FARMLAND PARTNERS INC (FPI)
Sector: Real Estate
2026 Annual Meeting Analysis
FARMLAND PARTNERS INC · Meeting: April 28, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Fabbri has served as director since February 2023 (just over 3 years), the company's 3-year price return of +48.6% outperforms the XLRE ETF fallback by +19.2 percentage points (well below the 65pp trigger threshold for strong positive TSR), attendance was 100%, and no overboarding or other disqualifying flags apply.
Good has relevant REIT and financial expertise (CPA, audit committee financial expert, extensive REIT law background), the company outperforms its ETF benchmark during his tenure, attendance was 100%, and while he holds CEO roles at two other companies (NexPoint Storage Partners and VineBrook Homes), neither role appears to constitute a public-company CEO seat that would trigger the overboarding rule as those vehicles are non-traded REITs rather than listed public companies.
Moore has served since November 2021, the company's 3-year TSR significantly outperforms the ETF benchmark, attendance was 100%, and no overboarding or other disqualifying flags apply.
Pittman has served since 2014 and brings deep farmland industry expertise; the company's 3-year price return of +48.6% outperforms the XLRE ETF by +19.2 percentage points (below the 65pp trigger threshold), attendance was 100%, and no overboarding or other disqualifying flags apply.
Sherrick joined in July 2024 (under 24 months ago), making him exempt from the TSR trigger under the new-director exemption; he brings highly relevant farmland investment and agricultural finance expertise, and attendance was 100%.
All five nominees pass policy screens: the company's 3-year TSR of +48.6% outperforms the XLRE ETF fallback benchmark by +19.2 percentage points, well below the 65pp threshold required to trigger a negative vote for a company with strong positive absolute returns; all directors had 100% attendance; no overboarding concerns were confirmed; and the board includes appropriate financial and industry expertise.
Say on Pay
✗ AGAINSTCEO
Luca Fabbri
Total Comp
$1,385,172
Prior Support
~50%%
The company's prior Say on Pay vote received just under 50% support at the 2025 annual meeting, which is well below the 70% threshold that triggers an automatic AGAINST vote under our policy unless visible structural changes to compensation have been made. While the company conducted shareholder engagement and enhanced disclosures, it has not removed the CFO's single-trigger change-in-control arrangement — the specific structural concern investors raised — and the discretionary bonus component continues to lack clear, pre-established performance targets. The CEO's absolute pay level of $1.385 million is modest for a $527 million market-cap REIT, which is a mitigating factor, but the failure to remediate the structural issue that drove last year's failed vote means the AGAINST threshold is met.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
1 yrs
Audit Fees
$483,840
Non-Audit Fees
$0
Crowe LLP was only engaged in February 2025, so tenure is approximately one year and well below the 25-year threshold; non-audit fees are zero (0% of audit fees, far below the 50% trigger); no restatements are disclosed; and Crowe is a large national firm appropriate for a company of FPI's size and complexity.
Overall Assessment
The FPI 2026 ballot presents four proposals: the director slate passes all policy screens given strong relative TSR performance and clean governance metrics, and the auditor ratification is straightforward with a newly engaged firm and zero non-audit fees. However, the Say on Pay vote receives an AGAINST recommendation because last year's compensation vote failed with only ~50% support and the primary structural concern raised by investors — the CFO's single-trigger change-in-control payment — remains unaddressed, which under policy requires a continued AGAINST vote absent meaningful remediation.