Luca Fabbri
About Luca Fabbri
Luca Fabbri, age 56, is President and Chief Executive Officer of Farmland Partners Inc. (FPI) and has served as CEO and a director since February 23, 2023; he was President since October 2021 and previously served as CFO/Treasurer from founding until October 2021. He holds a B.S. with Honors in Economics from the University of Naples (Italy) and an MBA in Finance from MIT; his background spans finance, corporate development, and operating roles in agriculture and technology . Pay-versus-performance disclosure shows improving shareholder and financial outcomes: TSR rose to $116.51 from a $100 base in 2024, and net income increased to $61.45 million in 2024 from $31.68 million in 2023 and $11.96 million in 2022 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of Initial $100 Investment (TSR) | $106.12 | $110.32 | $116.51 |
| Net Income ($) | $11,960,000 | $31,681,000 | $61,450,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmland Partners Inc. | CFO & Treasurer | Founding–Oct 2021 | Built finance function from founding; public REIT rigor |
| Farmland Partners Inc. | President | Oct 2021–Feb 2023 | Executed operational leadership pre-CEO transition |
| American Agriculture | SVP & COO | Nov 2011–2014 | Operations in agricultural services |
| Co3 Systems Inc. | VP Engineering | Jan 2010–Oct 2011 | Enterprise software product execution |
| Elk Creek Ventures Inc. | Consultant | Jan 2003–Sep 2012 | Technology, finance, corp dev advisory |
| Jazz Technologies, Inc. | Head of Corporate Development | Apr 2000–Dec 2002 | M&A/corporate development for semiconductor foundry |
| Thejobsite.com | Founder & SVP/CFO | Apr 2000–Dec 2002 | Early-stage software finance/ops leadership |
| Merrill Lynch & Co. (London) | M&A Associate | Aug 1997–Jan 2000 | Cross-border M&A experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Farmland Partners Inc. Board | Director (non-independent) | 2023–present | As non-independent director, not serving on board committees |
Fixed Compensation
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $375,000 | $375,000 |
| Non-Equity Incentive Comp | $103,125 (tied to AFFO/share and lease renewal rates) | $103,125 (same metrics) |
| Cash Bonus (Discretionary) | $171,875 | $1,025,000 (included special bonus for asset sales) |
| Stock Awards (bonus stock; restricted) | $494,993 | $545,001 |
| All Other (dividends on unvested shares) | $17,830 | $35,710 |
| Total Compensation | $1,162,823 | $2,083,836 |
Performance Compensation
- Short-term incentive metrics: renewal rates of expiring leases and AFFO/share (used for 2023 and 2024 non-equity incentive awards) .
- Equity performance awards: program includes absolute TSR and relative TSR metrics with three-year vesting; as of 12/31/2024, TSR-based awards were estimated at target (absolute TSR) and below target (relative TSR) .
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Short-term incentive (cash) | AFFO/share | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual |
| Short-term incentive (cash) | Lease renewal rates | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual |
| Performance-based equity | Absolute TSR | Not disclosed | Not disclosed | Estimated at target as of FYE 2024 | Not disclosed | 3-year ratable |
| Performance-based equity | Relative TSR | Not disclosed | Not disclosed | Estimated below target as of FYE 2024 | Not disclosed | 3-year ratable |
Equity Ownership & Alignment
- Beneficial ownership: 347,100 shares as of March 10, 2025; less than 1% of outstanding common stock . Prior year: 327,040 shares (includes 4,043 held by spouse) as of March 4, 2024; less than 1% .
- Ownership guidelines: CEO must own common stock worth 4× base salary; as of December 31, 2024, the CEO held stock in excess of this guideline . Similar compliance was noted as of December 31, 2023 .
- Unvested equity and vesting cadence (12/31/2024 snapshot): restricted stock vests ratably over three years; unvested grants and market values shown below (closing price $11.76 on 12/31/2024) .
| Grant Date | Unvested Shares | Market Value ($) | Performance RSUs (Unearned) | Market Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 3/4/2024 | 40,724 | $478,914 | 8,725 | $102,612 | 3-year ratable |
| 2/24/2023 | 31,202 | $366,935 | — | — | 3-year ratable |
| 3/3/2022 | 10,619 | $124,879 | — | — | 3-year ratable |
- Pledging/hedging: Award agreements prohibit pledging/encumbering restricted awards during the restricted period; broader insider trading/recoupment frameworks are in place (Compensation Recoupment Policy) . No pledged shares are indicated in beneficial ownership footnotes for Mr. Fabbri .
Employment Terms
- Agreement term/renewals: Initial three-year term with automatic one-year renewals unless notice of non-renewal is given .
- Termination benefits:
- Without cause, for good reason, company non-renewal, or change in control: accrued pay/bonuses/expenses, COBRA premiums for up to 18 months, and separation payment equals 2× sum of (base salary + average of last three annual cash bonuses + average value of last three annual equity awards, excluding initial/multi-year/non-recurring awards) for CEO; 3× for Executive Chairman .
- Disability: accrued items plus prorated bonus and COBRA coverage .
- Equity acceleration: Upon termination without cause, for good reason, or company non-renewal, all outstanding unvested equity-based awards vest and become unrestricted .
- Change-in-control (plan-level treatment): If awards are assumed/continued, time-based restricted stock/RSUs vest and are delivered immediately before completion; performance awards convert based on actual-to-date or target depending on period elapsed; if not assumed, options/SARs become exercisable/cash-out per committee discretion .
- Clawback/recoupment: Company Compensation Recoupment Policy and plan-level recoupment provisions apply .
- Excise tax “best-pay-cap”: Payments may be reduced to maximize net after-tax value versus triggering 280G excise tax; no tax gross-up disclosed .
- Restrictive covenants: Confidentiality, noncompetition, nonsolicitation, cooperation, and nondisparagement obligations tied to severance eligibility .
Board Governance and Committee Roles (Dual-Role Implications)
- Board roles: Fabbri is CEO and a non-independent director since 2023; as non-independent he does not serve on any board committees .
- Independence and leadership: Board has a majority of independent directors; all standing committees (Audit, Compensation, Nominating/Governance) are comprised solely of independent directors; lead independent director position established to strengthen independent oversight .
- Separation of roles: FPI separates Executive Chairman (Paul A. Pittman) and CEO roles, mitigating combined-chair/CEO concerns while maintaining a lead independent director structure .
Compensation Structure Analysis
- Mix and trends: Base salary held flat at $375k in 2023 and 2024; non-equity incentive tied to AFFO/share and lease renewals remained $103,125 in both years; discretionary cash bonus increased significantly in 2024 due to special bonus for asset sales (from $171,875 to $1,025,000), and stock bonus awards rose modestly (from $494,993 to $545,001) .
- Performance alignment: Short-term incentives explicitly linked to core operating and cash-flow metrics (AFFO/share and lease renewals); long-term equity includes TSR-based awards with three-year vesting, reinforcing shareholder alignment .
- Consultant oversight: Alvarez & Marsal engaged by Compensation Committee; most recently assisted in early 2024 on performance-based equity awards and related metrics, indicating structured calibration of incentives .
Related Party Transactions (Context)
- Aircraft lease with entity owned by Executive Chairman terminated in November 2023; prior costs were $0.03 million (2023) and $0.11 million (2022), accounted based on nature of use (G&A, acquisition costs) .
Investment Implications
- Alignment and retention: Fabbri exceeds the 4× salary stock ownership guideline and holds meaningful unvested equity with three-year ratable vesting, supporting alignment and retention; however, scheduled vesting could create periodic liquidity events and potential selling pressure around anniversaries .
- Incentive quality: Incentive design balances operating metrics (AFFO/share, lease renewals) with market-based TSR awards, aligning pay with both cash generation and shareholder returns; the notable 2024 special bonus for asset sales indicates the committee’s willingness to exercise discretion for transactional execution, which can be positive when value-accretive but should be monitored to avoid pay drift .
- Change-in-control economics: Single-trigger cash severance on a change-in-control (plus plan-level equity vesting mechanics) provides meaningful protection that could raise deal-related costs; equity acceleration on certain terminations increases executive bargaining leverage in strategic scenarios .
- Governance safeguards: CEO is non-independent and not on committees; independent-only committees, separate Chairman/CEO roles, and a lead independent director mitigate dual-role risks and support oversight quality .
- Performance momentum: TSR and net income improved materially through 2024, signaling execution traction under current leadership; continued correlation of pay outcomes to AFFO/share and TSR should sustain investor alignment if targets remain appropriately rigorous .