Freddie Mac 2014 Annual Report Download - page 248

243 Freddie Mac
ease the impact on employees affected by the termination of the Pension Plan; and (b) an amended and restated Thrift/401(k)
Plan, which includes a new “Roth contribution” feature for after-tax contributions.
Participants in SERP II will receive an accrual for each year they participate in the Transitional Plan equal to the amount
of the employer contribution that would have been made to the Transitional Plan for the year, without application of the Code
limits, less the amount of the contribution actually made to the Transitional Plan. SERP II also provides participants with the
flexibility to make Roth contributions to the Thrift/401(k) Plan and still receive employer contributions that would have been
made to the Thrift/401(k) Plan for the year without regard to the Code limits, less the amount of the contributions actually made
to the Thrift/401(k) Plan.
Under SERP II, the maximum pay covered may not exceed two times base salary for senior vice presidents and above.
Participants are credited with earnings or losses in their SERP II accounts based upon each participant’s individual direction of
the investment of such notional amounts among the virtual investment funds available under the Transitional Plan. There will
be immediate vesting of any accruals.
A copy of SERP II is filed as Exhibit 10.18 to this Form 10-K and is incorporated herein by reference.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Background
As Conservator, FHFA has succeeded to the right of holders of our common stock to vote with respect to the election of
directors. During conservatorship, stockholders do not have the ability to vote for the election of our directors. Accordingly, we
will not solicit proxies, distribute a proxy statement to stockholders, or hold an annual meeting of stockholders in 2015. Instead,
the Conservator has elected directors by a written consent in lieu of an annual meeting.
Directors
The Conservator has delegated certain powers to the Board of Directors while reserving certain powers of approval to
itself. See “Authority of the Board and Board Committees.” The Conservator has determined that the Board is to have a non-
executive Chairman, and is to consist of a minimum of nine and not more than 13 directors, with the Chief Executive Officer
being the only corporate officer serving as a member of the Board.
On February 13, 2015, the Conservator executed a written consent, effective as of that date, re-electing each of the twelve
then-current directors as a member of our Board. The terms of those directors will end: (a) on the date of the next annual
meeting of our stockholders; or (b) when the Conservator next elects directors by written consent, whichever occurs first.
Our Board seeks candidates for director who have achieved a high level of stature, success, and respect in their principal
occupations. Each of our current directors was selected as a candidate because of his or her character, judgment, experience,
and expertise. Consistent with the examination guidance for corporate governance issued by FHFA, the factors considered
include the knowledge directors would have, as a group, in the areas of business, finance, accounting, risk management, public
policy, mortgage lending, real estate, low-income housing, homebuilding, regulation of financial institutions, and any other
areas that may be relevant to our safe and sound operation. In accordance with the FHFA guidance, we also considered whether
a candidate’s other commitments, including the number of other board memberships held by the candidate, would permit the
candidate to devote sufficient time to the candidate’s duties and responsibilities as a director. See “CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE — Board Diversity” for
additional information concerning the Board’s consideration of diversity in identifying director candidates.
The following summarizes each director’s Board service, experience, qualifications, attributes, and/or skills that led to his
or her selection as a director, and provides other biographical information, as of February 19, 2015:
• Raphael W. Bostic joined the Board in January 2015. He is 48 years old. He is a leading real estate economist with
extensive public policy, academic and research expertise.
Mr. Bostic has served as the Bedrosian Chair in Governance and Public Enterprise at the Sol Price School of Public
Policy at the University of Southern California since 2012. Prior to that, he served as the Assistant Secretary for
Policy Development and Research at the U.S. Department of Housing and Urban Development (HUD) from 2009 to
2012. In that Senate-confirmed position, Mr. Bostic was a principal advisor to the Secretary of HUD on policy and
research. From 2001 to 2009, he served in various positions at the University of Southern California, including as a
professor at the School of Policy, Planning, and Development.
• Carolyn H. Byrd joined the Board in December 2008. She is 66 years old. She is an experienced finance executive
who has held a variety of leadership positions. She also has significant public company audit committee experience.
Ms. Byrd’s internal audit and public company audit committee experience enables her to support the Board’s oversight
of our internal control over financial reporting and compliance matters.
Ms. Byrd has served as Chairman and Chief Executive Officer of GlobalTech Financial, LLC, a financial services
company she founded, since 2000. From 1997 to 2000, Ms. Byrd was President of Coca-Cola Financial Corporation.
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