Freddie Mac 2015 Annual Report Download - page 337

Directors, Corporate Governance, and Executive Officers Directors
Freddie Mac 2015 Form 10-K 335
DIRECTORS, CORPORATE
GOVERNANCE, AND EXECUTIVE
OFFICERS
DIRECTORS
ELECTION OF DIRECTORS
As Conservator, FHFA determines the size of the company’s Board and the scope of its authority. At the
start of Conservatorship, FHFA determined that the Board is to have a Non-Executive Chairman, and is to
consist of a minimum of 9 and not more than 13 directors, with the Chief Executive Officer being the only
corporate officer serving as a member of the Board. The company currently has 13 Board members and
expects to maintain the current Board size.
In addition, because FHFA as Conservator has succeeded to the rights of all shareholders of the
company, the Conservator elects the directors. Accordingly, we will not solicit proxies, distribute a proxy
statement to stockholders, or hold an annual meeting of stockholders in 2016. Instead, the Conservator
has elected directors by written consent in lieu of an annual meeting. Annually, the Board identifies
director nominees or candidates for the Conservator to consider for election by written consent. When
there is a vacancy on the Board, the Board may exercise the authority delegated to it by the Conservator
to fill such vacancy, subject to review by the Conservator.
On February 12, 2016, the Conservator executed a written consent, effective as of that date, re-electing
each of the 13 then-current directors as a member of our Board. The individuals elected as directors by
the Conservator are listed below.
Raphael W. Bostic Christopher S. Lynch
Carolyn H. Byrd Sara Mathew
Launcelot F. Drummond Saiyid T. Naqvi
Thomas M. Goldstein Nicolas P. Retsinas
Richard C. Hartnack Eugene B. Shanks, Jr.
Steven W. Kohlhagen Anthony A. Williams
Donald H. Layton
See “Director Biographical Information” for information about each of our re-elected directors. The terms
of those directors will end on the date of the next annual meeting of our stockholders or when the
Conservator next elects directors by written consent, whichever occurs first.