Freddie Mac 2010 Annual Report Download - page 316

Compensation Tables
The following tables set forth compensation information for our Named Executive Officers: our Chief Executive Officer,
our Chief Financial Officer, and our three other most highly compensated executive officers who were serving as executive
officers as of December 31, 2010.
Table 78 — Summary Compensation Table — 2010
Name Year
Paid during
Year
(1)
Deferred
(2)
Bonus
(3)
Stock
Awards
(4)
Option
Awards
(4)
Non-Equity
Incentive Plan
Compensation
(5)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(6)
All Other
Compensation
(7)
Total
Salary
Charles E. Haldeman, Jr. 2010 $900,000 $1,550,000 $ — $ — $— $2,684,700 $214,460 $104,374 $5,453,534
Chief Executive Officer 2009 356,250 1,277,083 — — — 395,833 — 56,489 2,085,655
Ross J. Kari 2010 675,000 829,167 1,462,500 — — 1,404,971 69,742 391,276 4,832,656
EVP — Chief Financial Officer 2009 151,010 370,999 487,500 — — 130,502 — 69,290 1,209,301
Robert E. Bostrom 2010 500,000 680,000 — — — 1,478,895 148,151 97,232 2,904,278
EVP — General Counsel & 2009 600,000 1,260,000 405,000 — — 663,750 144,534 124,103 3,197,387
Corporate Secretary 2008 600,000 — 180,000 1,650,030 — — 105,907 106,694 2,642,631
Peter J. Federico 2010 400,000 670,000 — — — 1,398,162 249,147 97,846 2,815,155
EVP — Investments & Capital 2009 381,629 1,294,685 405,000 — — 838,438 85,525 121,522 3,126,799
Markets and Treasurer
Donald J. Bisenius 2010 400,000 550,000 — — — 1,179,562 230,069 92,052 2,451,683
EVP — Single Family Credit Guarantee
(1) The amounts shown for 2010 and 2009 represent Semi-Monthly Base Salary under the Executive Compensation Program as described in “Compensation
Discussion and Analysis — Executive Management Compensation Program” and, for 2008, base salary.
(2) The amounts shown represent the fixed portion of Deferred Base Salary earned under the terms of the Executive Compensation Program. The fixed
portion of the 2010 Deferred Base Salary earned during each calendar quarter in 2010 will be paid in cash on the last business day of the corresponding
quarter in 2011, provided the Named Executive Officer is employed by us on such payment date or in the event such officer dies, retires or has a long-
term disability in 2011. The remaining portion of the 2010 Deferred Base Salary is reported in “Non-Equity Incentive Plan Compensation” because it is
performance-based and the amount that is paid is variable. Mr. Bisenius will forfeit the second, third and fourth quarterly installments of his Deferred
Base Salary if he leaves the company as planned on April 1, 2011.
Amounts shown as 2009 Deferred Base Salary were earned during each calendar quarter in 2009 and paid in cash on the last business day of the
corresponding quarter in 2010.
(3) The amounts shown for Mr. Kari represent the portion of the cash sign-on bonus paid in 2009 and 2010, which he received in recognition of the
forfeited annual incentive opportunity and unvested equity at his previous employer. See “CD&A — Written Agreements Relating to Employment of
CEO and CFO.” The amounts shown in 2009 for Messrs. Bostrom and Federico represent the second and third service-based installment payments under
the retention awards granted in 2008. The amount shown in 2008 for Mr. Bostrom represents the first service-based installment payment under the
retention award granted in 2008.
(4) The amount reported for stock awards is the aggregate grant date fair value of restricted stock unit awards granted during the year indicated, computed
in accordance with FASB Accounting Standards Codification Topic 718 (“Compensation — Stock Compensation”), except that the amount reported does
not reflect estimated forfeitures. While grants of RSUs include the right to receive dividend equivalents, dividends on our common stock have been
suspended during conservatorship by order of the Conservator.
Stock options granted prior to January 1, 2006 also include dividend equivalent rights on each share underlying the option. Payment of accrued dividend
equivalents on stock options vested as of December 31, 2004 occurs as options are exercised or expire unexercised. Of the Named Executive Officers,
only Mr. Federico received cash payments during 2010 ($16,726) and 2009 ($13,274) for dividend equivalents associated with options that expired
unexercised. Dividend equivalents on stock options vested after December 31, 2004 were paid at the same time that dividends were declared and paid
on our common stock.
(5) The 2010 amounts reported reflect the portion of the 2010 and 2009 Target Incentive Opportunities that were earned for 2010 and paid on February 18,
2011 and the performance-based portion of the 2010 Deferred Base Salary earned during each calendar quarter in 2010 which is scheduled to be paid on
the last business day of the corresponding quarter in 2011. See “CD&A — Executive Management Compensation Program — Performance Measures for
the Performance-Based Elements of Compensation.” As noted above, Mr. Bisenius will forfeit the second, third and fourth quarterly installments of his
Deferred Base Salary if he leaves the company as planned on April 1, 2011.
The 2009 amounts reported reflect the portion of the 2009 Target Incentive Opportunity that was earned for 2009 and paid on March 12, 2010. The
2009 amounts reported for Messrs. Bostrom and Federico also include the final, performance-based portions of the September 2008 retention awards of
$315,000 each, paid on March 15, 2010.
(6) Except for the deferred compensation amounts described in the last paragraph of this note, the amounts reported in this column reflect only the actuarial
increase in the present value of each Named Executive Officer’s accrued benefits under our Pension Plan and the Pension SERP Benefit determined
using the time periods and assumptions applied in our consolidated financial statements for the years ended December 31, 2008, 2009, and 2010,
respectively.
With the exception of Messrs. Bostrom, Federico, and Bisenius, the values reported include amounts that the Named Executive Officers are not currently
entitled to receive because such amounts are not yet vested. The amounts reported do not include values associated with retiree medical benefits, which
are generally available on the same terms to all employees. Deferred Base Salary under the Executive Compensation Program is not considered
compensation eligible for deferral in accordance with the EDCP. The Executive Compensation Program does not provide for interest on Deferred Base
Salary.
For 2009, the amounts reported in this column for Mr. Federico include above-market earnings ($126) on his accumulated balances in the EDCP as of
December 31, 2009.
313 Freddie Mac