Fannie Mae 2004 Annual Report Download - page 238

plan above are not expected to change. The prior deferred compensation plan will continue to operate for
compensation deferred under that plan on or prior to December 31, 2004.
Other Expenses
We also pay for or reimburse directors for out-of-pocket expenses incurred in connection with their service on
the Board, including travel to and from our meetings, accommodations, and meals.
Any director who is our employee does not receive compensation for his or her service as a director.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
Our Board has a Compensation Committee consisting of Bridget Macaskill, who is the Chair, Stephen Ashley,
Dennis Beresford, Brenda Gaines and Greg Smith. Since January 1, 2004, the following current and former
directors have also served on the Compensation Committee: Ann Korologos, Donald Marron, Anne Mulcahy,
Joe Pickett, Taylor Segue, III, and John Wulff. As discussed below in “Item 13—Certain Relationships and
Related Transactions—Legal Fees,” pursuant to the provisions of our bylaws and indemnification agreements,
our directors have a right to have us pay their legal fees and expenses reasonably incurred in connection with
any investigation, claim, action, suit or proceeding by reason of the fact that such person is or was serving as
our director. From January 2004 through September 2006, we advanced the expenses of members of our
Compensation Committee for the reasonable costs and fees incurred by them relating to certain examinations
and lawsuits as follows: Mr. Ashley, $378,882; Ms. Korologos, $214,703; Mr. Marron, $124,656; Ms. Mulcahy,
$112,010, Mr. Pickett, $163,360 and Mr. Wulff, $117,426.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table provides information as of December 31, 2004 with respect to shares of common stock
that may be issued under our existing equity compensation plans. We have provided equity compensation plan
information as of December 31, 2005 in a Form 8-K we are filing with the SEC today. Information in that
Form 8-K under the heading “Equity Compensation Plan Information” is incorporated by reference into this
Form 10-K.
Equity Compensation Plan Information
(As of December 31, 2004)
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights (#)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights ($)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in First
Column) (#)
Equity compensation plans approved
by stockholders . . . . . . . . . . . . . . 29,058,859
(1)
$67.10
(2)
45,853,986
(3)
Equity compensation plans not
approved by stockholders . . . . . . . N/A N/A N/A
Total . . . . . . . . . . . . . . . . . . . . . . . 29,058,859 $67.10 45,853,986
(1)
This amount includes outstanding stock options; restricted stock units; the maximum number of shares issuable to eligi-
ble employees pursuant to our stock-based performance award; shares issuable upon the payout of deferred stock bal-
ances; the maximum number of shares that may be issued pursuant to performance share awards that have been made
to members of senior management but for which no determination has yet been made regarding the final number of
shares payable; and the maximum number of shares that may be issued pursuant to performance share awards that have
been made to members of senior management for which a payout determination has been made but for which the
shares were not paid out as of December 31, 2004. Performance share awards entitle the recipient to receive shares of
common stock based upon and subject to our meeting corporate performance objectives over three-year periods. Out-
standing awards, options and rights include grants under the Fannie Mae Stock Compensation Plan of 1993, the Stock
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