Bradford Nordholm
About Bradford Nordholm
Bradford T. Nordholm (age 69) is President and Chief Executive Officer of Federal Agricultural Mortgage Corporation (“Farmer Mac”) since October 2018; he holds a B.A. in Economics from Carleton College and previously led multiple energy infrastructure finance firms and cooperative financial institutions . Under his leadership, Farmer Mac delivered a 17% ROE in 2024, raised its dividend 7%, and ended 2024 with book value per share of $97.85 . On Farmer Mac’s short-term incentive scorecard for 2024, the company achieved Business Volume above target ($28.7B vs. $28.5B target), while Earnings ($180.9M) and Total Revenues ($362.0M) landed between threshold and target; overall STI payout was 89.90% of target for each NEO . Over 2020–2024, $100 invested in Farmer Mac’s Class C stock grew to $281 (TSR), materially outpacing the S&P 500 Financial Services Index peer group, and Say‑on‑Pay support in 2024 was 99% of votes cast .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lotus Infrastructure Partners (f/k/a Starwood Energy) | Vice Chairman & Senior Managing Director | 2017–2018 | Led energy infrastructure investing; governance and strategic oversight |
| Starwood Energy | Co‑Head & Senior Managing Director; first CEO & Managing Director | 2016–2017; 2006–2016 | Built and scaled energy infrastructure platform; first CEO at firm launch |
| Tyr Energy / Tyr Capital | Co‑Founder & CEO; Co‑Founder & Chairman | 2002–2006 | Founded energy infrastructure manager and asset manager; capital formation |
| U.S. Central (corporate credit unions) | Chief Executive Officer | 1995–1998 | Led wholesale cooperative financial institution |
| Aquila (later KCP&L) | Senior roles | 1999–2002 | Senior operating/finance roles at energy company |
| National Cooperative Bank | Senior roles | 1984–1995 | Cooperative finance leadership across lending and operations |
| Federal Land Bank of St. Paul; Interregional Service Corporation (FCS) | Roles in ag finance | 1980–1984 | Early career in Farm Credit System organizations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carleton College | Board member | Current | Higher education governance |
| Smithsonian Environmental Research Center | Board member | Current | Environmental research oversight |
| Anne Arundel Agriculture Commission | Board member | Current | Agricultural policy at county level |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $800,000 | $800,000 |
| Target Bonus (% salary) | 100% | 100% | 100% |
| Actual Annual Incentive Paid ($) | $1,418,196 | $1,498,155 | $719,203 |
| All Other Compensation ($) | $138,836 | $151,897 | $167,230 |
| CEO Pay Ratio (Disclosure) | — | — | 20:1 (CEO $3,260,876 vs. median $165,000) |
Notes:
- 2025 base salary remains $800,000 (no increase) .
- 2024 Say‑on‑Pay support: 99% of votes cast .
Performance Compensation
Short‑Term Incentive (STI) – 2024 Scorecard and Outcomes
| Measure | Weight | Threshold (50%) | Target (100%) | Max (200%) | Result | Earned (of total) |
|---|---|---|---|---|---|---|
| Earnings ($M) | 25% | 173.3 | 184.5 | 197.3 | 180.9 | 20.96% |
| Total Revenues ($M) | 15% | 351.8 | 374.4 | 400.5 | 362.0 | 10.88% |
| Business Volume ($B, avg) | 10% | 27.4 | 28.5 | 30.4 | 28.7 | 11.39% |
| Ratio of Substandard Assets / Regulatory Capital | 15% | <40% | <20% | <10% | 28.87% | 11.67% |
| Leadership & Strategic Performance (qualitative) | 35% | Committee assessment | Committee assessment | Committee assessment | leadership, strategic initiatives, risk management, capital efficiency | 35% |
| Total | 100% | — | — | — | — | 89.90% for each individual |
2025 STI design maintains the same metrics/weights, but changes asset quality thresholds (threshold from <40% to <50%; target from <20% to <30%; max remains <10%) and calibrates financial thresholds ~1%, ~6%, ~12% above 2024 results .
Long‑Term Incentives (LTI) – Structure and 2024 Grants
- Mix: 50% time‑based RSUs; 25% performance‑based RSUs (PBRSUs); 25% stock appreciation rights (SARs). Annual grants occur 3–10 business days after 10‑K filing; grant sizes use 30‑day avg price (RSUs) and Black‑Scholes (SARs) with exercise price at grant‑date close .
- 2024 PBRSUs performance metric: 3‑year cumulative Earnings (gatekeepers: regulatory capital compliance; 3‑yr average net charge‑offs <20 bps; 90‑day delinquencies <1.0%). Payout 0–200% at 3/31/2027, with threshold $514.8M (50%), target $624.8M (100%), and stretch $710.5M (200%) .
- RSU/SAR vesting: Time‑based RSUs and SARs vest 1/3 each on 3/31/2025, 3/31/2026, 3/31/2027; retirement provisions apply to certain awards (Nordholm and Mullery satisfied retirement provisions for 2024 time RSUs and SARs) .
2024 Grant‑by‑Grant Detail (Nordholm)
| Grant Type | Grant Date | Units | Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time‑based RSUs | 3/5/2024 | 3,915 | 1/3 vests each 3/31/2025–2027 | $777,284 |
| PBRSUs (target; 0–200%) | 3/5/2024 | 1,958 (Th: 979; Max: 3,916) | Vests 3/31/2027; 3‑yr cumulative Earnings + gatekeepers | $388,741 |
| SARs | 3/5/2024 | 6,660 | 1/3 vests each 3/31/2025–2027; exercise $198.54; exp. 3/5/2034 | $408,418 |
Multi‑Year Equity Outcomes and Grants (Nordholm)
| Year | Stock/RSU Awards ($) | SARs Awards ($) | Total LTI ($) | Notes |
|---|---|---|---|---|
| 2022 | $929,695 | $245,939 | $1,175,634 | Includes time RSUs, PBRSUs, SARs; time RSU vesting annually |
| 2023 | $2,909,639 | $271,542 | $3,181,181 | Includes special one‑time 15,000 PBRSUs retention grant (awarded 3/9/2023) |
| 2024 | $1,166,025 | $408,418 | $1,574,443 | Regular annual LTI at increased target vs. 2023 regular grant |
Additional vesting datapoints:
- RSUs vested/issued to Nordholm in 2024: 4,178 shares ($822,565 value at $196.88) .
- 3/31/2025 RSU vesting for Nordholm (scheduled as of 12/31/2024): 8,173 shares; 3/31/2026: 19,928; 3/31/2027: 3,263 (mix of time RSUs and PBRSUs from prior cycles) .
- 2022 PBRSUs achieved 200% (3‑yr Earnings before Credit $478.5M, above max), vesting on 3/31/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class C) | 44,598 shares as of 3/24/2025; less than 1% |
| Shares underlying vested SARs (within 60 days) | 26,684 shares may be acquired upon exercise; actual shares depend on future FMV at exercise |
| Outstanding SARs (selected tranches) | Exercisable: 10,290 @ $82.76 (exp. 2/27/2029); 12,915 @ $75.16 (3/3/2030); 12,477 @ $88.68 (3/2/2031); 5,002 @ $120.38 (3/9/2032) |
| Outstanding SARs (unexercisable) | 2,501 @ $120.38 (3/9/2032); 4,484 @ $135.20 (3/31/2033); 6,660 @ $198.54 (3/5/2034) |
| Unvested RSUs (as of 12/31/2024) | 8,173 (sched. 3/31/2025); 19,928 (sched. 3/31/2026); 3,263 (sched. 3/31/2027) |
| 2024 SAR exercises (NEOs) | Nordholm had no SAR exercises in 2024; exercises were by Ramesh, Mullery, Carpenter |
| Ownership policy (CEO) | 3x base salary; 5‑year compliance window; counts unvested time‑based RS/RSUs but excludes options/SARs and performance‑based RSUs |
| Compliance snapshot | As of 1/1/2025, 14/16 officers and 13/15 directors exceed guidelines (names not specified) |
| Hedging/pledging | Pledging and specified hedging prohibited for all directors/employees |
| Clawback | Expanded policy (Aug 10, 2023) mandates recovery after Big R/little r restatements; also allows recovery for cause terminations and metric miscalculations |
Insider selling pressure indicators:
- Significant scheduled RSU vesting for Nordholm in 2025–2026 (8,173 and 19,928 shares, respectively) could create liquidity events around March 31 in those years, subject to tax withholding and trading windows .
- SARs cohorts with low legacy strikes ($75–$89) are deep in‑the‑money; exercises create potential selling pressure but are subject to pre‑clearance and trading windows; Nordholm did not exercise SARs in 2024 .
Employment Terms
| Topic | Key Terms |
|---|---|
| Agreement term | Amended employment agreement runs through March 31, 2026; no automatic extension contemplated |
| Base salary | $800,000 minimum under agreement; may be reviewed but not reduced below $800,000 |
| Target annual bonus | 100% of base salary (set effective Jan 1, 2021) |
| LTI eligibility | Annual LTI at Board/Committee discretion; approx. $1.45M target in 2024; agreement states no LTI award in 2026 even if others receive grants |
| Severance (termination without cause or company breach) | Lump sum equal to base salary + target bonus (currently 100% of salary); 12 months COBRA at company expense (until earlier of 12 months or new coverage) |
| Disability separation | 12 months continuation of base salary if not covered by disability insurance (subject to release) |
| Change‑in‑control | No change‑in‑control payments; outstanding equity does not vest upon change‑in‑control |
| Restrictive covenants | Non‑compete 2 years; non‑solicit of management/employees 2 years; confidentiality; non‑disparagement |
| Arbitration/indemnification | Binding arbitration; indemnification/by‑laws not to be disproportionately reduced without consent |
| Executive Severance Plan (others) | CFO, CBO, GC eligible for plan mirroring 1x salary + 1x target bonus + 12 months COBRA; similar restrictive covenants |
| Potential payments (12/31/2024 snapshot) | If terminated without cause: Nordholm $1,600,000 (salary + target bonus) |
Perquisites and benefits:
- Standard employee benefits; paid garage parking; optional executive physicals (capped at $3,000/year); defined contribution 401(k) with employer formula and NQDC “restoration” credits (Nordholm 2024 NQDC employer credit $76,545; he elected to defer 50% of 2024 STI) .
Compensation Structure Analysis
- Mix and leverage: Large at‑risk pay via STI/LTI with balanced financial (Earnings, Revenues, Volume) and risk (asset quality) metrics plus qualitative leadership (35% weight) .
- LTI design tightens performance link: PBRSUs require 3‑year cumulative Earnings and asset‑quality gatekeepers; SARs require share price appreciation above grant price; RSUs align with absolute price .
- Calibration trends: 2025 STI retains framework but relaxes asset‑quality thresholds at threshold/target (from <40% to <50%; <20% to <30%) as volumes and mix evolve; max remains stringent at <10% .
- Governance safeguards: No golden parachutes; robust clawback; hedging/pledging prohibited; stock ownership policy with high compliance .
- Market benchmarking: Peer group blends public banks, FCS/FHLBs, and CFC to reflect unique GSE + public market positioning; Aon advises Compensation Committee .
Performance & Track Record (selected 2024 highlights)
- Achieved record earnings and revenue growth while maintaining excellent credit quality and strengthening capital via retained earnings .
- Executed 4th and 5th structured securitizations to reduce credit risk and improve capital efficiency while retaining recurring fee streams .
- Maintained strong liquidity and uninterrupted debt market access at favorable rates .
- Delivered strong ROE and TSR; 5‑year TSR materially outperformed S&P 500 Financial Services Index peer group .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay: 99% of votes cast supported NEO compensation .
- Pay‑versus‑performance table shows CAP aligned with stock price movements and long‑term value creation; company‑selected metric is Core Earnings before Credit .
Equity Compensation & Vesting Schedules (Nordholm) – Key Dates
| Instrument | Upcoming Vesting / Expiration | Details |
|---|---|---|
| Time RSUs (2022–2024 cycles) | 3/31/2025; 3/31/2026; 3/31/2027 | Annual 1/3 tranches; 8,173 shares scheduled 3/31/2025; 19,928 on 3/31/2026; 3,263 on 3/31/2027 (includes PBRSUs from earlier cycles at target assumption in disclosure) |
| PBRSUs (2024 grant) | 3/31/2027 | Payout 0–200% based on 3‑yr cumulative Earnings with gatekeepers |
| SARs (2019–2024 grants) | 3/31/2025–3/31/2027 vesting tranches; expiries 2029–2034 | Multiple tranches with strikes of $75.16, $82.76, $88.68, $120.38, $135.20, and $198.54 |
Related Party Transactions and Red Flags
- Related party transactions in 2024 were ordinary-course and determined immaterial under SEC “related person” thresholds; no disclosure of material related person transactions .
- No tax gross‑ups; no SERP enhancements; change‑in‑control benefits not provided; insider trading policy prohibits hedging/pledging .
Expertise & Qualifications
- Deep leadership across energy infrastructure finance and cooperative banking; governance credentials via multiple boards; B.A. Economics (Carleton) .
- Compensation structure and stock ownership guidelines reinforce alignment with shareholders .
Investment Implications
- Alignment: High at‑risk pay with multi‑year PBRSUs and SARs plus ownership guidelines, clawback, and hedging/pledging prohibitions indicate strong pay‑for‑performance and downside protection for shareholders .
- Retention vs. overhang: Significant RSU vesting clusters in late Q1 each of 2025–2026 (8.2k and 19.9k shares) and deep in‑the‑money SARs may create episodic selling pressure; Nordholm did not exercise SARs in 2024, and trading remains subject to pre‑clearance/windows .
- Contract horizon: CEO agreement runs through 3/31/2026 with no 2026 LTI grant per contract, introducing potential succession/retention considerations; however, retirement provisions cover time‑based RSUs/SARs from 2024 grants, moderating near‑term forfeiture risk .
- Incentive calibration: 2025 STI retains balanced metrics but relaxes asset‑quality thresholds at lower performance tiers, which may ease attainment amid business mix changes; maximum remains tight .
- Execution track: Strong ROE, structured risk transfer, and TSR outperformance underpin confidence in management’s strategic execution; Say‑on‑Pay support (99%) suggests shareholder endorsement of the pay program .