James Engebretsen
About James R. Engebretsen
James R. Engebretsen, age 69, has served on Farmer Mac’s Board since June 5, 2008. He is Chair of the Finance Committee and a member of the Audit Committee and the Human Capital & Compensation Committee; the Board determined in March 2025 that he is an “audit committee financial expert” under SEC rules. He is a registered investment advisor with an MBA and a BS in Economics from Brigham Young University and previously served as Assistant Dean and Professor of Finance at BYU’s Marriott School of Management (2004–2014).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brigham Young University – Marriott School | Assistant Dean; Professor of Finance | 2004–Aug 2014 | Academic leadership and finance education |
| BYU Peery Institute of Financial Services | Managing Director | 2004–2006 | Led institute in financial services education |
| Goldman Sachs; Lehman Brothers; JP Morgan | Investment banking roles in NY/Philadelphia | ~15 years (prior to 1995) | Capital markets and advisory experience |
| Associates Capital Management | Founder (hedge fund) | Founded 1995 | Investment management; registered investment advisor |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Agreed (software company, Utah) | Director | Joined 2019 | Current board service |
| Epic Ventures | Advisor | Since Jan 2014 | Venture advisory |
| Soltis Advisors | Advisor | Since 2012 | Investment advisory |
| SGT Capital | Advisor | Not specified | Private investment advisory |
| XIO Group | Advisor | Jun 2016–2018 | Prior advisory role |
Board Governance
- Committee assignments: Finance (Chair), Audit (Member), Human Capital & Compensation (Member).
- Audit Committee independence: Board determined all Audit Committee directors are independent under heightened SEC/NYSE standards; Engebretsen designated an “audit committee financial expert” (safe harbor applies).
- Meetings/attendance: The Board held nine meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings. Committee activity in 2024: Audit (11 meetings; 97% attendance), Finance (5; 100%), Human Capital & Compensation (5; 93%).
- Executive sessions: Board Chair presides over regularly scheduled executive sessions without management.
Committee Participation (2024)
| Committee | Role | Meetings Held | Attendance % (Committee-level) |
|---|---|---|---|
| Finance | Chair | 5 | 100% |
| Audit | Member | 11 | 97% |
| Human Capital & Compensation | Member | 5 | 93% |
Fixed Compensation
| Component | 2024 (Actual) | 2025 (Policy/Target) |
|---|---|---|
| Cash retainer – base | $69,000 | $69,000 |
| Finance Chair incremental retainer | $12,000 | $15,000 |
| Fees earned in cash (actual) | $81,000 | — |
| All other compensation (cash in lieu of dividends on prior RSUs) | $2,796 | — |
Notes:
- In 2024, the Board increased the base director cash retainer from $66,500 to $69,000 and maintained committee chair increments; Finance Chair retainer was $12,000.
- In 2025, committee chair increments rose; Finance Chair retainer is $15,000 (Board Chair $50,000; Board Vice Chair $25,000).
Performance Compensation
| Equity Element | 2024 (Actual) | 2025 (Grant/Target) |
|---|---|---|
| Annual RSU grant – targeted value | $69,000 target (policy) | $75,000 target (policy) |
| Annual RSU grant – grant date/terms | RSUs granted Mar 5, 2024; grant date fair value reference price $198.54 per share (closing price) | 376 RSUs granted Mar 6, 2025; grant value $75,956 per director; vest Mar 31, 2026 if serving |
| Stock awards (fair value recognized) | $74,055 (2024) | — |
Notes:
- Directors receive annual equity grants; no per-meeting fees disclosed; directors are reimbursed for expenses and education.
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Agreed (software company) | Private | Director | No related-person transactions requiring disclosure; none noted with Farmer Mac counterparties |
| Epic Ventures; Soltis Advisors; SGT Capital; XIO Group (prior) | Private investment/advisory | Advisor | No related-person transactions requiring disclosure; none noted |
- Related-party transactions: Farmer Mac entered transactions with certain related persons in 2024, but none resulted in a material interest requiring SEC “related person transaction” disclosure.
Expertise & Qualifications
- Audit committee financial expert (SEC definition).
- Capital markets experience (Goldman Sachs, Lehman Brothers, JP Morgan; hedge fund founder).
- Academic finance leadership (BYU Assistant Dean; Professor).
- Registered investment advisor; BYU MBA and BS in Economics.
Equity Ownership
| Holder | Class C Non‑Voting Shares (#) | Percent of Class | As of Date |
|---|---|---|---|
| James R. Engebretsen | 15,392 | <1% | Mar 24, 2025 |
- Stock ownership policy: Non‑employee directors must hold ≥2× annual cash retainer; as of Jan 1, 2025, 13 of 15 directors exceeded requirements (two elected in May 2024 have until May 2029).
- Insider/hedging policy: Pledging and short sales/derivative transactions in Farmer Mac securities are prohibited.
Director Compensation Mix & Ownership Alignment
- 2024 compensation: $81,000 cash fees; $74,055 stock awards; $2,796 cash in lieu of dividends on prior RSUs.
- Voluntary share purchases: Engebretsen elected to receive $79,532 of 2024 retainers in newly issued Class C shares at market value, increasing direct alignment.
- 2025 changes: Base cash retainer maintained at $69,000; annual equity target increased to $75,000; Finance Chair increment increased to $15,000.
Compensation Committee Analysis
- Committee membership and leadership: Between May 2023–May 2024, Human Capital & Compensation Committee included Engebretsen; leadership changed in May 2024 (Ware chair; Davidson vice chair; Riel added). None of the members is a Farmer Mac officer/employee, and no relationships required “related person transaction” disclosure.
- Independent consultant: Aon engaged since April 2019; $78,000 fees in 2024; independence assessed with no conflicts.
Say‑on‑Pay & Shareholder Feedback
- Support level: 99% of votes cast in 2024 supported NEO compensation.
- Ongoing advisory vote: Presented annually; Board considers results in future decisions.
Governance Assessment
- Independence and financial oversight: Long tenure (since 2008), leadership as Finance Chair, and designation as audit committee financial expert support Board effectiveness in financial oversight.
- Engagement and alignment: High committee activity; Board‑wide attendance ≥75% in 2024; Engebretsen voluntarily converted significant cash retainers into stock, signaling ownership alignment.
- Conflicts/RED FLAGS: No related‑person transactions requiring disclosure; pledging/derivative trading prohibited by policy. No committee interlocks or insider participation issues disclosed.
- Compensation structure: Director pay remains primarily cash retainer plus annual RSUs; 2025 increases to committee chair retainers and equity target are modest and transparent; no discretionary or unusual director pay practices disclosed.