Amy Gales
About Amy H. Gales
Amy H. Gales (age 66) has served on Farmer Mac’s Board since May 12, 2020, currently chairing the Credit Committee and serving on the Business Development & Business Strategy and Finance Committees. She previously was Executive Vice President at CoBank (member of the management executive committee), with extensive agribusiness and commercial banking experience; she co-owns Hempstead Farms, a Minnesota family crop farm. She holds a B.S. in Business Administration (finance emphasis) from the University of Minnesota’s Carlson School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoBank, ACB | Executive Vice President; member of management executive committee | 2016–2018 | Senior leadership across agribusiness finance |
| CoBank, ACB | EVP, Regional Agribusiness Banking Group; Central Region President; Region VP, Minneapolis Banking Center | 2007–2016 | Led regional agribusiness credit |
| Wells Fargo, N.A. | Vice President, Commercial Banking | 2006–2007 | Commercial credit/business development |
| Commerce Bank, N.A. | Vice President, Commercial Lending | 2002–2006 | Middle-market lending |
| Value-Added Agriculture Development Center | Executive Director | 1999–2002 | Ag development/industry engagement |
| United Farmers Cooperative | CEO & General Manager | 1997–1999 | Agricultural cooperative operations |
| St. Paul Bank for Cooperatives | Various roles; Vice President & Banking Center Manager | 1981–1997 | Cooperative finance/credit management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Farm Credit Leasing (CoBank subsidiary) | Board member | Prior years (not specified) | Ag finance industry interlock |
| Hempstead Farms (MN) | Co-owner | Ongoing | Family crop farm founded 1856 |
Board Governance
| Committee | Role | 2024 Meetings | 2024 Committee Attendance (overall) |
|---|---|---|---|
| Credit | Chair | 5 | 100% |
| Business Development & Business Strategy | Member | 4 | 100% |
| Finance | Member | 5 | 100% |
- Independence: The Board affirmatively determined in March 2025 that Amy H. Gales is “independent” under Farmer Mac’s Corporate Governance Guidelines (NYSE and SEC standards) .
- Board meetings: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Board Chair presides over meetings, including regularly scheduled executive sessions without management .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (base) | $69,000 | $69,000 | Maintained for 2025 |
| Credit Committee Chair incremental retainer | $6,000 | $10,000 | Increased for 2025 |
| Total targeted equity award (directors) | $69,000 | $75,000 | RSU-based |
- 2024 director compensation (individual): Fees earned $75,000; Stock awards $74,055; All other compensation $2,796; Total $151,851 .
- Directors may elect to receive Class C Non-Voting Common Stock in lieu of cash retainers; Gales elected $74,779 in stock purchases from her 2024 fees, indicating alignment with shareholders .
Performance Compensation
| Grant Date | RSUs (#) | Grant Value | Vesting |
|---|---|---|---|
| Mar 5, 2024 | 373 | $74,055 (grant-date fair value) | Vested Mar 31, 2025 |
| Mar 6, 2025 | 376 | $75,956 (grant-date fair value) | Scheduled to vest Mar 31, 2026 |
Farmer Mac’s director equity is time-based RSUs (no director PSUs or SARs); annual grants follow a policy targeting a specified dollar value and vest after one year .
Other Directorships & Interlocks
- CoBank-related interlock: Prior executive roles and Farm Credit Leasing board service; CoBank beneficially owns 10.66% of Class B Voting Common Stock, and transactions with FCS institutions occur in the ordinary course . The Board’s related party review determined such relationships were not material, and no related person transactions required disclosure for 2024 under SEC rules .
Expertise & Qualifications
- Agricultural finance and capital markets: Extensive senior leadership and lending expertise across cooperative and agribusiness finance .
- Financial literacy and reporting experience: Identified among directors with financial literacy/accounting/finance experience .
- Strategic planning and risk: Experience in strategic planning and risk assessment/management; chairs the Credit Committee overseeing credit policies and concentrations .
- Industry operator perspective: Co-owner of a long-standing family farm, offering practical agricultural production insights .
Equity Ownership
| Metric | Value |
|---|---|
| Class C Non-Voting Common Stock owned | 4,561 shares (beneficial ownership) |
| Voting Common Stock | Not permitted for individuals; none owned |
| Ownership guideline for non-employee directors | Minimum 2x annual cash retainer |
| Hedging/pledging policy | Insider trading policy prohibits pledging and specified hedging (e.g., short sales, derivatives) |
| Alignment actions | Elected $74,779 of 2024 cash fees in stock, increasing ownership |
Governance Assessment
- Committee leadership and effectiveness: As Credit Committee Chair, Gales oversees underwriting standards, collateral valuation, credit concentrations, diversification, and internal credit review—central to Farmer Mac’s risk posture. 2024 Credit Committee attendance was 100%, indicating strong engagement .
- Independence and conflicts: Despite prior CoBank affiliations and FCS ecosystem interlocks, the Board determined she is independent; related transactions were ordinary course and not material under SEC rules, mitigating conflict risk .
- Ownership alignment: High alignment via equity election of cash fees and annual RSU awards; director stock ownership guidelines require 2x cash retainer, reinforcing long-term orientation .
- Attendance and engagement: Board-wide attendance thresholds met; committees on which she serves posted near-perfect attendance rates in 2024 (BD&Strategy 100%, Credit 100%, Finance 100%), supporting confidence in oversight rigor .
- Compensation structure: Reasonable director pay mix—balanced cash retainer plus time-based RSUs; modest committee chair fees (Credit increased to $10,000 in 2025) reflect responsibility without excess; no director performance-based equity that could bias risk-taking .
Potential RED FLAGS to monitor
- Interlock exposure: Historical CoBank ties amid FCS institutions’ significant Class B ownership; ensure continued robust recusal and committee controls if counterparty-specific matters arise .
- Credit cycle sensitivity: As Credit Chair, oversight during ag/infrastructure down-cycles is critical; monitor committee KPIs and credit risk disclosures for tightening standards and emerging risks .
- Compensation creep: Watch incremental retainer increases and annual RSU targets (2025 uptick) for pay inflation vs. governance value-add .
Shareholder sentiment remains supportive of Farmer Mac’s compensation governance (99% support for NEO pay in 2024), indirectly signaling confidence in board oversight structures that Gales contributes to .