Freddie Mac 2015 Annual Report Download - page 368

Executive Compensation Compensation Discussion and Analysis
Freddie Mac 2015 Form 10-K 366
We also entered into restrictive covenant and confidentiality agreements with each of our NEOs in
connection with their hiring. The non-competition and non-solicitation provisions included in the restrictive
covenant and confidentiality agreements are described in “Restrictive Covenant and Confidentiality
Agreements.”
The NEOs are not currently entitled to a guaranteed level of severance benefits upon any type of
termination event. For additional information on compensation and benefits payable in the event of a
termination of employment, see “— Potential Payments Upon Termination of Employment.”
MR. LAYTON
We entered into a letter agreement and a restrictive covenant and confidentiality agreement with
Mr. Layton in connection with his employment as our CEO. The terms of Mr. Layton’s letter agreement
provide him with an annual Base Salary of $600,000 and the opportunity to participate in all employee
benefit plans offered to Freddie Mac’s executive officers pursuant to the terms of these plans. Copies of
Mr. Layton’s letter agreement and restrictive covenant and confidentiality agreement were filed as Exhibits
10.1 and 10.2, respectively, to our Current Report on Form 8-K filed on May 10, 2012.
MR. MACKEY
We entered into a letter agreement and a restrictive covenant and confidentiality agreement with Mr.
Mackey in connection with his employment as our CFO. The terms of Mr. Mackey’s letter agreement
provide him with an annual Target TDC opportunity of $3,000,000, consisting of Base Salary of $500,000
and Deferred Salary of $2,500,000; and the opportunity to participate in all employee benefit plans offered
to Freddie Mac’s executive officers pursuant to the terms of these plans.
Mr. Mackey’s letter agreement also provided for a cash sign-on award of $960,000 in recognition of the
forfeited compensation at his prior employer and commuting expenses during the first several months of
his employment. This award was paid in installments during Mr. Mackey’s first year of employment with
us, as follows: (i) first installment: $510,000 on the same date on which Mr. Mackey received his first
payment of Base Salary; (ii) second installment: $225,000 on the six-month anniversary of his hire date;
and (iii) third installment: $225,000 on the one-year anniversary of his hire date. Each installment was
subject to repayment in the event that, prior to the first anniversary of an installment payment date, Mr.
Mackey terminated his employment with Freddie Mac for any reason or Freddie Mac terminated his
employment due to the occurrence of any of the Forfeiture Events described in his Recapture and
Forfeiture Agreement. Copies of Mr. Mackey’s letter agreement and restrictive covenant and
confidentiality agreement were filed as Exhibits 10.1 and 10.2, respectively, to our Current Report on
Form 8-K filed on September 30, 2013.
MR. HUTCHINS
We entered into a letter agreement and a restrictive covenant and confidentiality agreement with Mr.
Hutchins in connection with his employment as our EVP - Investments and Capital Markets (SVP -
Investments and Capital Markets at the time he began his service). The terms of Mr. Hutchins’ letter
agreement provided him with an annual Target TDC opportunity of $2,000,000, consisting of Base Salary
of $500,000 and Deferred Salary of $1,500,000; and the opportunity to participate in all employee benefit
plans offered to Freddie Mac’s executive officers pursuant to the terms of these plans. Mr. Hutchins’
Target TDC opportunity was subsequently increased to $2,500,000 for 2015, as discussed above. The