Charles Stones
About Charles A. Stones
Charles A. Stones, 70, has served on Farmer Mac’s Board since December 22, 2020. He is Chair of the Audit Committee, Vice Chair of the Public Policy & Corporate Social Responsibility Committee, and a member of the Credit Committee. Stones retired in 2019 after 33 years at the Kansas Bankers Association (15 years as President) and earlier worked seven years in the investment division of Fourth National Bank; he holds a Communications degree from Washburn University. He is a presidentially appointed director, confirmed by the U.S. Senate in December 2020 and sworn in shortly thereafter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kansas Bankers Association | President; previously Director of Member Relations, Director of Research, SVP, Head Lobbyist | 33 years; retired 2019 | Industry leadership in agricultural credit policy and advocacy |
| Fourth National Bank | Investment Division Professional | 7 years | Investment expertise |
| Banking Schools (NE, WI) | Board Member | Not disclosed | Banking education governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Presidential Appointee to Farmer Mac Board | Director | Confirmed Dec 18, 2020; sworn in Dec 23, 2020 | Presidential appointee representing the general public |
| Other Public Company Boards | — | — | No current public company directorships disclosed in proxy biography |
Board Governance
- Committee assignments: Chair, Audit Committee; Vice Chair, Public Policy & Corporate Social Responsibility Committee; Member, Credit Committee .
- Independence: The Board affirmatively determined in March 2025 that Stones is independent under Farmer Mac’s NYSE-aligned independence standards .
- Attendance and engagement: The Board held 9 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting. Executive sessions of non-management directors are regularly held and presided over by the Board Chair .
- Committee workload and attendance (2024): Audit (11 meetings; 97% attendance), Business Dev. & Strategy (4; 100%), Corporate Governance (11; 99%), Credit (5; 100%), Enterprise Risk (5; 97%), Finance (5; 100%), Human Capital & Compensation (5; 93%), Public Policy & CSR (4; 96%) .
- Audit Committee oversight: As Chair, Stones signed the Audit Committee report recommending inclusion of 2024 audited financials in the 10-K; the committee oversaw auditor independence, audit scope, and internal controls .
Fixed Compensation (Director Pay)
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $69,000 | Increased from $66,500 in 2023 |
| Incremental retainer – Audit Committee Chair | $15,000 | Chair add-on for 2024 |
| Annual equity award (targeted value) | $69,000 | Time-vested RSUs (annual grant) |
| 2024 Director Compensation Detail (Stones) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $84,000 |
| Stock Awards (grant-date fair value) | $74,055 |
| All Other Compensation | $2,796 |
| Total | $160,851 |
- Director purchase elections: Several directors elected to take retainers in stock in 2024; Stones is not listed among those who did so .
Performance Compensation (Director Equity and Metrics)
| Element | Instrument | Grant Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | Time-vested RSUs | Mar 5, 2024 (all directors) | Time-based; typical annual vesting cadence | None; director equity is time-vested (no performance conditions) |
- Example new grant: On Mar 6, 2025, Stones received 376 RSUs for no consideration under the Omnibus Incentive Plan; all vest on Mar 31, 2026 contingent on continued Board service .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks/conflicts | Board’s independence review found Stones independent; specific related-party transaction monitoring highlighted other directors (Riel, Sexton, Ware), not Stones . |
| Other public company boards | None disclosed in proxy biography . |
Expertise & Qualifications
- Banking and agricultural credit policy expertise from 33 years at Kansas Bankers Association; prior investment experience at a national bank .
- Governance experience as Audit Committee Chair at Farmer Mac .
- Education: B.A. in Communications, Washburn University .
Equity Ownership
| Ownership Measure | Amount/Detail | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership – Class C Non-Voting shares | 1,594 shares (<1% of class) | Mar 24, 2025 | Excludes RSUs vesting after May 23, 2025, per proxy methodology |
| Holdings including unvested RSUs | 1,970 shares total, including 373 RSUs (vest 3/31/2025) and 376 RSUs (vest 3/31/2026) | Mar 7, 2025 filing | Per Form 4 post-transaction totals |
| Ownership guidelines | Non-employee director minimum = 2x annual cash retainer | Policy | Covered persons have 5 years to comply |
| Compliance status (board-level) | 13 of 15 directors exceeded guidelines as of Jan 1, 2025; the two not yet in compliance were newly elected in May 2024 | Jan 1, 2025 | Stones was appointed in 2020; disclosure implies he is among directors in compliance |
| Hedging/pledging | Pledging and specified hedging prohibited for directors and employees | Policy | Insider trading policy prohibits pledging and hedging |
Insider Trades (Form 4 Summary)
| Date (Filing) | Transaction | Security | Shares | Price | Post-Transaction Holdings | Vesting/Notes |
|---|---|---|---|---|---|---|
| Mar 7, 2025 (period Mar 6, 2025) | A (grant) | RSUs on Class C Non-Voting | 376 | $0.00 | 1,970 shares including 373 RSUs (3/31/2025) and 376 RSUs (3/31/2026) | RSUs vest 3/31/2026 if serving as director |
Governance Assessment
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Strengths
- Independent director with deep banking and agricultural credit policy background; serves as Audit Committee Chair, signaling strong oversight of financial reporting, auditor independence, and internal controls .
- High engagement environment: Board and committees maintained strong attendance; Audit met 11 times in 2024 (97% attendance) .
- Clear alignment mechanisms: annual director equity in RSUs; stock ownership guidelines (2x cash retainer) with board-level compliance; prohibitions on pledging/hedging .
- Broader governance support: 99% 2024 say‑on‑pay approval, reinforcing investor confidence in compensation governance culture .
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Potential Risks/Watch Items
- Director equity awards are time-based (not performance-conditioned); standard for directors, but less performance-linked than executive equity .
- No specific, per-director attendance figures disclosed; monitoring continued engagement remains prudent, though board-level thresholds were met .
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Conflicts/Related-Party Exposure
- Independence affirmatively determined in March 2025; related‑party transaction reviews highlighted other directors, not Stones. No pledging permitted by policy. No Stones-specific related‑party transactions disclosed .
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Compensation Mix and Signals
- 2024 pay split approx. 52% cash ($84k) / 46% equity ($74.1k), plus de minimis dividend-equivalent cash. Cash reflects base + Audit Chair fee; equity aligns with stock performance through RSUs .
- Director ability to elect retainer in stock; Stones not listed among those doing so in 2024 (neutral signal) .
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Tenure & Appointment
- Presidential appointee since late 2020; provides public-interest perspective balanced with financial services expertise .
Overall, Stones’ role as Audit Chair, independence status, and compliance with ownership policies support board effectiveness and investor confidence, with low apparent conflict risk and strong governance practices surrounding financial oversight and director alignment .