Robert Maines
About Robert Maines
Robert J. Maines (age 56) serves as Senior Vice President – Operations at Farmer Mac (AGM), appointed in March 2021 after joining the company in December 2018 as Vice President – Enterprise Risk Officer; he holds a B.S. in Economics from the University of Delaware and has over 30 years’ financial services experience across risk, operations, audit, information security, and compliance . Company performance under Farmer Mac’s pay-for-performance framework has recently been strong: Q3 2025 diluted EPS rose to $4.44 vs $3.86 YoY, and nine‑month 2025 diluted EPS reached $12.93 vs $11.82 YoY . Long‑term incentives tied to three‑year cumulative “Earnings before Credit” paid at the 200% maximum for the 2022–2024 cycle (cumulative Earnings $478.5M), indicating outperformance on management’s key long-term metric . Farmer Mac’s compensation design emphasizes at‑risk pay and ownership alignment (clawback policy; stock ownership guidelines; no CIC cash payments for NEOs), which frames incentives for senior executives such as Maines even when individual details are not separately disclosed .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Farmer Mac (AGM) | Senior Vice President – Operations | Mar 2021–present | Senior operating leadership following prior enterprise risk leadership . |
| Farmer Mac (AGM) | Vice President – Enterprise Risk Officer | Dec 2018–Mar 2021 | Enterprise risk oversight since joining Farmer Mac . |
| Outer Banking, Inc. | President & CEO | Prior to Dec 2018 | Led a retail services company before joining Farmer Mac . |
| Beneficial Bank | EVP – Chief Risk/Operations Officer | 2008–2016 | Led Enterprise Risk, Credit, Loan & Deposit Ops, Compliance, BSA, Security, IT, and Call Center; chaired Credit Risk Committee; member of ALCO, Community Reinvestment, Disclosure committees . |
| Accume Partners | Director | Two years prior to Beneficial Bank tenure | Directed audit and risk engagements across community banks and credit unions in Mid‑Atlantic/Northeast . |
| MBNA America / Bank of America | Various management roles | 16 years | Roles across Credit, Workout, Loan Review, Internal Control, Audit, Information Security, Compliance . |
External Roles
No public company directorships or external board roles were disclosed for Maines in the executive officer biographies of the 2024–2025 proxies reviewed .
Fixed Compensation
Individual base salary and target bonus metrics for Robert Maines are not separately disclosed in recent proxy statements. Senior executives at Farmer Mac are covered by an annual short‑term incentive plan; for reference, the CEO and incoming CEO employment agreements set an 80% target bonus (CEO role) with payouts tied to company performance, illustrating the general design applied to senior executives, though individual targets for Maines are not provided .
Performance Compensation
Farmer Mac’s long‑term incentive (LTI) design for named executive officers (and generally indicative of senior executive design) blends time‑based RSUs, performance‑based RSUs (PBRSUs), and SARs with defined vesting and performance gates.
-
LTI forms and vesting mechanics :
- Time‑based RSUs: 50% mix; vest 1/3 per year .
- Performance‑based RSUs: 25% mix; 0–200% vest after 3 years based on performance; settled in Class C shares .
- Stock Appreciation Rights (SARs): 25% mix; vest 1/3 per year; 10‑year term; exercise price = grant‑date close .
-
PBRSU metrics and gates:
- Core long‑term metric: three‑year cumulative “Earnings” (Core Earnings Before Credit), with gatekeepers on capital and asset quality (NCOs and 90‑day delinquencies) .
- 2023 grant performance grid (performance period 2023–2025) :
- Threshold: $376.8M cumulative Earnings (50% payout)
- Target: $457.3M (100%)
- Max: $520.0M (200%)
- Realized outcome (prior 2022–2024 cycle): cumulative Earnings $478.5M; gatekeepers met; PBRSUs vested at 200% on March 31, 2025 .
| Component | Weighting | Vesting/Performance | Key metric(s) | Payout mechanics |
|---|---|---|---|---|
| Time‑based RSUs | 50% | 1/3 per year; typical vesting in late March | Share price | Time‑based vesting; value tracks stock . |
| PBRSUs | 25% | 3‑year; 0–200% | 3‑yr cumulative “Earnings”; capital & asset quality gatekeepers | Linear between threshold/target/max; settled in Class C shares . |
| SARs | 25% | 1/3 per year; 10‑year term | Share price appreciation | Intrinsic value upon exercise; grant price = grant‑date close . |
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Beneficial ownership | Maines is not listed among named executive officers or directors in the individual beneficial ownership tables; his specific holdings are not disclosed in those tables . |
| Stock ownership guidelines | Officers must hold a multiple of salary: CEO 3x, EVP 2x, SVP 1x; directors 2x retainer . As of Jan 1, 2024, 12 of 16 officers exceeded their minimums; the 4 shortfalls were recent hires/promotions with time remaining to comply . |
| Hedging/pledging | Insider trading policy prohibits pledging and hedging (short sales, puts/calls/derivatives) in Farmer Mac securities; pre‑clearance and window policies apply, with 10b5‑1 plans permitted . |
| Vesting calendar considerations | Officer RSUs and SARs commonly vest on March 31 in annual tranches; PBRSUs settle after 3 years (recent cycle settled March 31, 2025) . |
| Section 16(a) compliance | The 2024 proxy notes three late Section 16(a) reports by Maines, each covering an acquisition under a dividend reinvestment plan; all transactions were subsequently reported . |
Employment Terms
| Topic | Company disclosure (context for senior executives) |
|---|---|
| Clawback | Policy consistent with SEC/NYSE allows recovery of incentive comp upon restatement, termination for cause, or incorrect metric calculation; applies to executive officers . |
| Change‑in‑control (CIC) | None of the named executive officers are eligible to receive additional payments upon a change‑in‑control of Farmer Mac . |
| Severance (reference, NEOs) | As of 12/31/2023, termination without cause would pay base salary plus a non‑equity incentive component for NEOs (e.g., CEO $800k + $800k); COBRA for 12 months at company expense; disability scenarios differ by officer . |
| Stockholder alignment | 2024 say‑on‑pay received 99% support, reinforcing alignment with investor expectations . |
Investment Implications
- Alignment and retention: Farmer Mac’s ownership guidelines (SVP 1x salary), clawback, and prohibition on pledging/hedging support alignment and reduce forced‑sale risk; group compliance among officers is high, though individual status for Maines isn’t disclosed .
- Incentive quality and pressure: Annual vesting of RSUs/SARs and PBRSU settlements around March 31 create predictable windows for potential insider sales; PBRSUs paying at 200% for 2022–2024 signal robust fundamental performance on management’s core “Earnings” metric, supporting constructive incentive pressure rather than defensive selling .
- Governance and downside risk: No CIC payments for NEOs evidences a conservative posture toward windfalls in a change‑in‑control context; while Maines‑specific severance is not disclosed, the enterprise approach lowers risk of misaligned payouts at senior levels .
- Monitoring flags: The three late Section 16 filings were administrative and subsequently cured; continue to monitor for Form 4 activity near late‑March vesting as a gauge of personal liquidity needs vs. confidence .
Citations:
- Executive biography and career history
- EPS performance (Q3 2025)
- PBRSU vesting outcome and schedules
- LTI mix, clawback, ownership guidelines, pay philosophy, say‑on‑pay
- PBRSU metrics/gates and definition of “Earnings”
- Ownership tables (Maines not individually listed), insider trading policy, Section 16 notes, CIC and severance references