Fannie Mae 2010 Annual Report Download - page 225

• Our Board and Compensation Committee have an active and significant oversight role in compensation-
related decisions, including approving the company’s overall compensation structure, determining whether
corporate goals have been achieved and determining the overall funding level of the pool for incentive
awards, with final approval from FHFA. The Compensation Committee regularly reviews compensation
data and consults with its independent compensation consultant on compensation matters.
• Deferred pay and incentive compensation for our senior executive officers is subject to the terms of a
clawback policy.
• We have no severance arrangements for our executive officers that would pay additional compensation
when an executive leaves and there is no guarantee that an executive would receive payments of
previously awarded deferred pay or long-term incentive compensation if an executive’s employment were
terminated.
COMPENSATION TABLES
Summary Compensation Table for 2010, 2009 and 2008
The following table shows summary compensation information for 2010, 2009 and 2008 for the named
executives.
Name and
Principal Position Year
Salary
($)
(1)
Bonus
($)
(2)
Stock
Awards
($)
(3)
Non-Equity
Incentive
Plan
Compensation
($)
(4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(5)
All Other
Compensation
($)
(6)
Total
($)
Michael Williams
(7)
................... 2010 900,000 1,550,000 — 2,295,000 833,156 16,300 5,594,456
President and Chief Executive 2009 860,523 2,867,200 — 2,051,100 790,803 111,180 6,680,806
Officer 2008 676,000 871,000 4,783,993 — 724,874 43,034 7,098,901
David Hisey
(8)
...................... 2010 408,654 522,500 — 795,250 130,600 15,950 1,872,954
Executive Vice President and 2009 441,347 1,045,000 — 983,700 70,894 44,600 2,585,541
Deputy Chief Financial Officer 2008 382,904 737,000 940,487 160,000 62,450 43,209 2,326,050
David Johnson
(9)
..................... 2010 645,000 — — — — 79,200 724,200
Executive Vice President and 2009 675,000 1,275,000 — 517,500 — 178,865 2,646,365
Chief Financial Officer 2008 48,077 — — — — — 48,077
David Benson . . ..................... 2010 500,000 684,834 — 1,056,350 218,844 22,250 2,482,278
Executive Vice President—Capital 2009 519,231 1,369,667 — 1,282,800 125,157 47,815 3,344,670
Markets
Terence Edwards ..................... 2010 500,000 684,834 — 1,036,350 — 54,439 2,275,623
Executive Vice President—Credit Portfolio
Management
Timothy Mayopoulos
(10)
................ 2010 500,000 734,834 — 1,146,350 — 88,308 2,469,492
Executive Vice President, 2009 439,346 1,278,610 — 842,601 — 87,138 2,647,695
Chief Administrative Officer, General
Counsel and Corporate Secretary
(1)
Calendar year 2009 contained 27 biweekly pay periods, rather than the usual 26 biweekly pay periods. As a result,
salary amounts for 2009 reflect an additional biweekly pay period.
(2)
Amounts shown for 2010 in the “Bonus” column consist of the service-based portion of 2010 deferred pay, which is
50% of the total 2010 deferred pay target. As described in footnote 4 below, the performance-based portion of 2010
deferred pay is included in the “Non-Equity Incentive Plan Compensation” column. Deferred pay for 2010 will be
paid in four equal installments in March, June, September and December 2011. These amounts generally will be paid
only if the named executive remains employed by us on the payment date. More information about deferred pay is
presented in “Compensation Discussion and Analysis—2010 Executive Compensation Program—Elements of 2010
Compensation Program.”
Amounts shown for 2009 in the “Bonus” column consist of the entire amount of 2009 deferred pay, all of which was
service-based. As noted in footnote 9 below, the amount of 2009 deferred pay originally awarded to Mr. Johnson was
$1,700,000; however, Mr. Johnson did not receive the fourth $425,000 installment of this award because he left the
company prior to the payment date for the installment. Accordingly, the 2009 amount shown in this column for
Mr. Johnson consists of only the $1,275,000 in 2009 deferred pay actually paid to him.
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