Freddie Mac 2014 Annual Report Download - page 247

242 Freddie Mac
Thomas M. Goldstein
Richard C. Hartnack
Steven W. Kohlhagen
Donald H. Layton
Christopher S. Lynch
Sara Mathew
Saiyid T. Naqvi
Nicolas P. Retsinas
Eugene B. Shanks, Jr.
Anthony A. Williams
The terms of the directors elected under the February 13, 2015 consent will continue until the date of the next annual
meeting of stockholders or the Conservator next elects directors by written consent, whichever occurs first.
On January 7, 2015, we filed a Form 8-K to announce the election of Raphael W. Bostic to the Board of Directors. As of
the date of that filing, the Board committees on which Mr. Bostic would serve had not been determined. On February 18, 2015,
the Board appointed Mr. Bostic to the Compensation and Risk committees, with the appointments effective as of March 1,
2015. For more information, see “DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE — Authority
of the Board and Board Committees.”
2015 Target TDC
The Compensation Committee’s 2015 Target TDC recommendation for each Named Executive Officer was approved by
FHFA on February 13, 2015 and remains unchanged from the 2014 Target TDC, with the exception of Mr. Weiss. For Mr.
Weiss, a $250,000 increase to Target TDC was approved after taking into account his performance, the key role he plays in our
relationships with FHFA and CSS, and increases to his responsibilities during 2014.
The following table sets forth the components of 2015 Target TDC on an annual basis for each of our Named Executive
Officers.
Table 63 — 2015 Target TDC
Named Executive Officer Base Salary Fixed
Deferred Salary At-Risk Deferred Salary Target TDC
Donald H. Layton $ 600,000 $ — $ — $ 600,000
James G. Mackey 500,000 1,600,000 900,000 3,000,000
David B. Lowman 500,000 1,600,000 900,000 3,000,000
William H. McDavid 500,000 1,320,000 780,000 2,600,000
Jerry Weiss 500,000 1,075,000 675,000 2,250,000
Executive Management Compensation Program
On February 13, 2015, FHFA approved the following change to Freddie Mac's Executive Management Compensation
Program for 2015:
• Retirement Eligibility — Retirement will be defined as voluntarily terminating employment after attaining or
exceeding 62 years of age, regardless of length of service, or attaining or exceeding 55 years of age with 10 or more
years of service. Previously, Covered Officers became retirement eligible only upon attaining age 65, without regard to
their length of service.
Specific program documents reflecting this change has not been finalized.
SERP II
On February 18, 2015, FHFA approved Freddie Mac’s SERP II. SERP II is effective as of January 1, 2014. Participants in
SERP II may include certain of our Named Executive Officers.
SERP II is an unfunded, non-qualified defined contribution plan designed to provide participants with the full amount of
benefits they would have been entitled to under the Transitional Plan, discussed below, and under the Thrift/401(k) Plan (to the
extent not provided by the company’s existing SERP), if those plans were not subject to certain dollar limits under the Internal
Revenue Code (the “Code”). The Code limits the amounts of pay that can be taken into account under those plans and limits the
total accruals that can be made.
On October 24, 2013, Freddie Mac received a directive from FHFA to terminate the Pension Plan and the pension
component of the SERP. In connection with the termination of the Pension Plan, Freddie Mac previously has adopted: (a) the
Transitional Plan, a tax-qualified plan that provides for certain age-based and fixed contributions over a transition period to
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