Geraldine Hayhurst
Executive Vice President – Chief Legal Officer and Secretary at FEDERAL AGRICULTURAL MORTGAGE
Executive
About Geraldine Hayhurst
Executive Vice President – Chief Legal Officer and Secretary at Federal Agricultural Mortgage Corporation (Farmer Mac), appointed to start September 8, 2025; she now signs the company’s 8‑K filings in this capacity . She brings two decades of legal and capital markets experience, including senior roles at CoStar Group (Associate General Counsel, Corporate & Compliance), NewPoint Real Estate Capital (General Counsel & Secretary), Freddie Mac (senior legal leadership; instrumental in launching the multifamily K‑deal securitization product), and prior service at the SEC’s Division of Trading & Markets and at A&O Shearman/Clifford Chance; she holds a J.D. from Georgetown and a BBA in Finance from Loyola University . Farmer Mac’s executive pay is heavily performance‑oriented with balanced annual and long‑term incentive metrics and strong governance (clawback, ownership, no pledging/hedging), which frames how her compensation and alignment will be structured .
Company performance context (for incentive alignment):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | $178.1M | $200.0M | $207.2M |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CoStar Group, Inc. | Associate General Counsel, Corporate & Compliance | Not disclosed | Led corporate governance, SEC filings, M&A, compliance/privacy teams |
| NewPoint Real Estate Capital | General Counsel & Secretary | Not disclosed | Strategic legal counsel; product development; execution of corporate strategy |
| Freddie Mac | Senior legal leadership | Not disclosed | Developed strategic plan/scorecard; instrumental in creating multifamily K‑deal securitization product; led team of ~30 legal professionals |
| U.S. SEC (Division of Trading & Markets) | Attorney‑Advisor | Not disclosed | Regulatory counsel; market structure/compliance exposure |
| A&O Shearman; Clifford Chance | Attorney | Not disclosed | Large‑cap transactional and securities law foundations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in appointment materials reviewed |
Fixed Compensation
No individualized compensation terms for Ms. Hayhurst have been filed to date in 8‑K Item 5.02 or proxy materials reviewed . For role context, Farmer Mac’s 2024 target levels for the then‑EVP – General Counsel & Secretary (her predecessor role) were:
| Role (2024 target) | Base Salary | Target Bonus | Target LTI Value | Source |
|---|---|---|---|---|
| EVP – General Counsel & Secretary | $500,000 | $200,000 (40% of base) | $300,000 |
Note: The above reflects 2024 targets for the predecessor role and does not constitute Ms. Hayhurst’s package, which has not yet been disclosed .
Performance Compensation
Farmer Mac’s incentive design and expected mechanics for executives (including EVPs) are as follows:
| Incentive Type | Mix | Performance metric | Targeting/Measurement | Vesting |
|---|---|---|---|---|
| Time‑based RSUs | 50% | Share price | N/A | 1/3 per year |
| Performance‑based RSUs (PSUs) | 25% | 3‑year cumulative earnings subject to capital and asset quality constraints | 0–200% payout vs. 3‑yr goals | Cliff after 3 years |
| Stock Appreciation Rights (SARs) | 25% | Share price appreciation | Intrinsic value above grant price | 1/3 per year; 10‑year life |
- Annual cash incentives use a “balanced framework of metrics” aligned to mission, safety/soundness, and risk management; awards are capped and based on company and individual performance .
- Recent equity grants were made on March 5, 2024; standard vesting for many awards occurs on March 31 in subsequent years, informing potential timing for share delivery/settlement under plan rules .
Equity Ownership & Alignment
- Ownership guidelines: EVPs are expected to own equity equal to 2× base salary within five years; counts direct/indirect holdings and unvested time‑based stock/RSUs; excludes SARs, options, and unvested performance‑based awards .
- Insider trading/pledging: Pledging and specified hedging transactions in Farmer Mac securities are prohibited; trading requires pre‑clearance and open windows/Rule 10b5‑1 adherence .
- Clawback: SEC/NYSE‑compliant recovery policy allows recoupment for restatements, for‑cause terminations, or incorrect financial metric calculations .
- Beneficial ownership: As a newly appointed executive (Sept 2025), her beneficial ownership and any initial Form 3/4 filings were not included in the proxy reviewed; monitor future filings and the 2026 proxy for detail .
Employment Terms
- Change‑in‑control: Farmer Mac’s multi‑class structure substantially precludes a voting control change; there are no change‑in‑control cash payments to NEOs and outstanding equity does not vest upon a change‑in‑control .
- Severance framework (non‑CEO participants): Under the Amended & Restated Executive Officer Severance Plan, a qualifying termination (no cause or adverse change) provides a lump sum equal to base salary + target bonus, plus up to 12 months of COBRA premium differential, subject to release and other conditions; participation as of the 2025 proxy included certain EVPs (CFO, CBO, GC) .
- Ms. Hayhurst: No participation agreement, offer letter, or individualized severance terms have been filed to date in the materials reviewed; future filings or the next proxy may disclose participation status .
Performance & Track Record
- Capital markets and governance depth: Built and led legal teams; managed SEC reporting, M&A, and compliance at CoStar; served as GC/Secretary at NewPoint; previously at Freddie Mac, helped develop the multifamily K‑deal securitization product and enterprise strategic plan/scorecard .
- Regulatory grounding: Former Attorney‑Advisor at the SEC’s Division of Trading & Markets; BigLaw experience at A&O Shearman and Clifford Chance .
- Education: J.D., Georgetown University Law Center; BBA in Finance, Loyola University .
Compensation Structure Analysis
- Heavy at‑risk pay: Farmer Mac emphasizes variable incentives with both annual and long‑term components, including performance‑based equity tied to multi‑year earnings—supporting pay‑for‑performance alignment .
- Strong governance guardrails: Clawback policy, ownership guidelines, and prohibitions on pledging/hedging reduce misalignment risk; no change‑in‑control windfalls further limits shareholder‑unfriendly outcomes .
- Shareholder support: 2024 say‑on‑pay received >99% approval, signaling investor endorsement of the program design .
Vesting Schedules and Potential Insider Selling Pressure
- Typical equity cadence has featured March grant dates and March 31 vesting tranches for RSUs/SARs; settling shares on those dates can create periodic supply but is governed by pre‑clearance, open windows, and potential 10b5‑1 plans .
- For Ms. Hayhurst (start: Sept 8, 2025), initial LTI grants (if aligned with annual cycles) would likely first vest on future March 31 schedules; monitor the 2026 grant cycle and any Rule 10b5‑1 plan disclosures .
Employment & Contracts (Severance and Restrictive Covenants)
- Executive Officer Severance Plan participation includes restrictive covenants on competition, solicitation, and disparagement via participation agreements; details updated in 2020 .
- CEO terms include a two‑year non‑compete post‑termination; non‑CEO durations are not specified in the proxy summary; individualized EVP terms depend on plan participation/agreements .
Investment Implications
- Alignment: No change‑in‑control acceleration and a rigorous clawback/ownership framework reduce downside governance risk and align incentives to multi‑year earnings and capital/credit quality—favorable for long‑term value creation .
- Execution edge: Her securitization/governance background (Freddie Mac K‑deals; CoStar/SEC experience) should strengthen Farmer Mac’s legal, disclosure, and capital markets execution, supportive of scaling while maintaining safety and soundness .
- Watch items and trading signals: Track 2026 LTI grant timing/structure and any initial Form 3/4 filings; monitor March 31 vesting calendars and potential 10b5‑1 plans for sale cadence; confirm her participation in the Executive Officer Severance Plan in forthcoming filings .
- Pay‑for‑performance continuity: With 2024–2025 policies emphasizing balanced metrics and capped payouts, expect continued linkage to multi‑year earnings and prudent risk management; high 2024 say‑on‑pay support suggests low program change risk near term .