AGM-F Federal Agricultural Mortgage Corporation

		Voting Rights

One of the purposes of the Meeting is to elect ten members to the Board. Title VIII of the Farm Credit Act of 1971, as amended (referred to as Farmer Mac’s charter), provides that Farmer Mac’s Class A Voting Common Stock may be held only by banks, insurance companies, and other financial institutions or entities that are not Farm Credit System institutions. Farmer Mac’s charter also provides that Farmer Mac’s Class B Voting Common Stock may be held only by Farm Credit System institutions. Holders of Voting Common Stock who are not eligible holders of that stock may not vote the shares held and should dispose of their stock to eligible holders. Farmer Mac has the right, but not the obligation, to repurchase shares of Voting Common Stock from ineligible holders for book value.

Farmer Mac’s charter provides that five members of the Board will be elected by the holders of the Class A Voting Common Stock (“Class A Holders”) and that five members of the Board will be elected by the holders of the Class B Voting Common Stock (“Class B Holders”). The remaining five members of the Board are appointed by the President of the United States, with the advice and consent of the United States Senate. The President of the United States designates the Board Chair from among the five appointed Board members.

		Record Date

The Board has fixed March 24, 2023 as the record date to determine the stockholders entitled to receive notice of and to vote at the Meeting. At the close of business on that date, Farmer Mac had 1,030,780 shares of Class A Voting Common Stock outstanding and 500,301 shares of Class B Voting Common Stock outstanding, which together constitute the only shares of Farmer Mac’s outstanding capital stock entitled to vote at the Meeting. See “Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners—Principal Holders of Voting Common Stock.”

		Voting

The presence, in person or by proxy, of the holders entitled to vote at least a majority of Farmer Mac’s outstanding Voting Common Stock is required for a quorum at the Meeting. Thus, 765,541 shares of Voting Common Stock must be represented by stockholders present at the Meeting or by proxy to have a quorum.

represented by the Class B Voting Common Stock will be voted for the five nominees specified in this Proxy Statement as Class B nominees, with the votes being cast evenly among each of the Class B nominees.

The election of directors shall be decided by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election of each class of directors. Votes to withhold from all nominees and broker non-votes (as defined below) will not affect the outcome of the vote of Proposal 1.

Proposals 2, 3, and 4

Other than the election of directors, the Class A Holders and Class B Holders vote together as a single class on any matter submitted to a vote of the holders of Voting Common Stock. The affirmative vote of a majority of the votes cast by the holders of shares of Farmer Mac’s Voting Common Stock entitled to vote and represented in person or by proxy at the Meeting is required for the approval of Proposals 2, 3, and 4. With respect to Proposal 4, if none of the three frequency options receives the vote of a majority of the votes cast, Farmer Mac will consider the frequency option (one year, two years, or three years) receiving the highest number of votes cast by stockholders to be the frequency that is recommended by stockholders. Farmer Mac’s Amended and Restated By-Laws (“By-Laws”) provide that “votes cast” do not include abstentions and broker non-votes (as defined below).

Shares of Voting Common Stock represented by proxies marked “Abstain” for any proposal presented at the Meeting (other than Proposal 1 for the election of directors) will be counted to determine the presence of a quorum, but will not be voted for or against the proposal. Abstentions will not affect the outcome of the vote on Proposals 2, 3, or 4.

If a holder of Voting Common Stock holds shares through an account with a bank or broker, the voting of the shares by the bank or broker when the holder does not provide voting instructions is governed by the rules of the New York Stock Exchange (“NYSE”), which provides banks and brokers with discretionary voting authority to vote shares on certain matters for which their customers do not provide voting instructions. A “broker non-vote” occurs when a bank or broker holding the shares has not received voting instructions from its customer and either chooses not to vote those shares for which it has discretionary voting authority at a stockholders’ meeting, or is not permitted to vote those shares because the bank or broker does not have discretionary voting authority. Broker non-votes will be counted as shares present at the Meeting to determine whether a quorum is present, but will not be voted for or against the related proposal.

The ratification of PricewaterhouseCoopers LLP as Farmer Mac’s independent auditor for fiscal year 2023 is likely a matter in which banks and brokers have discretionary voting authority. Thus, banks and brokers may vote shares on Proposal 2 if they have not received a customer’s instructions, and there generally will be no broker non-votes on this proposal unless a bank or broker chooses not to vote shares on Proposal 2.

For all other proposals in this Proxy Statement, banks and brokers will likely not have discretionary voting authority. Thus, stockholders must provide their banks or brokers with instructions on how to vote for their shares to be voted. Broker non-votes will not affect the outcome of the vote on Proposals 3 and 4 because broker non-votes will not be considered as “votes cast.”

		Proxy Procedure

Any holder of Voting Common Stock will be afforded the right to vote through the proxy solicited by the Board. When a proxy is returned properly completed and signed, the shares it represents must be voted by the Proxy Committee (described below) as directed by the stockholder. If you sign and return your proxy card but do not specify how you want your shares voted, they will be voted as recommended by the Board. We urge stockholders to specify their choices by marking the appropriate boxes on the enclosed proxy card.

Execution of a proxy will not prevent a stockholder from attending the Meeting, revoking a previously submitted proxy, and voting in person. Any stockholder who gives a proxy may revoke it at any time before it is voted by notifying Farmer Mac’s Secretary in writing on a date later than the date of the proxy, by submitting a later dated proxy, or by voting in person at the Meeting. Mere attendance at the Meeting, however, will not constitute revocation of a proxy. Written notices revoking a proxy should be sent to Farmer Mac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

The Proxy Committee consists of three executive officers of Farmer Mac – Stephen P. Mullery, Bradford T. Nordholm, and Aparna Ramesh – and will vote all shares of Voting Common Stock represented by proxies signed and returned by stockholders in the manner specified. The Proxy Committee will also vote the shares represented by proxies in accordance with its members’ best judgment on any matters not known when this Proxy Statement was printed that may properly be presented for action at the Meeting.

		Director independence

The Board has adopted a formal set of standards to form the basis for determinations of director independence prescribed by NYSE listing requirements. To be considered “independent” under these standards, the Board must affirmatively determine that a director does not have a material relationship with Farmer Mac or any of its affiliates (as defined in Rule 144(a)(1) under the Securities Act of 1933, as amended, or “Securities Act”) other than as a director of Farmer Mac, either directly or as a partner, stockholder, or officer of an organization that has a relationship with Farmer Mac. The Board broadly considers all relevant facts and circumstances in making an independence determination, including the following criteria, as well as the guidance under the NYSE listing standards and any other factors that the Board may deem relevant, in determining whether a director lacks a material relationship with Farmer Mac and therefore is “independent”:

Under these independence criteria, the term “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person’s home.

These independence criteria are included in Farmer Mac’s Corporate Governance Guidelines available on Farmer Mac’s website, www.farmermac.com, in the “Corporate Governance” portion of the “Investors” section. These criteria meet or exceed all standards for director independence under applicable rules of the Securities and Exchange Commission (“SEC”) and NYSE.

In March 2023, the Board considered all direct and indirect transactions and relationships between each director (either directly or as a partner, stockholder, officer, director, or employee of, or other significant relationship with, an entity that has a relationship with Farmer Mac) and Farmer Mac and its management to determine whether any of those transactions or relationships were inconsistent with a determination that the director is independent. As a result of its review, the Board affirmatively determined that each of the following current directors meets the criteria for director independence set forth above and thus is independent: Dennis L. Brack, Chester J. Culver, Richard H. Davidson, Everett M. Dobrinski, James R. Engebretsen, Sara L. Faivre, Amy H. Gales, Mitchell A. Johnson, Lowell L. Junkins, Eric T. McKissack, Robert G. Sexton, Charles A. Stones, Roy H. Tiarks, Todd P. Ware, and LaJuana S. Wilcher. In March 2022, the Board undertook the same review and affirmatively determined that former director Myles J. Watts met the criteria for director independence set forth above and thus was independent.

In making its independence determinations, the Board considered that because financial institutions are required to own Voting Common Stock to participate in some of Farmer Mac’s programs, transactions often occur in the ordinary course of business between Farmer Mac and companies or other entities at which some of the current directors or director nominees are or have been officers or directors. In particular, the Board evaluated for each of Messrs. Brack, Sexton, and Ware all transactions between Farmer Mac and the company where each currently serves or recently served as a director. Those transactions included: (i) purchases by Farmer Mac of qualified agricultural mortgage loans and rural utilities loans (and participation interests in each); (ii) entering into long-term standby commitments to purchase qualified loans by Farmer Mac; (iii) purchases by Farmer Mac of USDA-guaranteed portions of loans; (iv) purchases and guarantees of AgVantage securities by Farmer Mac secured by rural utilities loans; and (v) the annual amount of guarantee and commitment fees paid to Farmer Mac by the related company and any servicing or other fees received by that company from Farmer Mac. In each case, the transactions had terms and conditions comparable to those applicable to entities unaffiliated with Farmer Mac. The Board affirmatively determined that none of the relationships were material under the independence criteria. For more information about transactions between Farmer Mac and entities affiliated with its current directors, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Related Party Transactions” and Note 3 in Farmer Mac’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 24, 2023.

		Board of Directors Meetings and Committees

The Board held eight meetings in 2022. Each member of the Board attended 75% or more of the aggregate number of Board meetings and meetings of the committees on which he or she served during 2022. All members of the Board are expected to attend the Meeting either in-person or virtually. All current members of the Board attended the 2022 Annual Meeting of Stockholders either in-person or virtually. The Board Chair generally presides over all meetings of the Board, including regularly scheduled executive sessions of the Board in which members of management do not participate. Farmer Mac’s Corporate Governance Guidelines provide that the Board Chair or the majority of the Board may designate any other director to preside over executive sessions of non-management directors.

The Board currently has eight standing committees to help the Board perform its responsibilities: Audit Committee, Business Development and Business Strategy Committee, Corporate Governance Committee, Credit Committee, Enterprise Risk Committee, Finance Committee, Human Capital and Compensation Committee, and Public Policy and Corporate Social Responsibility Committee. Each director serves on at least two committees. The Board also forms ad hoc committees from time to time.

The Board oversees the risk management function of Farmer Mac and has established, maintained and periodically updated Farmer Mac’s enterprise-wide risk management program. Farmer Mac’s executive officers have the primary responsibility for identifying, measuring, managing, and reporting the risks associated with Farmer Mac’s business, including strategic, operational, financial, credit, liquidity and funding, market, cybersecurity, human capital, legal or regulatory, compliance, technology, third party, reputational, political, and emerging and other risks. The Board currently oversees Farmer Mac’s enterprise risk through the Enterprise Risk Committee and the delegation of specific areas of risk by the Board to the other Board committees, as well as through Farmer Mac’s Enterprise Risk Officer and the compliance, internal audit, and internal credit review functions.

The Enterprise Risk Committee assists the Board to oversee the adequacy and design of Farmer Mac’s enterprise-wide risk management program, including the strategies, policies, procedures, and processes established by the Board and Farmer Mac’s executive officers to identify, evaluate, monitor, and manage or mitigate major risks both in Farmer Mac’s business and facing Farmer Mac from external sources. The Enterprise Risk Committee periodically assesses management’s implementation of the enterprise-wide risk management program, recommends improvements and adjustments to the risk management program in accordance with the evolution, growth, and development of Farmer Mac’s business, capital structure, risk allocation, complexity, and industry best practices. The Enterprise Risk Committee assists the Board to oversee risk across Farmer Mac as a whole and across all risk areas, and to oversee the mapping and allocation of certain specific risk-related oversight responsibilities to the appropriate Board

committees in accordance with the allocation of risk oversight reflected in the charter of each committee. The other Board committees report on significant risks identified within their jurisdictions to the Enterprise Risk Committee, and the Enterprise Risk Committee provides a report on any identified risks to the full Board at each Board meeting. Farmer Mac’s Enterprise Risk Officer regularly reports to the Board and the Enterprise Risk Committee regarding the enterprise-wide risk management program and conducts Board training sessions and facilitates discussions on risk-related topics and best practices. Farmer Mac’s Enterprise Risk Officer is also responsible for assisting Farmer Mac’s executive officers to develop and monitor a risk management program, policies, procedures, and controls in the context of Farmer Mac’s strategic objectives and to identify, monitor, and report any current and emerging risks. Farmer Mac’s Enterprise Risk Officer also has a reporting line to the Enterprise Risk Committee and regularly updates that committee on discussions with management and the other Board committees about Farmer Mac’s risk management program and any current and emerging risks, risk management issues, or compliance concerns.

Farmer Mac’s compliance function manages Farmer Mac’s policies and procedures framework, operates the compliance program, and conducts compliance risk assessments to identify key compliance risks. Farmer Mac’s internal audit function annually compiles a risk assessment and, under the oversight of the Audit Committee, conducts periodic audits of each of the various risk areas within Farmer Mac at least once every three years. The internal credit review function provides an independent assessment of credit risk and reports directly to the Credit Committee.

		Code of Business Conduct and Ethics

Farmer Mac has adopted a code of business conduct and ethics (“Code of Conduct”) that applies to all directors, officers, employees, and agents of Farmer Mac, including Farmer Mac’s principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers. The Code of Conduct was most recently amended in May 2022. A copy of the Code of Conduct is available on Farmer Mac’s website, www.farmermac.com, in the “Corporate Governance” portion of the “Investors” section. Farmer Mac will post any amendment to, or waiver from, a provision of the Code of Conduct in that same location on its website. A print copy of the Code of Conduct is available free of charge upon written request to Farmer Mac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

		Stockholder Proposals

Each year, at the annual meeting, the Board submits to the stockholders its recommended nominees for election as directors. The Audit Committee’s selection of an independent auditor for the year is also submitted for stockholder ratification at each annual meeting in accordance with Farmer Mac’s By-Laws. The Board may, upon proper notice, also present other matters to the stockholders for action at an annual meeting, including presenting proposals such as those in this Proxy Statement for the approval, on an advisory basis, of the compensation of Farmer Mac’s named executive officers and of the frequency of future votes on the compensation of Farmer Mac’s named executive officers. Besides those matters presented by the Board, the stockholders may be asked to act at an annual meeting upon proposals timely submitted by eligible holders of Voting Common Stock.

Under Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), proposals of stockholders to be presented at the Meeting were required to be received by Farmer Mac’s Secretary on or before December 22, 2022 for inclusion in this Proxy Statement and the accompanying proxy card. Other than the election of ten members to the Board, the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac’s independent auditor for fiscal year 2023, and the approvals, on an advisory basis, of the compensation of Farmer Mac’s named executive officers disclosed in this Proxy Statement and of the frequency of future advisory votes on the compensation of Farmer Mac’s named executive officers, the Board knows of no other matters to be presented for action at the Meeting. If any other matters not known when this Proxy Statement was printed are properly brought before the Meeting or any adjournment or postponement of the Meeting, the Proxy Committee intends to vote proxies in accordance with its members’ best judgment.

Only proper proposals under Rule 14a-8 under the Exchange Act that are timely received will be included in the Proxy Statement and related proxy card for Farmer Mac’s 2024 Annual Meeting of Stockholders. If any stockholder eligible to do so intends to present a proposal for consideration at Farmer Mac’s 2024 Annual Meeting of Stockholders under Rule 14a-8 under the Exchange Act, Farmer Mac’s Secretary must receive the proposal on or before December 16, 2023 to be considered for inclusion in the 2024 Proxy Statement. Proposals should be sent to Farmer Mac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

The By-Laws provide that stockholders who seek to bring other business before a meeting of stockholders, other than the election of directors, generally must provide notice of that intent not earlier than 120 calendar days nor later than 90 calendar days before the first anniversary of the immediately preceding year’s annual meeting of stockholders, and, in that notice, provide Farmer Mac with relevant information about the proposal. Any stockholder proposal received by Farmer Mac’s Secretary before January 19, 2024 or after February 18, 2024 will be considered untimely and, if presented at the 2024 Annual Meeting of Stockholders, the Proxy Committee, as then constituted, will have the right to exercise discretionary voting authority on that proposal to the extent authorized by Rule 14a-4(c) under the Exchange Act.

For information about stockholders’ nominations of individuals to stand for election as a director at an annual meeting, see “Proposal 1: Election of Directors—Stockholder Director Nominations.”

		Communications with the Board

Stockholders and other interested parties may communicate directly with members of the Board by writing to them at Federal Agricultural Mortgage Corporation, 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

		Board Structure

Farmer Mac’s charter provides that five of Farmer Mac’s directors are elected by the Class A Holders and that five directors are elected by the Class B Holders. At the Meeting, ten directors will be elected for one-year terms. All five of the Class A nominees and all five of the Class B nominees currently are members of the Board who are standing for re-election. The directors elected by the Class A Holders and the Class B Holders at the Meeting will hold office until Farmer Mac’s 2024 Annual Meeting of Stockholders, or until their respective successors have been duly elected and qualified.

The charter also provides that the President of the United States appoints five members to the Board with the advice and consent of the United States Senate (“Appointed Members”). The Appointed Members serve at the pleasure of the President of the United States, who also designates one of the Appointed Members as the Board Chair. After the election at the Meeting, the Board will consist of the five Appointed Members named under “—Information about Nominees for Directors—Directors Appointed by the President of the United States” below (or such other Appointed Members who may be appointed by the President and confirmed by the Senate between March 31, 2023 and May 18, 2023) and the ten members who are elected by the holders of Farmer Mac’s Voting Common Stock.

		Selection of Director Nominees by Board

The Corporate Governance Committee facilitates the selection of director nominees. Farmer Mac’s By-Laws require the Corporate Governance Committee to consist of two Appointed Members (one of whom serves as the chair of the Corporate Governance Committee), two directors elected by the holders of the Class A Voting Common Stock, and two directors elected by the holders of the Class B Voting Common Stock. The Corporate Governance Committee Charter requires that both the Board Chair and the Board Vice Chair serve on the Corporate Governance Committee as long as each is determined to be “independent” under the independence criteria in Farmer Mac’s Corporate Governance Guidelines. The current members of the Corporate Governance Committee are: Appointed Members Junkins

(chair) and Wilcher (vice chair); Class A directors Brack and Ware; and Class B directors Davidson and Dobrinski. As described under “Corporate Governance Matters—Director Independence,” the Board has determined that all of the current members of the Corporate Governance Committee are “independent” as defined under Farmer Mac’s Corporate Governance Guidelines, which prescribe independence criteria that meet or exceed all standards for director independence under applicable SEC and NYSE rules. The Corporate Governance Committee Charter and Farmer Mac’s Corporate Governance Guidelines are available on Farmer Mac’s website, www.farmermac.com, in the “Corporate Governance” portion of the “Investors” section. Print copies of the Corporate Governance Committee Charter and Farmer Mac’s Corporate Governance Guidelines are available free of charge upon written request to Farmer Mac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

In identifying and evaluating potential director candidates, the Corporate Governance Committee adheres to the criteria set forth in the By-Laws and the Corporate Governance Guidelines, as well as a policy statement on directors adopted by the Board that expresses the general principles that should govern director selection and conduct. The Corporate Governance Committee annually reviews the appropriate qualifications, skills, and characteristics required of Board members in the context of the composition of the Board as a whole at that time and in accordance with the criteria in the By-Laws. The Corporate Governance Committee’s assessment includes a Board member’s qualification as to independence, as well as issues of judgment, skills (such as understanding of relevant industries, technologies, or disciplines), and financial expertise, all in the context of an assessment of the perceived needs related to the effective operation of the Board and its committees at that time. The Corporate Governance Committee strives to identify and retain as members of the Board individuals who have the qualities, business background, and experience that will enable them to contribute significantly to the development of Farmer Mac’s business and its future success.

The Board has determined that its elected members should be comprised of individuals with a variety of business backgrounds and experiences who have a broad perspective and good record of accomplishment as senior members of agricultural, rural utility, or other relevant business entities; as agricultural, rural utility, or commercial lenders; as accountants or auditors; or as entrepreneurs. The Board believes that talent, diversity, and inclusion are sources of pride for Farmer Mac and contribute to its strong financial performance for its stockholders and achievement of its mission in serving rural America. The Board believes that its membership should reflect diversity in the broadest sense, including diversity of race, gender, ethnicity, age, geography, background, and experience and training from different disciplines and industries.

In recommending a nominee for director, the Corporate Governance Committee also considers an individual’s ability to represent objectively all of Farmer Mac’s stockholders, as well as his or her character, judgment, fairness, and overall ability to serve Farmer Mac. Thus, besides considering the current needs of the Board and the quality of an individual’s professional background and experience, the Corporate Governance Committee seeks individuals who:

The Corporate Governance Committee and the Board exercise judgment in applying these factors to select director nominees.

In identifying potential candidates for the Board, the Corporate Governance Committee considers suggestions from Board members, management, stockholders, and others. From time to time, the Corporate Governance Committee may retain a search firm to help identify potential candidates and gather information about the background and experience of those candidates. The Corporate Governance Committee will consider all proposed nominees, including stockholder nominees, in light of the qualifications discussed above and the assessed needs of the Board at the time.

The Corporate Governance Committee recommended five individuals to be considered for election as Class A nominees and five individuals to be considered for election as Class B nominees, and the Board has approved these recommendations. The individuals recommended by the Corporate Governance Committee are referred to collectively as the “Nominees.” The Nominees will stand for election to serve for terms of one year each, or until their respective successors are duly elected and qualified. All ten Nominees are current members of the Board standing for re-election. AgriBank, FCB, the holder of 40.3% of the Class B Voting Common Stock, recommended to the Corporate Governance Committee that Richard H. Davidson and Roy H. Tiarks be renominated for election to the Board. CoBank, ACB, the holder of 32.6% of the Class B Voting Common Stock, recommended to the Corporate Governance Committee that Everett M. Dobrinski and Amy H.  Gales be renominated for election to the Board. Farmer Mac did not pay any fees to any director search firms or other third parties to help identify and evaluate the Nominees.

		Stockholder Director Nominations

Farmer Mac’s By-Laws contain, among other provisions, an advance notice of director nomination provision to provide a process for the delivery of timely and proper notices for stockholder nominations. The exclusive means by which eligible holders of Farmer Mac’s Class A and Class B Voting Common Stock may nominate an individual to stand for election to the Board at an annual meeting of stockholders are set forth in Farmer Mac’s By-Laws and summarized below.

Timely Notice. Stockholders seeking to nominate persons for election to the Board at an annual meeting of stockholders must deliver a timely and proper advance written notice to Farmer Mac, which generally must be received by Farmer Mac’s Secretary not earlier than 120 calendar days nor later than 90 calendar days before the first anniversary of the immediately preceding year’s annual meeting of stockholders. For the 2024 Annual Meeting of Stockholders, Farmer Mac must receive written nominations submitted by the holders of Farmer Mac’s Voting Common Stock on or after January 19, 2024 through February 18, 2024, and those submissions shall be directed to Farmer Mac’s Secretary at 1999 K Street, N.W., Fourth Floor, Washington, D.C. 20006.

Proper Notice. For a stockholder’s advance notice of director nomination to be proper, it must be in proper written form and be accompanied by the documentation prescribed in “Nominee Eligibility” below. The content of the advance notice for director nomination must include specified representations from the stockholder and provide detailed information about, among other things, the nominating person, stock ownership and related filing obligations under the Exchange Act, each proposed nominee, and certain compensation arrangements.

Nominee Eligibility. Prospective director nominees must satisfy specified requirements to be eligible for nomination by a stockholder for election as a director, including requirements to deliver a written questionnaire prescribed by Farmer Mac about the background and qualifications of the proposed nominee and a written representation and agreement in the form prescribed by Farmer Mac. Farmer Mac’s Secretary will provide the forms of written questionnaire, representation, and agreement described in this paragraph upon written request by the stockholder. Farmer Mac’s Secretary must receive these completed documents within the timeframe specified in this section to be considered timely notice.

	Compensation of Directors

In November 2021, the Board approved the same level of base annual cash retainer payable to each director for 2022 as had been in effect for 2021 ($62,000) and approved an increase to the targeted value for the annual equity award granted to each director from $58,000 to $62,000 for 2022. The overall targeted total compensation per director of $124,000 per year for 2022 represented a 3.3% increase compared to the overall targeted total compensation of $120,000 per year for 2021. In November 2021, the Board maintained the incremental annual cash retainers payable to the chairs of committees at the following levels for 2022:

No director who serves as chair of a committee designated to receive an incremental annual cash retainer is entitled to receive it if that director is already receiving the incremental annual cash retainer payable to the Board Chair or the Board Vice Chair. Because the chair of the Corporate Governance Committee also serves as the Board Chair, the incremental retainer for the chair of that committee is not paid. Because the chair of the Public Policy and Corporate Social Responsibility Committee served as the Board Vice Chair during 2022, the incremental retainer for the chair of that committee was not paid in 2022.

The aggregate amount of cash compensation received by all persons who served on the Board in 2022 was approximately $1,100,000 for their service on the Board. This cash compensation amount includes cash payments made in lieu of dividends that would have been paid on shares of Class C Non-Voting Common Stock acquired during the year as a result of the vesting of restricted stock units (RSUs). In addition to the cash compensation, Farmer Mac also reimburses directors for expenses incurred in performing their duties as directors and pays for continuing education related to their service as directors on the Board. In lieu of all or a portion of their cash retainers, directors may elect to receive shares of Class C Non-Voting Common Stock on a quarterly basis based on the fair market value on the date of acquisition.

On March 9, 2022, each of the 15 sitting Board members was granted 504 time-based RSUs representing shares of Class C Non-Voting Common Stock. The number of RSUs granted was calculated in accordance with the Board’s policy on equity compensation grants using a targeted value of $62,000 based on the average stock price over the previous 30 calendar days ending March 2, 2022 (seven calendar days before the grant date). Based on the stock price at the time of these grants, the actual value on March 9, 2022 was $60,672 to each sitting director.

Mr. Culver, who joined the Board during 2022 after the March 9, 2022 grant of RSUs to the then-sitting Board members, received a pro rata grant of RSUs, with the actual number of RSUs awarded based on the date he joined the Board. On May 23, 2022, the date on which Mr. Culver was appointed to the Board, he received a grant of 477 RSUs with a fair value on the date of grant equal to $48,234.

All of the RSUs granted to each director in March or May 2022 vested on March 31, 2023 other than the RSUs granted to former director Watts. On May 23, 2022, the date Dr. Watts left the Board as a result of being replaced by Mr. Culver as an appointed member of the Board, he vested in 99 shares of Class C Non-Voting Common Stock based on the 504 RSUs granted to him in March 2022, with the remaining shares forfeited.