Fannie Mae 2009 Annual Report Download - page 203

Jonathan Plutzik, 55, has served as Chairman of Betsy Ross Investors, LLC since August 2005. He also has
served as President of the Jonathan Plutzik and Lesley Goldwasser Family Foundation Inc. and as Chairman of
the Coro New York Leadership Center since January 2003. Mr. Plutzik served as Non-Executive Chairman of
the Board of Directors at Firaxis Games from June 2002 to December 2005. Before that, he served from 1978
to June 2002 in various positions with Credit Suisse First Boston, retiring in June 2002 from his role as Vice
Chairman. Mr. Plutzik has been a Fannie Mae director since November 2009. Mr. Plutzik is a member of the
Compensation Committee and Risk Policy and Capital Committee.
The Nominating and Corporate Governance Committee concluded that Mr. Plutzik should continue to serve as
a director due to his extensive experience in business, finance, capital markets, risk management and the
regulation of financial institutions, which he gained in the positions described above.
David H. Sidwell, 56, served as Executive Vice President and Chief Financial Officer of Morgan Stanley from
March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan
Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of
JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984,
Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984. Mr. Sidwell
serves as a Trustee of the International Accounting Standards Committee Foundation. Mr. Sidwell is currently
a member of the Board of Directors and Chair of the Risk Committee of UBS AG. He previously was a
member of the Board of Directors of MSCI Inc. from November 2007 through September 2008, where he
served as Chair of the Audit Committee and a member of the Nominating and Corporate Governance
Committee. Mr. Sidwell has been a Fannie Mae director since December 2008. Mr. Sidwell is a member of
the Compensation Committee, Risk Policy and Capital Committee, and Strategic Planning Committee.
The Nominating and Corporate Governance Committee concluded that Mr. Sidwell should continue to serve as
a director due to his extensive experience in business, finance, capital markets, accounting, risk management
and the regulation of financial institutions, which he gained in the positions described above.
Michael J. Williams, 52, has been President and Chief Executive Officer of Fannie Mae since April 2009. He
previously served as Fannie Mae’s Executive Vice President and Chief Operating Officer from November 2005
to April 2009. Mr. Williams also served as Fannie Mae’s Executive Vice President for Regulatory Agreements
and Restatement from February 2005 to November 2005, as President—Fannie Mae eBusiness from July 2000
to February 2005 and as Senior Vice President—e-commerce from July 1999 to July 2000. Prior to this,
Mr. Williams served in various roles in the Single-Family and Corporate Information Systems divisions of
Fannie Mae. Mr. Williams joined Fannie Mae in 1991. Mr. Williams has been a Fannie Mae director since
April 2009. He is a member of the Executive Committee.
Mr. Williams serves as a member of our Board of Directors pursuant to a FHFA order that specifies that our
Chief Executive Officer will serve as a member of the Board. In addition, the Nominating and Corporate
Governance Committee concluded that Mr. Williams should continue to serve as a director due to his
extensive experience in business, finance, accounting, mortgage lending, real estate and low-income housing,
which he gained in the positions described above.
CORPORATE GOVERNANCE
Conservatorship and Delegation of Authority to Board of Directors
On September 6, 2008, the Director of FHFA appointed FHFA as our conservator in accordance with the GSE
Act. Upon its appointment, the conservator immediately succeeded to all rights, titles, powers and privileges of
Fannie Mae, and of any shareholder, officer or director of Fannie Mae with respect to Fannie Mae and its
assets, and succeeded to the title to the books, records and assets of any other legal custodian of Fannie Mae.
As a result, our Board of Directors no longer had the power or duty to manage, direct or oversee our business
and affairs.
On November 24, 2008, FHFA, as conservator, reconstituted our Board of Directors and directed us regarding
the function and authorities of the Board of Directors. FHFA has delegated to our Board of Directors and
198