Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of John A. Good as a Member of the Board of Directors
On January 21, 2018, the board of directors (the Board) of Farmland Partners Inc. (the Company) appointed John A. Good as member of the Board, effective immediately, to fill the vacancy created by Mr. Sarffs resignation (as described below). Mr. Good also will serve as chairman of the compensation committee of the Board (the Compensation Committee) and as a member of the nominating and corporate governance committee of the Board (the Nominating and Corporate Governance Committee).
Mr. Good is the President and Chief Operating Officer and serves as a director of Jernigan Capital, Inc. (NYSE: JCAP), a real estate investment trust that provides debt and equity capital to private developers, owners and operators of self-storage facilities. Prior to joining Jernigan Capital, Mr. Good was a partner and co-head of the REIT practice group of Morrison & Foerster LLP, a global law firm. From 1999 to 2013, Mr. Good was a partner, multi-term executive committee member and head of the REIT practice at Bass, Berry & Sims PLC and prior to that was a stockholder and chair of the securities and M&A practice group at Baker, Donelson, Bearman, Caldwell and Berkowitz P.C. Mr. Good graduated from the University of Memphis with a BBA in accounting, cum laude, in 1980, attained his CPA designation and practiced with a large regional CPA firm until entering University of Memphis School of Law, where he received his J.D. with honors in 1987. He has been nationally ranked by Chambers USA as a leading lawyer to the REIT industry and has been active in NAREIT since 1994.
As an independent member of the Board, Mr. Good will be entitled to certain compensation that all of the Companys independent directors receive, including an annual retainer of $30,000, certain meeting fees and reimbursement for reasonable out-of-pocket expenses incurred in attending Board and committee meetings. He will also be eligible to receive grants under the Companys Second Amended and Restated 2014 Equity Incentive Plan. In connection with his appointment, the Company entered into an indemnification agreement with Mr. Good, which is in substantially the same form as that entered into with the executive officers and other directors of the Company. There were no arrangements between Mr. Good and other persons pursuant to which Mr. Good was elected as a director. There are no related-party transactions in which Mr. Good or any immediate member of Mr. Goods family has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Resignation of Darell D. Sarff as a Member of the Board of Directors
On January 18, 2018, Darell D. Sarff informed the Board of his resignation as a member of the Board, effective immediately. Mr. Sarffs resignation was due to his desire to devote more time to his other business interests and was not the result of any disagreements with the Company. Mr. Sarff served as chairman of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. As described above, the Board has appointed John A. Good to fill the vacancy created by Mr. Sarffs resignation.
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