Kerry Willie
About Kerry Willie
Kerry T. Willie is Senior Vice President – Chief Human Resources Officer (CHRO) at the Federal Agricultural Mortgage Corporation (Farmer Mac), appointed in February 2022 after serving as Vice President – Human Capital since June 2018; she is 60 years old and holds an MBA from Fairleigh Dickinson University and a BS from Ithaca College . Her background spans >20 years in HR and operations, including leadership roles at Blackboard (2015–2018), Northrop Grumman (2007–2015), SBLI USA, Boston Public Health Commission, and Hertz . During her tenure, company-level pay-versus-performance disclosures show strong alignment to Total Shareholder Return (TSR) and earnings: Farmer Mac’s five-year cumulative TSR outperformed the S&P 500 Financial Services Index in 2023–2024, and compensation actually paid tracked TSR movements by design . The company’s insider policies prohibit pledging/hedging and require stock ownership multiples, reinforcing alignment between executives and shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackboard Inc. | Director, HR Business Partner | 2015–2018 | Led HR business partnering during period of technology org leadership; contributed to talent strategies . |
| Northrop Grumman Corporation | Corporate Director of Human Resources (various roles) | 2007–2015 | Provided talent management strategies for up to 3,000 employees . |
| SBLI USA | Executive Vice President, Administration | — | Led HR, customer operations, and facilities during transformational growth . |
| Boston Public Health Commission | HR roles (early career) | — | Early HR career foundation . |
| Hertz Car Rental | HR roles (early career) | — | Early HR career foundation . |
External Roles
- None disclosed in SEC filings reviewed .
Fixed Compensation
- Ms. Willie is not listed among the Named Executive Officers (NEOs) in Farmer Mac’s 2024–2025 Compensation Discussion & Analysis, so her base salary, target bonus, and realized cash incentives are not individually disclosed in the DEF 14A . Company 8‑Ks in 2024–2025 disclosed base salary increases for certain NEOs (CFO, Chief Business Officer, Chief Credit Officer, General Counsel), but did not include Ms. Willie .
Performance Compensation
Farmer Mac’s executive incentive design (company program terms for executives and NEOs) emphasizes a balanced framework of short- and long-term metrics with clawback, ownership, and risk controls:
- Program overview and philosophy: Balanced metrics aligned to mission/safety and soundness; no enhanced SERPs; CEO has the only fixed-term employment agreement; conservative severance for some executives; no change‑in‑control “golden parachutes” .
- Ownership/clawback/hedging: Ownership multiples (SVP = 1x base salary) with a 5‑year compliance window; pledging and specified hedging prohibited; SEC/NYSE‑compliant clawback covering both “Big R” and “little r” restatements plus additional recovery for cause or miscalculated metrics .
- Annual equity grant mix and timing: Typical annual equity mix — 50% time‑based RSUs, 25% performance‑based RSUs, 25% SARs, generally granted 3–10 business days after filing the Form 10‑K (subject to blackout policy) .
Performance metric structure and vesting details:
| Incentive Type | Metric/Terms | Weighting | Target/Thresholds | Payout Range | Vesting/Key Dates |
|---|---|---|---|---|---|
| Short‑Term Incentive (cash) | Balanced scorecard including Earnings (Core Earnings before Credit), Total Revenues, Business Volume, risk/asset quality compliance | Earnings component = 25% of STI | Company scorecard goals set annually | 0–Cap per plan | Annual; aligns to risk framework . |
| Time‑Based RSUs (2024 grant) | Share price-driven value | 50% of LTI mix at grant | — | — | Vests 1/3 on 3/31/2025, 3/31/2026, 3/31/2027; retirement provisions for some executives . |
| Performance‑Based RSUs (2024 grant) | 3‑Year Cumulative “Earnings” with “gatekeepers” (capital and asset quality) | 25% of LTI mix at grant | Threshold $514.8m (50% payout); Target $624.8m (100%); Max $710.5m (200%); 1/1/2024–12/31/2026 | 0–200% | Cliff vest 3/31/2027 if gates met . |
| Performance‑Based RSUs (2023 grant) | 3‑Year Cumulative “Earnings” with gatekeepers (capital/asset quality) | — | Threshold $376.8m (50%); Target $457.3m (100%); Max $520.0m (200%); 1/1/2023–12/31/2025 | 0–200% | Cliff vest 3/31/2026 if gates met . |
| SARs (2024 grant) | Share price appreciation; 10‑yr term | 25% of LTI mix at grant | Grant price $198.54 (3/5/2024) | — | Vest 1/3 each on 3/31/2025, 3/31/2026, 3/31/2027; expire 3/5/2034; retirement/death/disability/other term provisions per plan . |
| SARs (2025 grant) | Share price appreciation; 10‑yr term | — | Grant price $202.01 (3/6/2025) | — | Vest 1/3 each on 3/31/2026, 3/31/2027, 3/31/2028; expire 3/6/2035; retirement/death/disability/other term provisions per plan . |
Notes:
- “Earnings” (Core Earnings before Credit) is Farmer Mac’s non‑GAAP company‑selected performance measure used for pay-versus-performance and is prominent in incentive design .
- Gatekeepers for PRSUs include maintaining regulatory capital compliance, 3‑year average net charge‑offs <20 bps, and 90‑day delinquencies <1% of net outstanding business volume .
Equity Ownership & Alignment
- Stock ownership policy: Minimum ownership multiples — CEO 3x salary; EVP 2x; SVP 1x; VP 0.5x; Directors 2x annual cash retainer. Counts include direct/indirect shares and unvested time‑based RSUs; exclude options/SARs and unvested performance‑based awards. Compliance required within five years; as of Jan 1, 2025, 14 of 16 officers and 13 of 15 directors exceeded requirements (newer appointees within window) .
- Hedging/pledging: Insider policy prohibits any pledging activities and specified hedging (short sales, puts/calls/derivatives); sales subject to pre‑clearance, open windows, and Rule 10b5‑1 plans .
- Group ownership: All directors and current executive officers as a group (24 persons, including Ms. Willie) beneficially owned 205,703 shares of Class C Non‑Voting Common Stock (2.20%) as of March 24, 2025 .
Employment Terms
- Employment agreements: CEO has the only fixed‑term employment agreement; other executive officers (including SVPs) generally do not have employment contracts disclosed .
- Severance plan (Amended and Restated Executive Officer Severance Plan): If designated as a participant, termination without cause or resignation for “Adverse Change in Conditions of Employment” provides a lump sum equal to base salary + target bonus, plus 12 months COBRA premium differential, subject to release and ongoing compliance; disability benefit coordinates with LTD; plan updated in 2020 to refine definitions and restrictions (competition/solicitation/disparagement) . Among NEOs, only the CFO, Chief Business Officer, and General Counsel were participants as of the 2025 proxy; participation for other executives is by designation and not disclosed for Ms. Willie .
- Clawback: Revised August 10, 2023 to comply with NYSE; mandatory recovery of erroneously awarded incentive comp for “Big R” or “little r” restatements within three years; discretionary recovery for terminations for cause and metric miscalculations; no indemnification for recouped comp .
- Perquisites/benefits: Limited perqs (e.g., paid parking); executive health benefit introduced July 2023 for SVP+ capped at $3,000 per year; broad-based benefits, including fully company-paid medical/dental/vision and defined-contribution retirement with employer contributions; nonqualified restoration plan for designated highly compensated employees .
Performance & Track Record (Company-Level Context During Willie’s Tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment – Farmer Mac TSR (Class C) | $93 | $161 | $152 | $284 | $281 |
| Value of $100 Investment – Peer (S&P 500 Financial Services Index) | $111 | $151 | $134 | $139 | $199 |
| GAAP Net Income | $114,376,000 | $136,089,000 | $178,144,000 | $200,003,000 | $207,193,000 |
| Core Earnings Before Credit (non‑GAAP) | $106,639,000 | $111,842,000 | $125,598,000 | $172,053,000 | $180,862,000 |
Additional context:
- Farmer Mac’s five‑year cumulative TSR outperformed the peer index in 2023 and 2024; compensation actually paid to executives was aligned with TSR by design due to equity valuation mechanics .
- Say‑on‑pay: 99% stockholder support in 2024, reflecting endorsement of the pay design and governance practices .
- Culture/engagement: Farmer Mac won four Energage Top Workplaces Culture Excellence awards (Innovation, Employee Appreciation, Compensation & Benefits, Leadership); Ms. Willie, as CHRO, emphasized benefits and culture as critical to attraction and retention in the announcement .
Investment Implications
- Alignment strong; retention risks moderate: Ownership multiples, no pledging/hedging, and a rigorous clawback reduce misalignment and risk-taking. LTI uses a conservative mix (50% time‑based RSUs; 25% PRSUs; 25% SARs), with PRSU gatekeepers on capital and asset quality, tying incentives to sustainable earnings quality .
- Predictable vesting/sale windows: Annual vest dates (March 31) for RSUs/SARs and strict trading windows/10b5‑1 policies mean any selling pressure from vesting is likely to be orderly and pre‑planned rather than opportunistic; nonetheless, watch post‑March 31 windows for programmatic liquidity events .
- Severance/contract posture: Only designated participants receive severance equal to salary+target bonus and benefits; NEO participants are identified but participation for Ms. Willie is not disclosed, suggesting limited guaranteed protections compared to NEOs—this can modestly elevate retention sensitivity if external demand for HR leadership rises .
- Performance under tenure: TSR and earnings growth were robust in 2023–2024, and CAP tracked TSR as designed, indicating incentive realizations are likely to remain sensitive to stock performance and core earnings momentum. Continued adherence to capital/credit quality gates is critical for PRSU outcomes .
- Culture advantage: Recognized culture/benefits awards and CHRO focus on engagement can improve employee retention and execution, a positive leading indicator for stable growth in business volume and earnings that underpin incentive payouts .