Paul Pittman
About Paul Pittman
Paul A. Pittman is Executive Chairman of Farmland Partners Inc. (FPI), serving on the Board since 2014; he was CEO until February 2023 and President until November 2021 . He grew up in a farm family, has operated and acquired farms since the mid-1990s, and contributed farmland assets in Illinois, Nebraska, and Colorado at FPI’s IPO in 2014; prior roles include CFO of Jazz Technologies, President at HomeSphere, M&A investment banker at Merrill Lynch, Wasserstein Perella, ThinkEquity, and attorney at Sullivan & Cromwell; he served in the U.S. Coast Guard and holds a B.S. in Agriculture (University of Illinois), M.P.P. (Harvard), and J.D. with Honors (University of Chicago Law School) . Age: 62 (as of March 24, 2025) . Performance context: FPI’s net income rose ~94% in 2024 vs 2023 and ~165% in 2023 vs 2022, with TSR values of $116.51, $110.32, and $106.12 for 2024/2023/2022 on a $100 base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmland Partners Inc. | Chief Executive Officer | 2014–Feb 2023 | Led portfolio growth; contributed personal farmland at IPO, established REIT platform |
| Farmland Partners Inc. | President | 2014–Nov 2021 | Oversaw operations and capital allocation |
| Jazz Technologies | Chief Financial Officer | Pre-2003 | Public company finance and operations (semiconductor foundry) |
| HomeSphere (via TheJobsite.com merger) | President | Pre-2003 | Enterprise software leadership and integration |
| Merrill Lynch; Wasserstein Perella; ThinkEquity | Investment Banker (M&A) | Pre-2000s | Transaction execution; finance expertise |
| Sullivan & Cromwell LLP | Attorney | Early career | Legal foundation; corporate law |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Coast Guard | Service member | N/A | Leadership and discipline; public service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $575,000 | $575,000 |
| Non-Equity Incentive ($) | $0 | $215,625 | $121,875 |
| Bonus ($) | $718,000 | $359,375 | $1,325,000 (incl. special asset sale bonus) |
| Stock Awards ($) | $749,998 | $1,006,243 | $895,883 |
| All Other ($) | $23,605 | $33,360 | $67,846 |
| Total Compensation ($) | $2,066,603 | $2,189,603 | $2,985,604 |
Notes:
- Non-equity incentive goals for 2023–2024: lease renewal rates and AFFO/share; bonuses include Compensation Committee discretion; 2024 included special bonus for exemplary asset sale work .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual non-equity incentive (cash) | Not disclosed | Renewal rates; AFFO/share | Not disclosed | $121,875 (2024); $215,625 (2023) | Annual determination |
| Annual bonus (cash + RS) | Discretionary | Committee assessment; special asset sale recognition (2024) | Not disclosed | $1,325,000 (2024); $359,375 (2023) | RSs vest ratably over 3 years |
| Performance-based equity awards (TSR) | Not disclosed | Absolute TSR at target; Relative TSR at target baseline | Absolute TSR at target; Relative TSR trending below target | Shares earn based on TSR outcomes | 3-year vesting from grant date |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Unvested RS Shares | Market Value ($) | Unearned Performance Shares | Market Value ($) |
|---|---|---|---|---|
| 3/4/2024 | 66,943 | $787,250 (at $11.76/sh) | 14,344 | $168,691 (at $11.76/sh) |
| 2/24/2023 | 63,465 | $746,348 | — | — |
| 3/3/2022 | 21,097 | $248,101 | — | — |
Vesting mechanics:
- All RS awards vest ratably on the first three anniversaries of the grant date; performance-award vesting over 3 years with outcomes tied to absolute and relative TSR; relative TSR awards estimated below target; market values computed at $11.76 closing price on 12/31/2024 .
Pay versus performance context:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of $100 investment) | $106.12 | $110.32 | $116.51 |
| Net Income ($) | $11,960,000 | $31,681,000 | $61,450,000 |
Commentary:
- CAP (compensation actually paid) increased alongside stronger TSR in 2024; FPI disclosed net income growth of ~165% in 2023 vs 2022 and ~94% in 2024 vs 2023 .
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| March 4, 2024 | 2,640,048 | 5.5% (48,155,341 shares outstanding) | Includes spouse and UTMA holdings for daughters |
| March 10, 2025 | 2,911,650 | 6.3% (45,990,382 shares outstanding) | Includes spouse and daughters’ holdings |
Ownership guidelines and alignment:
- Stock ownership guidelines: CEO must hold 4x salary and non-employee directors $100,000; as of Dec 31, 2024, Executive Chairman and CEO held well in excess of 4x salary; all non-employee directors met the $100,000 threshold .
- Pledging/hedging: FPI references an Insider Trading Policy update and has a Compensation Recoupment Policy; the proxy does not disclose specific hedging or pledging prohibitions nor any pledged shares by Paul Pittman .
- Director compensation: Pittman does not receive additional compensation for Board service .
Insider selling pressure:
- Upcoming supply from scheduled RS vesting over 2025–2027 from 2024 and 2023 grants; performance award outcomes may add to share delivery; exact sell decisions are not disclosed .
Employment Terms
- Agreements: Pittman’s employment agreement dated March 9, 2018 (amended/restated Dec 13, 2018) with auto one-year renewals; restrictive covenants (confidentiality, non-compete, non-solicit, cooperation, non-disparagement) apply .
- Termination/Severance:
- For termination without cause, for good reason, non-renewal by Company, or upon change in control: cash severance equal to 3x the sum of (A) current base salary, (B) average of last three annual bonuses, and (C) average value of annual equity awards from last three annual grants (excluding initial and non-recurring awards), plus COBRA premiums for up to ~18 months; payment also includes accrued items and approved expenses .
- Equity acceleration: upon Company termination without cause, good reason resignation, or Company non-renewal, all outstanding unvested equity-based awards vest and become unrestricted .
- Change-in-control (plan-level equity treatment): If awards are assumed/continued, restricted stock and RSUs vest and are delivered immediately before completion of change-in-control (performance awards convert per rules); options/SARs may become exercisable or be cashed out at Board discretion .
- Tax treatment: No excise tax gross-up; “best pay cap” applies to optimize post-4999 net benefits .
- Clawback: Awards subject to the Company’s Compensation Recoupment Policy and SEC/NYSE requirements .
Board Governance
- Role: Executive Chairman since IPO; not independent; serves alongside separate CEO (Luca Fabbri) under a split leadership structure designed to balance Board and management perspectives .
- Independence: 4 of 6 directors are independent (Good, Grafton, Moore, Sherrick); Pittman and Fabbri are not independent due to executive roles .
- Lead independent director: Jennifer S. Grafton; responsibilities include presiding over executive sessions, agenda-setting, coordinating committee effectiveness .
- Committees: All committees composed solely of independent directors—Audit (Chair: John A. Good; audit committee financial expert), Compensation (Chair: Jennifer S. Grafton), Nominating & Corporate Governance (Chair: Danny D. Moore) .
- Board meetings and attendance: 4 meetings in FY2024; each director then serving attended ≥75% of meetings .
- Consultant: Compensation Committee retained Alvarez & Marsal in 2022 and 2024 for market data, trends, and design advice (independence not flagged) .
Dual-role implications:
- Executive Chairman oversight with independent Lead Director and fully independent committees mitigates independence concerns; nonetheless, Chairman’s agenda/stockholder communications role can concentrate influence—counterbalanced by regular executive sessions and independent committee leadership .
Related Party Transactions
- Aircraft lease: FPI leased a private plane from American Agriculture Aviation LLC (100% owned by Pittman); payments were $0.03M in 2023 and $0.11M in 2022; lease terminated in November 2023 following the plane’s disposition . Policy requires Audit Committee review/approval of related-party transactions .
Track Record and Performance Signals
- Strong earnings momentum: Net income increased ~165% in 2023 vs 2022 and ~94% in 2024 vs 2023; TSR improved sequentially over 2022–2024 .
- Asset sale execution: 2024 special bonus recognizes asset sale outcomes, highlighting capital recycling discipline but increasing discretionary pay elements .
- Pay-for-performance: Non-equity incentive goals tied to AFFO/share and lease renewals; performance equity tied to TSR (absolute at target; relative below target), aligning realized equity with shareholder outcomes .
Investment Implications
- Alignment: Significant personal ownership (6.3%) and compliance with stringent ownership guidelines support alignment and reduce near-term retention risk .
- Dilution/overhang: Meaningful unvested RS and performance shares that vest on three-year schedules may add supply; the 2014 Plan’s single-trigger CIC equity vesting is shareholder-unfriendly vs double-trigger norms, though repricing is prohibited absent stockholder approval .
- Pay structure: Elevated 2024 discretionary cash bonus (asset sales) and sizeable equity grants increased total compensation; monitor future mix between formulaic performance-based pay vs discretion .
- Governance: Split Chair/CEO with robust independent oversight (lead independent director; independent committees) mitigates Pittman’s influence concentration; continued effectiveness hinges on committee independence and transparent metric disclosure .
- Red flags to monitor: Any resurgence of related-party arrangements, shifts to guaranteed pay, easing of performance targets, or pledging/hedging disclosures—none currently flagged in proxies .