Brian Brinch
About Brian Brinch
Brian M. Brinch, 48, is Executive Vice President – Chief Risk Officer (CRO) of Federal Agricultural Mortgage Corporation (“Farmer Mac”), appointed in March 2025 after serving as Senior Vice President – Enterprise Risk Officer since March 2021 and holding multiple leadership roles at Farmer Mac since 2000 . He holds a B.S. in Meteorology and an M.S. in Agricultural and Applied Economics (Penn State) and the CFA and FRM designations, aligning deep quantitative risk credentials with Farmer Mac’s safety-and-soundness mandate . Farmer Mac delivered a 17% ROE in 2024 and emphasizes pay-for-performance tied to core earnings, revenues, business volume, and asset quality, with management highlighting strong ROE and TSR in 2024—key levers that frame Brinch’s risk and incentive context as CRO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmer Mac | Executive Vice President – Chief Risk Officer | Appointed March 2025 | Leads enterprise-wide risk management oversight and frameworks . |
| Farmer Mac | Senior Vice President – Enterprise Risk Officer | Mar 2021–Mar 2025 | Directed enterprise risk program and risk governance build-out . |
| Farmer Mac | Senior Vice President – Rural Infrastructure | May 2019–Mar 2021 | Led rural infrastructure business; exposure to power, utilities, broadband financing . |
| Farmer Mac | Senior Vice President – Business Strategy & Financial Research | ~2018–2019 (one year before May 2019) | Strategy and financial research to inform capital allocation and growth . |
| Farmer Mac | Vice President – Financial Planning & Analysis | From Apr 2014 | FP&A leadership; budgeting, forecasting, performance analytics . |
| Farmer Mac | Director/Manager/Senior Associate/Associate – Financial Research | From 2000 | Progressive research roles underpinning Farmer Mac’s analytics and risk insights . |
Fixed Compensation
- Brinch’s specific base salary, target bonus %, and 2024–2025 grant values were not itemized in the 2025 proxy; Farmer Mac disclosed named executive officer (NEO) details (CEO, CFO, CBO, GC, CCO), but Brinch was not an NEO for 2024 .
- CEO is the only executive with an employment agreement; other disclosed participants in the Executive Officer Severance Plan are the CFO, CBO and GC (Brinch not listed), indicating no individual contract or plan participation was disclosed for him .
Performance Compensation
Farmer Mac’s executive short-term incentive (STI) design and 2024 outcomes (applied to NEOs; Brinch, as an EVP from March 2025, is subject to the same design framework going forward):
| Measure | Weight | Threshold (50%) | Target (100%) | Max (200%) | 2024 Result | Payout Contribution |
|---|---|---|---|---|---|---|
| Earnings | 25% | $173.3mm | $184.5mm | $197.3mm | $180.9mm | 20.96% |
| Total Revenues | 15% | $351.8mm | $374.4mm | $400.5mm | $362.0mm | 10.88% |
| Business Volume | 10% | $27.4bn | $28.5bn | $30.4bn | $28.7bn | 11.39% |
| Ratio of Substandard Assets to Regulatory Capital | 15% | <40% | <20% | <10% | 28.87% | 11.67% |
| Leadership & Strategic Performance | 35% | Committee evaluation | Committee evaluation | Committee evaluation | High (uniform across NEOs) | 35.00% |
| Total | 100% | — | — | — | — | 89.90% of target (uniform for NEOs) |
Long-term incentive (LTI) structure (executives):
- Mix and vesting: Time-based RSUs (50% of grant; 1/3 per year), Performance RSUs (25%; 0–200% payout; cliff vests after 3 years on cumulative 3-year Earnings with capital and asset quality “gatekeepers”), and SARs (25%; 1/3 per year; 10-year term) .
- Annual grant timing: Generally 3–10 business days after Form 10-K filing (e.g., Mar 5, 2024; Mar 6, 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Brinch’s individual holdings were not itemized; executives as a group (24 persons) held 205,703 Class C shares (2.20%) as of Mar 24, 2025 . |
| Ownership Guidelines | EVPs must hold 2x annual salary; CEOs 3x; VPs 0.5–1x; directors 2x cash retainer—policy aligning incentives with shareholders . |
| Hedging/Pledging | Insider trading policy prohibits pledging and specified hedging in Farmer Mac securities; 10b5-1 and window policies apply . |
| Clawback | Clawback policy consistent with SEC/NYSE allows recovery for restatements, cause, or miscalculated financial metrics . |
| LTI Instruments | RSUs (time and performance) and SARs; RSU/SAR vesting as above; performance RSUs keyed to 3-year Earnings with risk gatekeepers . |
| Grant Timing | Equity typically granted shortly after 10-K filing; 2024 on Mar 5; 2025 on Mar 6 (context for vesting/selling windows) . |
Employment Terms
- Appointment: Executive Vice President – Chief Risk Officer in March 2025; joined Farmer Mac in 2000, with continuous progression across analytics, FP&A, strategy, rural infrastructure, and risk leadership .
- Contracts/Severance: CEO-only employment agreement; named participants in the Executive Officer Severance Plan are CFO, CBO, and GC—Brinch was not listed, and no separate agreement for him was disclosed .
- Change-in-Control: Farmer Mac’s chartered multi-class structure substantially precludes change-in-control; no CIC-triggered payouts for NEOs and no CIC vesting acceleration in plans—indicative of restrained CIC economics firm-wide .
Performance Context and Track Record
- Company 2024 performance: 17% ROE and a $97.85 book value per share at 12/31/2024; the board recommended “For” on say-on-pay; 2024 say-on-pay support was 99%—all reinforcing pay-performance alignment .
- Incentive priorities: Earnings (core), revenues, business volume, asset quality, and leadership outcomes; management highlighted strong ROE and TSR in 2024 within strategic execution and risk management, core to the CRO mandate .
Compensation Structure Diagnostics (what matters for alignment and retention)
- Year-over-year mix: Executives’ LTI continues to emphasize RSUs (time and performance) with a reduced emphasis on SARs versus prior years—lower risk instruments and multi-year earnings hurdles underscore long-term alignment .
- Metrics calibration: 2024 scorecard thresholds/targets set above 2023 results; performance-based RSUs use 3-year cumulative Earnings with capital and asset quality gatekeepers (discourages growth-at-any-cost behavior) .
- Policies guarding alignment: Prohibitions on pledging/hedging, ownership guidelines, and a robust clawback policy reduce misalignment and governance risk .
Investment Implications
- Alignment: Brinch’s role as CRO and Farmer Mac’s incentive design—short-term metrics in earnings/revenues/business volume/asset quality and long-term 3-year Earnings with risk gatekeepers—support prudent growth and capital efficiency, reducing downside from risk-taking incentives .
- Selling pressure and vesting cadence: Time-based RSUs vest 1/3 annually and performance RSUs cliff-vest after three years; combined with blackout windows/10b5-1 plans, this moderates near-term insider selling risk around vest dates .
- Retention risk: Ownership guidelines for EVPs (2x salary) and ongoing LTI awards indicate continued “skin-in-the-game”; absence of CIC windfalls further tempers exit optionality, placing more weight on sustained performance for value realization .
- Disclosure gaps to monitor: Specific salary/bonus targets and individual equity holdings for Brinch were not itemized in the latest proxy—watch for future proxy and 8-K disclosures to quantify personal ownership and incentive magnitudes .