Lajuana Wilcher
About Lajuana Wilcher
Lajuana S. Wilcher (age 70) has served on Farmer Mac’s Board since December 20, 2019; she is the Board Vice Chair (since March 2022) and previously served as Board Chair (January 2020–March 2022). She is acting chair of the Enterprise Risk Committee, vice chair of the Corporate Governance Committee, and a member of the Public Policy & Corporate Social Responsibility Committee; she is a partner at English, Lucas, Priest & Owsley, LLP (since 2006) and owner/operator of Scuffle Hill Farm (since 2005), with prior Senate-confirmed service as EPA Assistant Administrator for Water (1989–1993) and Kentucky Cabinet Secretary for Environmental & Public Protection (2003–2006); she holds a B.S. from Western Kentucky University and a J.D. from Salmon P. Chase College of Law and has CERT Cybersecurity Oversight certification for directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Environmental Protection Agency (EPA) | Assistant Administrator for Water | 1989–1993 | Senate-confirmed leadership of national water policy |
| Commonwealth of Kentucky – Environmental & Public Protection Cabinet | Cabinet Secretary | 2003–2006 | Oversight included banking, securities, and insurance regulatory agencies |
| English, Lucas, Priest & Owsley, LLP | Partner | Since 2006 | Environmental permitting, enforcement, and regulatory compliance counsel |
| Scuffle Hill Farm (Alvaton, KY) | Owner/Operator | Since 2005 | Agricultural production; Certified Crop Advisor, Master Grazer, Master Cattleman |
| U.S. Department of Agriculture (USDA) | Leadership/agency roles | Not disclosed | Federal agency experience relevant to agriculture and policy |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Warren County Conservation District | Board Member | Current | Soil/water conservation governance |
| Kentucky Chamber of Commerce | Chair, Energy & Environmental Policy Council | Current | State-level energy/environment policy leadership |
Board Governance
- Committee assignments: acting Chair – Enterprise Risk; Vice Chair – Corporate Governance; Member – Public Policy & Corporate Social Responsibility .
- Board and committee activity: Board held 9 meetings in 2024; every director attended ≥75% of Board and committee meetings on which they served . Committee activity and attendance rates in 2024: Audit (11, 97%), Business Development & Strategy (4, 100%), Corporate Governance (11, 99%), Credit (5, 100%), Enterprise Risk (5, 97%), Finance (5, 100%), Human Capital & Compensation (5, 93%), Public Policy & CSR (4, 96%) .
- Independence: Board affirmatively determined in March 2025 that Wilcher meets Farmer Mac’s independence standards (which meet or exceed SEC/NYSE) .
- Executive sessions: Board Chair presides over regularly scheduled executive sessions without management .
- Risk oversight: Enterprise Risk Committee oversees enterprise-wide risk; Board maintains a dedicated cybersecurity subcommittee under Enterprise Risk (Wilcher has CERT cybersecurity oversight certification) .
Fixed Compensation
2024 Director Compensation – Lajuana S. Wilcher
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 94,000 | Includes base retainer and role-based incremental retainers |
| Stock Awards | 74,055 | Annual RSU grant (373 RSUs granted March 5, 2024) |
| All Other Compensation | 2,796 | Cash in lieu of dividends on prior RSU vesting |
| Total | 170,851 | Sum of components above |
Director Compensation Structure (Policy Levels)
| Year | Base Annual Cash Retainer ($) | Board Vice Chair Incremental ($) | Committee Chair Incremental ($) |
|---|---|---|---|
| 2024 | 69,000 | 25,000 | Audit 15,000; Corporate Governance 12,000; Enterprise Risk 12,000; Finance 12,000; Human Capital & Compensation 12,000; Business Development & Strategy 6,000; Credit 6,000; Public Policy & CSR 6,000 |
| 2025 | 69,000 | 25,000 | Audit 17,500; Corporate Governance 15,000; Enterprise Risk 15,000; Finance 15,000; Human Capital & Compensation 15,000; Business Development & Strategy 10,000; Credit 10,000; Public Policy & CSR 10,000 |
Note: No per-meeting fees; directors may elect to receive Class C shares in lieu of cash retainers; several directors used cash retainers to acquire shares in 2024 (list provided in proxy) .
Performance Compensation
Directors receive time-based RSUs; there are no performance metrics tied to director equity awards (performance metrics in the proxy apply to executive officers, not directors) .
| Grant Date | RSUs (#) | Targeted Value ($) | Actual Grant-Date Value ($) | Vesting |
|---|---|---|---|---|
| March 5, 2024 | 373 | 69,000 | 74,055 | March 31, 2025 (service-based) |
| March 6, 2025 | 376 | 75,000 | 75,956 | March 31, 2026 (service-based) |
Other Directorships & Interlocks
- No other public company directorships disclosed for Wilcher; her public service/governmental roles and current external roles are listed above .
- Related institutions: Transactions with certain institutions affiliated with other directors occurred in the ordinary course and were determined immaterial; Board independence determinations addressed such relationships; no related person transaction requiring Item 404 disclosure was identified for 2024 .
Expertise & Qualifications
- Governmental/public policy expertise (EPA Assistant Administrator; Kentucky Cabinet Secretary; appointed Board member by the U.S. President) .
- Agriculture production and environmental credentials (farm owner-operator; Certified Crop Advisor; Master Grazer; Master Cattleman) .
- Legal/regulatory expertise (environmental permitting, enforcement, compliance) .
- Strategic planning and risk oversight experience; cybersecurity oversight certification (CERT) .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class C Non-Voting Common Stock | 2,963 | <1% | Excludes shares attributable to RSUs scheduled to vest after May 23, 2025 |
- Stock ownership policy: Non-Employee Directors must hold at least 2× annual cash retainer; policy counts directly/indirectly owned shares, unvested time-based restricted stock/RSUs (but excludes options/SARs and unvested performance-based equity) .
- Compliance status (Board-wide): As of Jan 1, 2025, 13 of 15 directors exceeded minimum ownership; two directors elected in May 2024 are within the 5-year compliance window (to May 2029) .
- Hedging/pledging: Prohibited for directors and employees by insider trading policy .
Governance Assessment
- Independence and attendance: Board affirmed Wilcher’s independence in March 2025; directors attended ≥75% of Board/committee meetings in 2024—supports engagement and oversight quality .
- Risk oversight signal: As acting chair of Enterprise Risk and vice chair of Corporate Governance, Wilcher is central to enterprise risk management, governance policy, and compliance oversight—positive for board effectiveness .
- Pay structure alignment: Director compensation mix is balanced between cash and time-based RSUs; ownership policy requires meaningful shareholding; insider trading policy bans hedging/pledging—supports investor alignment .
- Related-party exposure: No related person transactions requiring disclosure for 2024; independence review found no material relationships—low conflict risk .
- Compensation governance: Compensation Committee comprised of independent directors, uses independent consultant (Aon/McLagan); strong say-on-pay approval (99% of votes cast in 2024)—positive governance indicator .
RED FLAGS: None disclosed specific to Wilcher (no pledging/hedging allowed; no related person transactions requiring disclosure; independence affirmed) .