Todd Ware
About Todd Ware
Todd P. Ware, 59, has served on Farmer Mac’s Board since May 9, 2019; he is independent and chairs the Human Capital & Compensation Committee, is vice chair of the Cybersecurity Subcommittee of the Enterprise Risk Committee, and sits on the Enterprise Risk and Corporate Governance Committees. He is President & CEO of Licking Rural Electrification – The Energy Cooperative (The Energy Cooperative) since January 2012 and previously served as VP–Finance (1998–2000) and VP & CFO (2001–2012); he holds a B.S. in Accounting from The Ohio State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Licking Rural Electrification – The Energy Cooperative | President & CEO | Jan 2012–present | Oversees rural infrastructure operations; prior VP & CFO (2001–2012), VP–Finance (1998–2000) |
| National Rural Utilities Cooperative Finance Corporation (CFC) | Director | Jun 2015–Jun 2021 | Served on audit, compensation, corporate relations, and loan committees |
| The Energy Cooperative (prior roles) | VP & CFO; VP–Finance | 1998–2012 | Led finance/accounting functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buckeye Power Cooperative | Director; Treasurer | Since 2012 | Executive committee, rate committee, risk management committee; previously reliability committee |
| Altheirs Oil Corporation | Director | Since 2002 | Board service |
| National Gas & Oil Cooperative | Director | Since 2002 | Board service |
| The Ohio State University–Newark Regional Campus | Advisory Board Member | Since 2016 | Advisory responsibilities |
| Cardinal Operating Company | Director | Since 2019 | Board service |
Board Governance
- Committee assignments: Human Capital & Compensation (Chair), Enterprise Risk (Member), Corporate Governance (Member), Cybersecurity Subcommittee (Vice Chair) .
- Attendance: The Board met nine times in 2024; each director attended at least 75% of Board and assigned committee meetings, and all directors attended the 2024 Annual Meeting .
- Independence: The Board affirmed Ware’s independence in March 2025 under SEC/NYSE and Farmer Mac guidelines .
| Committee | Ware Role | 2024 Meetings | Committee Attendance (% overall) |
|---|---|---|---|
| Human Capital & Compensation | Chair | 5 | 93% |
| Enterprise Risk | Member | 5 | 97% |
| Corporate Governance | Member | 11 | 99% |
| Cybersecurity Subcommittee (of ERC) | Vice Chair | Ad hoc | Subcommittee established for cybersecurity oversight |
Fixed Compensation
| Component | 2024 Actual ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 76,516 | Includes elective share purchases in lieu of some cash retainers ($12,682) |
| Stock Awards (RSUs) | 74,055 | Annual RSU grant fair value (373 RSUs granted 3/5/2024) |
| All Other Compensation | 2,796 | Cash in lieu of dividends on RSUs that vested 3/31/2024 |
| Total | 153,367 | 2024 director total compensation |
| Forward Structure | 2024 Target ($) | 2025 Target ($) | Notes |
|---|---|---|---|
| Base Cash Retainer | 69,000 | 69,000 | Maintained YoY |
| Annual Equity Award (Target) | 69,000 | 75,000 | Increased 4.3% YoY |
| HCC Committee Chair Incremental Retainer | 12,000 | 15,000 | Chair retainers raised in 2025 |
- Directors may elect to receive shares of Class C Non-Voting Common Stock quarterly in lieu of some cash retainers; Ware elected $12,682 in 2024 .
Performance Compensation
- Farmer Mac does not use performance-based pay for non-employee directors; equity is granted as time-based RSUs that vest on service .
| RSU Grant Year | Grant Date | RSUs (#) | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | Mar 5, 2024 | 373 | 74,055 | Vested Mar 31, 2025 (service-based) |
| 2025 | Mar 6, 2025 | 376 | 75,956 (actual value at grant) | Vests Mar 31, 2026 (service-based) |
- Cash in lieu of dividends is paid on RSUs at vesting; 2024 amounts reflected in “All Other Compensation” .
Other Directorships & Interlocks
- Principal holder link: National Rural Utilities Cooperative Finance Corporation (CFC) beneficially owns 5.32% of Class A Voting Common Stock; Ware previously served on CFC’s board through 2021 and does not beneficially own CFC-held shares .
- Independence review: The Board evaluated ordinary-course transactions involving entities where Ware served as director and determined none were material and terms were comparable to unaffiliated entities .
Expertise & Qualifications
- Rural infrastructure industry experience (current CEO of The Energy Cooperative) .
- Financial literacy and accounting/financial reporting experience .
- Strategic planning and risk assessment/management experience .
- Cybersecurity oversight experience (vice chair of Cybersecurity Subcommittee) .
- Human capital management and talent development experience .
- Prior board service and executive experience .
Equity Ownership
| Holder | Class C Shares Beneficially Owned (#) | % of Class | Notes |
|---|---|---|---|
| Todd P. Ware | 3,511 | <1% | Does not include RSUs scheduled to vest after May 23, 2025; directors may elect share settlement for retainers |
- Stock ownership guidelines: Non-employee directors must hold 2× annual cash retainer; as of Jan 1, 2025, 13 of 15 directors exceeded guidelines (two directors elected in May 2024 still within compliance window) .
Governance Assessment
- Independence and conflicts: The Board affirmed Ware’s independence and found no material related-party transactions in the last three years involving his affiliated entities; CFC ownership noted but Ware does not beneficially own CFC shares .
- Committee leadership: As HCC chair, Ware influences executive and director compensation policy, with independent consultant (Aon/McLagan) engaged and assessed as conflict-free; Aon fees were $78,000 in 2024 .
- Compensation structure signals: 2025 increases targeted equity award ($75k) and chair retainers (HCC chair to $15k) while retaining a cash retainer at $69k; modest shift toward equity and chair responsibility pay supports alignment and committee workload compensation .
- Shareholder alignment and controls: Strict insider trading policy prohibits pledging and hedging; directors receive Class C stock-based compensation; stock ownership policy requires directors to meet holdings thresholds within five years .
- Say-on-pay context: 99% of votes cast in 2024 supported NEO compensation, indicating broad investor support for the compensation governance framework overseen by the HCC Committee .
- Attendance and engagement: Board and committee attendance metrics were high in 2024, with each director meeting minimum participation thresholds and committees showing strong attendance rates .
RED FLAGS: None disclosed specific to Ware. Independence determinations addressed ordinary-course transactions with affiliated entities and found no material relationships; hedging/pledging is prohibited; no director-specific related-party transactions flagged .