Gregory Ramsey
About Gregory Ramsey
Gregory N. Ramsey serves as Vice President – Chief Accounting Officer and is designated as Farmer Mac’s Principal Financial Officer and Principal Accounting Officer, signing the company’s Q3 2025 Sarbanes‑Oxley certifications and 10‑Q as of November 3, 2025 . As PFO/PAO, he co‑certified that disclosure controls were effective as of September 30, 2025, and that there were no material changes in internal control over financial reporting during the quarter . Company performance context: Farmer Mac delivered a 17% ROE in 2024, book value per share of $97.85 at 12/31/2024, and a 7% YoY dividend increase; outstanding business volume totaled $29.5B at year‑end 2024 .
| Role | Title | Evidence/Date |
|---|---|---|
| Principal Financial Officer (PFO) and Principal Accounting Officer (PAO) | Vice President – Chief Accounting Officer; signed Section 302 and 906 certifications | Q3 2025 10‑Q signatures and certifications dated Nov 3, 2025 |
Fixed Compensation
- Not individually disclosed: Gregory Ramsey was not a Named Executive Officer in the FY2024 proxy or FY2024 10‑K executive officer list, so individual base salary/bonus for 2024–2025 are not provided in those filings .
Performance Compensation
Short‑Term Incentive Framework (applies to executive officers)
Farmer Mac uses a scorecard weighted to company metrics and a qualitative leadership component. The 2024 design and outcomes:
| Measure | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Result | Payout Contribution |
|---|---|---|---|---|---|---|
| Earnings (Core) | 25% | $173.3m | $184.5m | $197.3m | $180.9m | 20.96% |
| Total Revenues (Net effective spread + other gains/fees) | 15% | $351.8m | $374.4m | $400.5m | $362.0m | 10.88% |
| Business Volume (avg. outstanding) | 10% | $27.4B | $28.5B | $30.4B | $28.7B | 11.39% |
| Ratio of Substandard Assets to Regulatory Capital | 15% | <40% | <20% | <10% | 28.87% | 11.67% |
| Leadership & Strategic Performance (qualitative) | 35% | Committee evaluation | Committee evaluation | Committee evaluation | Executives uniformly rated | 35% |
| Total | 100% | — | — | — | — | 89.90% of target (each individual) |
Notes:
- Metric definitions (e.g., Core Earnings, Net Effective Spread) and rationale are detailed in the proxy CD&A .
Long‑Term Incentive (LTI) Design and Vesting
| LTI Instrument | Target Mix | Vesting / Term | Performance Link |
|---|---|---|---|
| Time‑based RSUs | 50% | 1/3 per year; grants made 3–10 business days after 10‑K; 2024 tranche vests Mar 31, 2025/2026/2027 | Share price exposure |
| Performance‑based RSUs | 25% | Cliff vest after 3 years (0–200% of target) | 3‑year Cumulative Earnings with “gatekeepers” (capital compliance; 3‑yr avg net charge‑offs <20 bps; 3‑yr avg 90‑day delinquencies <1.0%) |
| Stock Appreciation Rights (SARs) | 25% | 1/3 per year; 10‑year term; strike = grant‑date fair value | Share price appreciation |
Performance‑RSU calibration for 2024 grants (vesting Mar 31, 2027): threshold at $514.8m (50%), target $624.8m (100%), maximum at ≥$710.5m (200%), subject to gatekeepers above .
Equity Ownership & Alignment
Ownership Guidelines and Trading Policies
| Policy | Requirement / Detail |
|---|---|
| Stock ownership guidelines | EVP: 2x salary; SVP: 1x salary; VP: 0.5x salary; CEO: 3x salary; Directors: 2x annual cash retainer |
| Hedging/derivatives | Short sales, and trading in puts/calls or other derivatives on Farmer Mac stock prohibited |
| Pledging | Insider trading policy prohibits pledging of Farmer Mac securities |
| Clawback | Policy consistent with SEC/NYSE allows recovery of incentive comp for restatements, for‑cause terminations, or incorrect financial metric calculations |
Notes:
- Individual beneficial ownership for Gregory Ramsey is not disclosed in the 2025 proxy’s officer and director table (NEOs and directors only) .
- As PFO/PAO, any equity awards to Ramsey would follow the general grant policy: RSUs sized on 30‑day average price; SARs sized on Black‑Scholes; blackout windows observed .
Employment Terms
Severance/Change‑in‑Control Framework (company policies)
| Topic | Terms (as disclosed) |
|---|---|
| Executive Officer Severance Plan (participants designated by Board) | Lump sum = 1x (base salary + target bonus) upon termination by company without “Cause” or resignation after an “Adverse Change in Conditions,” plus up to 12 months COBRA premium differential; subject to release and covenants |
| Disability termination (plan participants) | 12 months of base salary, offset by long‑term disability benefits, where applicable |
| Change‑in‑Control provisions | No change‑in‑control payments; outstanding equity for NEOs does not vest upon a change‑in‑control due to multi‑class structure precluding control shifts |
Notes:
- Individual participation for specific officers beyond those named (e.g., CFO, CBO, General Counsel) is determined by Board designation; filings do not specifically identify Gregory Ramsey as a Plan participant .
Investment Implications
- Alignment and guardrails: Executive incentives are tightly linked to Core Earnings, Total Revenues (net effective spread), Business Volume, and asset quality, with a robust clawback and strict anti‑hedging/pledging policy—reducing misalignment and leverage‑related risk signals .
- Vesting‑date supply dynamics: Company‑wide time‑based RSUs and SARs vest on March 31 annually; performance‑based tranches cliff‑vest on March 31 following the 3‑year cycle—these dates can cluster insider sales and create short‑term supply; monitor late‑Q1 filings for potential selling pressure .
- Control environment: As PFO/PAO, Ramsey’s certifications and management’s effective disclosure controls reduce accounting/controls risk; watch for any 302/906 changes or internal control disclosures in subsequent quarters as early warning indicators .
- Data gaps: Ramsey is newly visible as PFO/PAO in late 2025 and not a 2024 NEO; investor monitoring should track future proxies for individualized pay/ownership and any Form 4 activity post‑vesting to assess retention risk and trading signals .
References:
- 2025 DEF 14A (compensation program, policies, metrics, ownership guidelines) .
- FY2024 10‑K (business volume, performance context; executive officer list context) .
- Q3 2025 10‑Q (PFO/PAO roles, certifications, controls) .
- Q2 2025 8‑K (CEO succession context, not directly about Ramsey) .