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
CEO and director since February 2023; FPI's 3-year stock return of +39.7% outpaces the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +24.1 percentage points, well below the 65-point threshold required to trigger an against vote; no overboarding, attendance, or independence concerns.
Independent director since 2018 with deep REIT legal and governance expertise; TSR trigger does not apply given FPI's strong positive 3-year return of +39.7% vs. ^FNER (+24.1pp gap, threshold 65pp); no overboarding, attendance, or audit/compensation committee independence concerns; designated audit committee financial expert.
Independent director since November 2021 with operational and leadership background; TSR trigger does not apply given FPI's strong positive 3-year return of +39.7% vs. ^FNER (+24.1pp gap, threshold 65pp); attended 100% of meetings; no independence or overboarding concerns.
Founder and Executive Chairman since 2014 with deep farmland and finance experience; TSR trigger does not apply given FPI's strong positive 3-year return of +39.7% vs. ^FNER (+24.1pp gap, threshold 65pp); attended 100% of meetings; non-independent status is appropriate given executive role and he serves on no board committees.
Independent director appointed July 2024, less than 24 months ago, and therefore exempt from the TSR trigger under the new-director exemption; brings highly relevant farmland investment and agricultural finance expertise uniquely suited to FPI's business; no overboarding or attendance concerns.
All five nominees pass the policy screens: FPI's 3-year price return of +39.7% outperforms the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +24.1 percentage points, well short of the 65-point underperformance threshold needed to trigger an against vote for the strong-positive TSR tier; all directors attended 100% of meetings; no overboarding, independence violations on audit/compensation committees, or familial relationship concerns were identified.
Say on Pay
✗ AGAINSTCEO
Luca Fabbri
Total Comp
$1,385,172
Prior Support
~50%%
The company's own proxy discloses that last year's advisory compensation vote received just under 50% support — far below the 70% threshold our policy requires before a repeat vote can be supported without demonstrated structural change. While the company engaged with shareholders in October 2025 and enhanced certain disclosures, the single-trigger change-in-control arrangement for the CFO — a specific concern raised by multiple institutional investors — remains in place, and the bonus program continues to include a purely discretionary component with no measurable performance conditions disclosed. Under our policy, when a Say on Pay vote receives less than 70% support and no meaningful structural changes are made to address investor concerns, a NO vote is required; the persistence of the single-trigger arrangement and discretionary bonus element confirm that the core concerns have not been resolved.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
1 yrs
Audit Fees
$483,840
Non-Audit Fees
$0
Crowe LLP was only engaged effective February 25, 2025, giving it approximately one year of tenure — far below the 25-year threshold for concern; non-audit fees paid to Crowe in 2025 were zero, meaning the non-audit fee ratio is 0%, well under the 50% trigger; Crowe is a large national firm appropriate for a company of FPI's size and complexity; no restatements or other red flags were identified.
Overall Assessment
The 2026 Farmland Partners annual meeting presents four proposals; all five director nominees receive FOR votes as FPI's strong 3-year stock return outpaces the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by a wide enough margin that no TSR trigger fires, and Crowe LLP's first-year engagement with zero non-audit fees earns a clean auditor ratification. However, the Say on Pay vote receives an AGAINST recommendation because last year's vote fell to just under 50% support and the company has not eliminated the key structural concerns investors flagged — specifically the CFO's single-trigger change-in-control arrangement and the continued use of fully discretionary bonus awards without transparent performance conditions.