Richard Davidson
About Richard H. Davidson
Richard H. Davidson, age 80, has served on Farmer Mac’s Board since June 3, 2010; he is an independent director and currently vice chair of the Human Capital & Compensation Committee (HCC) and a member of the Credit and Corporate Governance Committees . Davidson is President of Davidson Farms, Inc. and Vice President of DSF, Inc., a grain and beef cattle operation in Ohio; he holds a degree in Agricultural Economics from The Ohio State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AgriBank, FCB | Director | Mar 2005 – Mar 2021 | Board service; major FCS institution |
| West Central Ohio Port Authority | Chair | Not disclosed | Railroad governance leadership |
| Fayette Landmark, Inc. (Co-op) | Chair | Not disclosed | Co-op supply governance |
| Farm Credit entities (Columbus PCA; Southern Ohio Farm Credit Association) | Director | Not disclosed | Agricultural finance oversight |
| Southern State Community College; Robinson Seed Co.; Fayette County Chamber; Royster Clark, Inc. | Director | Not disclosed | Community and agribusiness governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Davidson Farms, Inc. | President | Since 1970 | Grain farm, cow/calf herd, beef operation |
| DSF, Inc. | Vice President | Since 2001 | Jointly operated with family |
| Fayette County Charitable Foundation | Director | Current | Community foundation governance |
Board Governance
- Committee assignments: Vice Chair, Human Capital & Compensation; Member, Credit; Member, Corporate Governance .
- Independence: Board affirmed Davidson’s independence in March 2025 under SEC/NYSE-aligned guidelines .
- Attendance: The Board met 9 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity context (2024 overall): Audit 11 meetings, 97% attendance; Corporate Governance 11, 99%; Credit 5, 100%; Enterprise Risk 5, 97%; Finance 5, 100%; HCC 5, 93%; Business Development & Strategy 4, 100%; Public Policy & CSR 4, 96% .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (director) | $69,000 (Board policy) | $69,000 (maintained) |
| Committee chair incremental retainer (HCC) | $12,000 (policy level; Davidson served as HCC chair until May 2024) | $15,000 (policy level; Davidson is vice chair, not chair) |
| Davidson – Fees Earned/Paid in Cash | $73,516 | Not disclosed |
| Davidson – All Other Compensation (cash in lieu of dividends) | $2,796 | Not disclosed |
Notes:
- Only chairs receive incremental retainers; committee vice chairs and members do not receive chair-level increments .
Performance Compensation
| Grant | Grant Date | RSUs (#) | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director grant (all sitting directors incl. Davidson) | Mar 5, 2024 | 373 | $74,055 total value per director; $198.54 per share | Vested Mar 31, 2025 | None (time-based RSUs) |
| Annual director grant (all sitting directors incl. Davidson) | Mar 6, 2025 | 376 | $75,956 total value per director | Will vest Mar 31, 2026 if serving on vest date | None (time-based RSUs) |
Other Directorships & Interlocks
- Prior major board: AgriBank, FCB director (2005–2021) .
- Class B proposer influence: AgriBank (holder of 40.3% of Class B Voting Common) recommended Davidson’s renomination in 2025; Farmer Mac paid no search fees for nominees .
- Principal holders context: AgriBank 40.30% of Class B; CoBank 32.63%; AgFirst 16.79%; several Class A holders listed; Davidson does not beneficially own shares held by AgriBank .
Expertise & Qualifications
- Industry and production: Agricultural production experience .
- Finance and accounting: Financial literacy; accounting training/financial reporting experience; knowledge of agricultural finance/capital markets/lending .
- Strategy and risk: Strategic planning; risk assessment/management/control .
- Governance breadth: Experience from service on other boards .
Equity Ownership
| Holder | Class C Non-Voting Shares (#) | % of Class | Notes |
|---|---|---|---|
| Richard H. Davidson | 13,802 | <1% (*) | Table excludes RSUs vesting after May 23, 2025 |
Policies and alignment:
- Stock ownership guidelines: Non‑employee directors must hold ≥2x annual cash retainer .
- Hedging/pledging: Insider trading policy prohibits pledging and specified hedging activities in Farmer Mac securities .
- Compliance status vs guidelines: Individual compliance not disclosed.
Compensation Structure Analysis
- Mix: Directors receive fixed cash retainer plus annual time‑based RSUs; no meeting fees disclosed .
- Year-over-year changes: 2025 equity grant targeted value increased to $75,000 from $69,000; committee chair increments increased (e.g., HCC from $12,000 to $15,000), while base cash retainer held at $69,000 .
- Consultant independence: Aon provided independent compensation advisory; fees of $78,000 in 2024; Compensation Committee concluded no conflict of interest .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: Over 99% of votes cast supported NEO compensation (excluding broker non‑votes and abstentions) .
Related Party Transactions (Conflict Review)
- 2024 transactions: Farmer Mac engaged in ordinary‑course transactions with institutions owning ≥5% voting stock or affiliated with directors; terms comparable to unaffiliated entities; Board determined none constituted a “related person transaction” requiring disclosure under SEC rules .
- Independence determination: Board reviewed relationships and affirmed Davidson’s independence in March 2025 .
Governance Assessment
- Strengths:
- Long-tenured independent director with deep agricultural and finance experience; currently vice chair of HCC and on Credit/Corporate Governance, aligning skills with oversight needs .
- Clear director ownership guidelines and prohibition on hedging/pledging support alignment; director RSU grants vest on service continuation dates, encouraging board continuity .
- Board- and committee-level attendance robust in 2024; all directors attended the annual meeting .
- Compensation consultant independence affirmed; strong say‑on‑pay support indicates positive investor sentiment .
- Considerations / RED FLAGS to monitor:
- AgriBank’s significant Class B stake (40.3%) and its recommendation to renominate Davidson could create perceived influence risks; Board has affirmed independence and found no material related‑person transactions, but this concentration warrants ongoing monitoring of committee voting/decisions for potential interlock effects .
- Committee attendance for HCC (overall 93%) lagged other committees in 2024; not director‑specific, but suggests heightened focus on engagement and cadence in compensation oversight .