Fannie Mae 2009 Annual Report Download - page 227

In 2009, Mr. Allison used a company car and driver for commuting and certain other personal travel, and used our
corporate dining services, for both of which he reimbursed us our incremental cost. Because he reimbursed our
incremental costs, no amounts are shown in the “Perquisites and Other Personal Benefits” column for these items.
The amount shown in the “Perquisites and Other Personal Benefits” column for Mr. Johnson consists of (a) relocation
expenses, which includes moving costs, storage costs and costs associated with the sale of his home, and (b) 90 days
of temporary living expenses, which includes housing expenses and a $1,000 monthly allowance to cover other living
expenses such as meals. These relocation and temporary living expenses were paid to Mr. Johnson as part of the
relocation benefit we agreed to provide to him in connection with his hire in November 2008. This benefit expired in
2009 in accordance with its terms.
The amount shown in the “Perquisites and Other Personal Benefits” column for Mr. Mayopoulos consists of temporary
living expenses, which includes housing expenses, travel and commuting expenses, and a $1,000 monthly allowance to
cover other living expenses such as meals. In connection with his hire in April 2009, we agreed to pay
Mr. Mayopoulos up to $8,000 per month in temporary living expenses for a period of up to 24 months or until FHFA
directed that the payments be discontinued. We discontinued payment of Mr. Mayopoulos’ temporary living expenses
in December 2009.
We calculated the incremental cost to us of providing Mr. Johnson’s relocation expenses and temporary living
expenses based on actual cost (that is, the total amount of expenses incurred by us in providing the benefit). The
incremental cost of Mr. Mayopoulos’ temporary living expenses was also calculated based on actual cost, except for
the portion of his commuting expenses relating to the use of a company car and driver. We calculated the incremental
cost of Mr. Mayopoulos’ use of a company car and driver based on a mileage cost that incorporates depreciation, fuel,
maintenance and repair costs, as well as any overtime hours worked by the driver.
(2)
Amounts shown in the “Universal Life Insurance Coverage Premiums” column consist of the cost of our payment of
universal life insurance premiums pursuant to our executive life insurance program for participating named executives
in 2009. As noted under “Components of 2010 Compensation and Changes from 2009 Compensation Arrangements,”
effective December 2009, we terminated the executive life insurance benefit and therefore we no longer pay for
universal life insurance coverage for our current or retired executive officers.
(3)
Amounts shown in the “Tax Gross-Ups” column for Mr. Allison reflect amounts we paid to cover the withholding tax
that resulted from our payment of Mr. Allison’s universal life insurance premium and Mr. Allison’s use of a company
car and driver for commuting and certain other personal travel. Amounts shown in the “Tax Gross-Ups” column for
Mr. Johnson reflect amounts we paid to cover the withholding tax that resulted from our payment of his temporary
living expenses and our payment of storage costs relating to his relocation benefit.
(4)
Amounts shown in the “Charitable Award Programs” column reflect gifts we made under our matching charitable gifts
program, under which gifts made by our employees and directors to Section 501(c)(3) charities are matched, up to an
aggregate total of $10,000 in any calendar year.
Grants of Plan-Based Awards in 2009
The following table shows grants of awards made to the named executives during 2009 under our long-term
incentive plan. The terms of these long-term incentive awards are described above in “Compensation
Discussion and Analysis—Elements of 2009 Compensation—What are the elements of our 2009 executive
compensation arrangements?”
Name
Threshold
($)
Target
($)
Maximum
($)
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
(1)
Michael Williams ............................................. — 1,850,000 —
Herbert Allison .............................................. — — —
David Johnson . .............................................. — 1,150,000 —
Kenneth Bacon .............................................. — 800,000 —
David Benson . .............................................. — 930,333 —
Timothy Mayopoulos
(2)
......................................... — 852,890 —
(1)
The amounts shown in this column are the target amounts established by our Board and approved by FHFA in 2009
for 2009 performance. The amount shown for Mr. Williams has been adjusted to reflect the portion of the year he
served as our Chief Executive Officer and the portion of the year he served as our Chief Operating Officer. The
amount shown for Mr. Mayopoulos has been prorated to reflect the portion of the year he provided services to Fannie
Mae. The actual amount of each named executive’s award was determined in 2010 based on 2009 performance against
corporate and individual performance goals. Our Board had discretion to pay awards in amounts below or above these
target amounts, subject to the approval of FHFA. See “Compensation Discussion and Analysis—Elements of 2009
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