Freddie Mac 2014 Annual Report Download - page 275

270 Freddie Mac
The various agreements entered into in connection with the employment of our NEOs are summarized above. See
“Compensation Discussion and Analysis — Written Agreements Relating to Our NEOs' Employment.”
Director Compensation
Board members receive compensation in the form of cash retainers only, paid on a quarterly basis. Under the terms of the
Purchase Agreement, we may not make stock grants to directors without Treasury's consent. We do not maintain any pension or
retirement plans for directors. Non-employee directors are reimbursed for reasonable out-of-pocket costs for attending meetings
of the Board or a Board committee of which they are a member and for other reasonable expenses associated with carrying out
their responsibilities as directors.
The reasons for paying director compensation entirely in cash are similar to some of those described above regarding the
structural change in executive compensation (see “Compensation Discussion and Analysis — Executive Management
Compensation Program — Overview of Program Structure”). However, the considerations underlying director and executive
compensation differ in one key respect. There is no provision in the director compensation program for pay that varies
depending on business results. Although such incentive compensation is deemed appropriate to give management strong
incentives to devise and execute business plans and achieve positive financial results, it is viewed in the case of directors as
inconsistent with their oversight role.
Board compensation levels during conservatorship are shown in the table below.
Table 75 — Board Compensation — 2014 Non-Employee Director Compensation Levels
Board Service
Cash Compensation
Annual Retainer $ 160,000
Annual Retainer for Non-Executive Chairman 290,000
Committee Service (Cash)
Annual Retainer for Audit Committee Chair $ 25,000
Annual Retainer for Risk Committee Chair 15,000
Annual Retainer for Committee Chairs (other than Audit or Risk) 10,000
Annual Retainer for Audit Committee Members 10,000
The following table summarizes the 2014 compensation provided to all persons who served as non-employee directors
during 2014.
Table 76 — 2014 Director Compensation
Name Fees Earned or Paid in Cash
Change in Pension Value and
Nonqualified Deferred
Compensation Earnings(2) All Other Compensation(3) Total
C. Lynch $ 300,000 $ — $ — $ 300,000
C. Byrd 185,000 — 19,067 204,067
T. Goldstein(1) 28,668 — — 28,668
R. Hartnack 170,000 — 20,000 190,000
S. Kohlhagen 175,000 — 20,000 195,000
S. Mathew 170,000 — — 170,000
S. Naqvi 160,000 — 20,000 180,000
N. Retsinas 160,000 — — 160,000
E. Shanks, Jr. 170,000 — 20,000 190,000
A. Williams 180,000 — — 180,000
(1) The amount represents partial annual compensation for the period served during 2014. Mr. Goldstein joined the Board in October 2014.
(2) We do not have any pension or retirement plans for our non-employee directors.
(3) In 2014, the Freddie Mac Foundation provided a dollar-for-dollar match to eligible organizations and institutions, up to an aggregate amount of $20,000
per director per calendar year. Amounts reflect matching contributions made to charities designated by the non-employee directors.
Indemnification. We have also made arrangements to indemnify our directors against certain liabilities which are similar
to the terms on which our executive officers are indemnified. For a description of such terms, see “— Written Agreements
Relating to Our NEOs' Employment— Indemnification Agreements.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Security Ownership
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