Fannie Mae 2004 Annual Report Download - page 226

for each of Mr. Raines and Mr. Mudd and a gross-up for taxable income on insurance coverage provided by the com-
pany for the covered executives in the following amounts: Mr. Mudd—$1,066; Mr. Levin—$851; Ms. St. John—$846;
Mr. Williams—$717; Mr. Donilon—$903; and Mr. Raines—$2,503. “Other Annual Compensation” in 2002 includes
$123,539 for personal use of company transportation for Mr. Raines, $39,525 for residential security services for
Mr. Raines and Mr. Mudd and a gross-up for taxable income on insurance coverage provided by the company for the
covered executives in the following amounts: Mr. Mudd—$1,358; Mr. Levin—$950; Ms. St. John—$1,064; Mr. Will-
iams—$865; Mr. Donilon—$990; and Mr. Raines—$3,160.
(4)
Restricted stock awards and, in the case of Mr. Mudd, restricted stock unit awards made in March 2005 are reported as
compensation for 2004. The shares and units vest over three years in equal annual installments. Dividends are paid on
restricted common stock and dividend equivalents are paid on restricted stock units at the same rate as dividends on
unrestricted common stock. As of December 31, 2004, the covered executives held a number of shares of unvested
restricted common stock with an aggregate value based on closing price as follows: Mr. Mudd—5,000 shares,
$356,050; Mr. Levin—2,920 shares, $207,933; Ms. St. John—1,000 shares, $71,210; Mr. Williams—1,000 shares,
$71,210; Mr. Donilon—14,677 shares, $1,045,149; Mr. Raines held no shares. As of December 31, 2004, Mr. Mudd
held no restricted stock units. The four covered executives who were employed by us as of December 31, 2005 held
shares of unvested restricted common stock and restricted stock units with an aggregate value based on the closing
price on December 31, 2005 as follows: Mr. Mudd—127,476 shares, $6,222,104; Mr. Levin—56,339 shares,
$2,749,907; Ms. St. John—34,548 shares, $1,686,288; and Mr. Williams—38,013 shares, $1,855,415.
(5)
“LTIP Payouts” relate to annual awards entitling executives to receive shares of common stock based upon and subject
to our meeting corporate performance objectives over three-year periods. Generally, the Compensation Committee of
our Board of Directors determines in January our achievement against the goals for the performance share cycle that
just ended. That achievement determines the payout of the performance shares and the shares are paid out to current
executives in two annual installments. Because we did not have reliable financial data for years within the award
cycles, the Compensation Committee and the Board decided to postpone the determination of the amount of the awards
under the performance share program for the three-year performance share cycles that ended in 2004 and 2005 and to
postpone payment of the second installment of shares for the three-year performance share cycle that ended in 2003,
the first installment of which was paid in January 2004. In the future, the Compensation Committee and the Board of
Directors will review the performance share program and determine the appropriate approach for settling our obliga-
tions with respect to the existing unpaid performance share cycles.
(6)
“All Other Compensation” for each covered executive in 2004 includes a $6,150 employer matching contribution under
the Retirement Savings Plan for Employees and premiums of $1,150 paid on behalf of each covered executive in 2004
for excess liability insurance coverage. “All Other Compensation” for 2004 also includes premiums paid on behalf of
each covered executive for universal life insurance coverage in the following amounts: Mr. Mudd—$35,900;
Mr. Levin—$31,715; Ms. St. John—$39,921; Mr. Williams—$23,304; Mr. Donilon—$38,286; and Mr. Raines—
$145,098.
(7)
Mr. Donilon left Fannie Mae in April 2005.
(8)
Mr. Raines ceased serving as an executive officer of Fannie Mae in December 2004, although under his employment
agreement his retirement was not effective until June 2005.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table shows the aggregate number of shares underlying options exercised in 2004 and the value
as of December 31, 2004 of in-the-money outstanding options, whether or not exercisable.
Name
Shares
Acquired
on Exercise
(#)
Value Realized
($)
(1)
Number of Securities
Underlying
Unexercised Options
at December 31, 2004
Exercisable/Unexercisable (#)
Value of Unexercised In-the-
Money Options
at December 31, 2004
Exercisable/Unexercisable ($)
(2)
Daniel Mudd . . . . . . . . . . . — $ — 407,419/189,737 $4,304,340/$110,696
Robert Levin . . . . . . . . . . . 92,800 5,181,679 372,924/166,131 4,840,754/96,715
Julie St. John. . . . . . . . . . . — — 171,883/132,941 1,005,850/85,221
Michael Williams . . . . . . . 21,600 1,211,208 192,944/132,941 2,017,075/85,221
Thomas Donilon . . . . . . . . — — 145,556/157,149 256,160/100,921
Franklin Raines . . . . . . . . . — — 1,628,071/438,153 6,266,561/416,162
(1)
“Value Realized” is the difference between the exercise price and the market price on the exercise date, multiplied by
the number of options exercised. “Value Realized” numbers do not necessarily reflect what the executive might receive
when he or she sells the shares acquired by the option exercise, since the market price of the shares at the time of sale
may be higher or lower than the price on the exercise date of the option.
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