Freddie Mac 2015 Annual Report Download - page 373

Executive Compensation Compensation Discussion and Analysis
Freddie Mac 2015 Form 10-K 371
SVP level and above and for other officers as FHFA may deem necessary to successfully carry out its
role as Conservator; or (ii) establish or modify performance management processes for such officers.
• FHFA retains the authority not only to approve both the terms and amount of any compensation prior
to payment to any of our executive officers, but also to modify any existing compensation
arrangements.
SECTION 162(m) LIMITS ON THE TAX DEDUCTIBILITY OF COMPENSATION
EXPENSES
Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that a company
may annually deduct for compensation to its CEO and certain other NEOs, unless, among other things,
the compensation is “performance-based,” as defined in section 162(m). Given the conservatorship and
the desire to maintain flexibility to promote our corporate goals, At-Risk Deferred Salary is not structured
to qualify as performance-based compensation under section 162(m).
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
with management and, based on such review and discussion, has recommended to the Board that the
Compensation Discussion and Analysis be included in this Form 10-K.
This report is respectfully submitted by the members of the Compensation Committee.(1)
Anthony A. Williams, Chair
Raphael W. Bostic
Steven W. Kohlhagen
Sara Mathew
Saiyid T. Naqvi
Nicolas P. Retsinas
(1) Reflects Compensation Committee membership as of the time that the Compensation Disclosure and Analysis was reviewed
and discussed with management and recommended to the Board for inclusion in this Form 10-K.