Freddie Mac 2014 Annual Report Download - page 274

269 Freddie Mac
Table 74 — Potential Payments Upon Termination of Employment or Change-in-Control as of December 31, 2014
Death Disability Retirement(5)
All Other Not
For Cause
Terminations(6)
James G. Mackey
Deferred Salary:
Fixed(1) $ 1,600,000 $ 1,600,000 $ — $ 1,184,000
At Risk-Conservatorship Scorecard(2) 450,000 450,000 — 450,000
At Risk-Corporate Scorecard/Individual(3) 450,000 450,000 — 450,000
Interest on Deferred Salary(4) 1,010 1,625 — 1,355
Total $ 2,501,010 $ 2,501,625 $ — $ 2,085,355
David B. Lowman
Deferred Salary:
Fixed(1) $ 1,600,000 $ 1,600,000 $ — $ 1,184,000
At Risk-Conservatorship Scorecard(2) 450,000 450,000 — 450,000
At Risk-Corporate Scorecard/Individual(3) 450,000 450,000 — 450,000
Interest on Deferred Salary(4) 1,010 1,625 — 1,355
Total $ 2,501,010 $ 2,501,625 $ — $ 2,085,355
William H. McDavid
Deferred Salary:
Fixed(1) $ 1,320,000 $ 1,320,000 $ 1,320,000 $ —
At Risk-Conservatorship Scorecard(2) 390,000 390,000 390,000 —
At Risk-Corporate Scorecard/Individual(3) 390,000 390,000 390,000 —
Interest on Deferred Salary(4) 848 1,365 1,365 —
Total $ 2,100,848 $ 2,101,365 $ 2,101,365 $ —
Jerry Weiss
Deferred Salary:
Fixed(1) $ 900,000 $ 900,000 $ — $ 666,000
At Risk-Conservatorship Scorecard(2) 300,000 300,000 — 300,000
At Risk-Corporate Scorecard/Individual(3) 300,000 300,000 — 300,000
Interest on Deferred Salary(4) 606 975 — 823
Total $ 1,500,606 $ 1,500,975 $ — $ 1,266,823
(1) In accordance with early termination provisions in the 2014 EMCP, the amounts disclosed for Deferred Salary: Fixed in the All Other Not For Cause
Terminations column have been reduced by 26% to reflect a December 31, 2014 termination scenario.
(2) The amounts reported for Deferred Salary: At Risk-Conservatorship Scorecard in the Retirement and All Other Not For Cause Terminations columns
reflect the funding level determined by FHFA with respect to performance against the 2014 Conservatorship Scorecard.
(3) The amounts reported for Deferred Salary: At Risk-Corporate Scorecard/Individual in the Retirement and All Other Not For Cause Terminations
columns reflect the assessment of 2014 performance approved by the Compensation Committee and FHFA.
(4) Interest on Deferred Salary is accrued and paid in accordance with the terms of the 2014 EMCP. The amount of interest in the Death column assumes
that payment occurs on the 90th day following the date of death, which is assumed to be December 31, 2014.
(5) Mr. McDavid is the only NEO who meets the requirement for retirement eligibility under the 2014 EMCP.
(6) All Other Not For Cause Terminations refer to voluntary terminations other than for retirement and involuntary terminations other than for cause. No
amounts are displayed for Mr. McDavid because he is retirement eligible.
Alternative Settlement Provisions for Equity Awards in the Event of Certain Terminations
Stock Options
The stock options granted to Mr. Weiss that were exercisable as of December 31, 2014 include alternative settlement
provisions in the event of certain terminations, as follows:
• Death. Stock options remain exercisable until the earlier of the original expiration date or three years after the date of
termination in the event of death.
• Disability. Stock options remain exercisable for the full balance of their term in the event of disability.
• Retirement. Stock options remain exercisable for the full balance of their term in the event of retirement.
• All Other Terminations. If the individual’s employment is terminated for any reason other than those described above,
the stock options remain exercisable until the earlier of the original expiration date or 90 days following termination.
Employment and Separation Agreements
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