Chester Culver
About Chester J. Culver
Chester J. Culver (age 59) is an independent director appointed by the U.S. President, serving on Farmer Mac’s Board since May 18, 2022 (previously 2012–2019). He is Chair of the Public Policy & Corporate Social Responsibility Committee and Chair of the Board’s Cybersecurity Subcommittee; he also serves on the Enterprise Risk and Human Capital & Compensation Committees. Culver is the former 40th Governor of Iowa (2007–2011) and is President of the Chet Culver Group, a renewable energy, infrastructure, and public policy consultancy. He holds a bachelor’s degree from Virginia Tech and a Master of Arts in Teaching from Drake University (Fulbright Teachers Scholarship) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Iowa | 40th Governor | 2007–2011 | Led largest infrastructure program in state history; chaired National Governors Wind Energy Coalition and Biofuels Coalition |
| State of Iowa | Secretary of State | Two terms (elected 1998) | Youngest Secretary of State in Iowa history; prior public service in Iowa Attorney General’s Office |
| Des Moines Public Schools | Teacher and Coach | Not disclosed | Education and community engagement |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Chet Culver Group | President (Founder) | Since 2011 | Renewable energy, infrastructure, and public policy consulting |
No current public company directorships were disclosed for Culver in AGM’s proxy .
Board Governance
| Committee | 2024 Meetings | 2024 Attendance (Committee-level) | Culver Role |
|---|---|---|---|
| Public Policy & Corporate Social Responsibility | 4 | 96% | Chair |
| Enterprise Risk | 5 | 97% | Member; chairs Cybersecurity Subcommittee |
| Human Capital & Compensation | 5 | 93% | Member |
| Cybersecurity Subcommittee (ad hoc) | Not separately disclosed | Not separately disclosed | Chair; subcommittee oversees cybersecurity; expected to add a third member after May 2025 |
- Independence: The Board affirmatively determined in March 2025 that Culver is independent under Farmer Mac’s Corporate Governance Guidelines (which meet/exceed SEC and NYSE standards) .
- Attendance: The Board met 9 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Structure: Separate CEO and Board Chair roles; 8 standing committees; strong committee self-evaluation practices .
Fixed Compensation (Director)
| Item | 2024 | 2025 |
|---|---|---|
| Base annual cash retainer | $69,000 (per director) | $69,000 (maintained) |
| Committee chair incremental retainer (PP&CSR) | $6,000 | $10,000 |
| Cash in lieu of dividends on vested RSUs | $2,796 (Culver) | Not disclosed |
| Total fees earned/paid in cash (Culver) | $72,758 | Not disclosed |
- Culver elected to receive $14,273 of his 2024 retainer in newly issued Class C shares rather than cash, aligning with owners .
Performance Compensation (Director Equity)
| Grant | Grant Date | Type | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director grant (all directors) | Mar 5, 2024 | Time-based RSUs | 373 | $74,055 (per director) | Vested Mar 31, 2025 |
| Annual director grant (all sitting directors) | Mar 6, 2025 | Time-based RSUs | 376 | $75,956 (per director) | Vest Mar 31, 2026 (service condition) |
- Directors receive time-based RSUs only; SARs and performance RSUs are for executives, not directors .
- Directors may elect stock in lieu of cash retainers quarterly at market value .
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No current public company boards disclosed for Culver |
- Principal holders with potential relationships (e.g., AgriBank, CoBank, CFC) are disclosed; Board determined related dealings were on arm’s-length terms and not material. Culver was not cited with a related-party interest requiring disclosure .
Expertise & Qualifications
- Government/public policy and regulatory experience; appointed by the U.S. President and confirmed by the Senate .
- Financial literacy and accounting/financial reporting experience .
- Agricultural and rural infrastructure exposure; strategic planning and risk management experience .
- Cybersecurity oversight/IT experience; chairs Board Cybersecurity Subcommittee .
- Human capital management and talent development experience .
Equity Ownership
| Holder | Class C Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Chester J. Culver | 2,020 | <1% (indicated as “*”) | Excludes RSUs vesting after May 23, 2025 per footnote; director hedging/pledging prohibited by policy |
- Stock ownership guideline for non-employee directors: 2× annual cash retainer (policy level; individual compliance not disclosed) .
- Insider trading policy prohibits hedging and pledging of Farmer Mac securities, reducing alignment risk .
Related Party Transactions and Conflicts
- Transactions in 2024 with institutions affiliated with some directors occurred in the ordinary course, on comparable terms, and did not result in any “related person transaction” requiring disclosure under SEC rules .
- The Board’s 2025 independence review affirmed Culver’s independence and found no material relationships under the guidelines .
Say-on-Pay and Shareholder Feedback (Context)
- 2024 Say-on-Pay support was ~99% of votes cast, signaling strong shareholder endorsement of compensation governance; while focused on executives, it reflects positively on Compensation Committee oversight (Culver is a member) .
Governance Assessment
-
Strengths:
- Independent director with deep policy and infrastructure background; chairs PP&CSR and Cybersecurity oversight, both salient to Farmer Mac’s regulatory profile and risk posture .
- Active committee workload (HCCC, Enterprise Risk) with robust committee activity and high attendance at the committee level; full Board attendance ≥75% for all directors in 2024 .
- Alignment: meaningful equity through time-based RSUs; elected to take part of cash retainer in stock; anti-hedging/pledging policy mitigates misalignment risk .
-
Watch items:
- Director equity is primarily time-based; no director performance-conditioned equity—appropriate for independence but provides limited direct pay-for-performance sensitivity at the board level .
- PP&CSR and cybersecurity oversight are increasingly material; continued disclosure of subcommittee activity cadence and metrics would aid investor assessment (subcommittee membership expansion expected post-Annual Meeting) .
-
No red flags identified:
- Independence affirmed; no related person transactions requiring disclosure; attendance expectations met; strong Say-on-Pay support .