Fannie Mae 2009 Annual Report Download - page 237

Director Compensation
In November 2008, FHFA approved a new program under which our non-management directors receive all
compensation in cash, as described below. This compensation for the directors was designed to be reasonable,
appropriate and commensurate with the duties and responsibilities of their Board service.
The total 2009 compensation for our non-management directors is shown in the table below. Mr. Williams and
Mr. Allison, our only directors who also served as employees of Fannie Mae during 2009, were not entitled to
receive any of the benefits provided to our non-management directors other than those provided under the
matching charitable gifts program, which is available to all of our employees.
2009 Non-Employee Director Compensation Table
Name
Fees Earned
or Paid
in Cash
($)
All Other
Compensation
($)
(1)
Total
($)
Current Directors
Dennis R. Beresford . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,000 — 185,000
William Thomas Forrester . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,000 — 170,000
Brenda J. Gaines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,000 — 180,000
Charlynn Goins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,889 — 178,889
Frederick B. “Bart” Harvey III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,167 — 164,167
Philip A. Laskawy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290,000 — 290,000
Egbert L. J. Perry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,000 — 160,000
Jonathan Plutzik . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,556 — 19,556
David H. Sidwell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,000 10,000 170,000
Former Director
(2)
Diana L. Taylor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,333 — 93,333
(1)
“All Other Compensation” consists of gifts we made or will make under our matching charitable gifts program. Our
matching charitable gifts program is discussed in greater detail following this table.
(2)
Diana Taylor resigned from our Board in July 2009.
Compensation Arrangements for our Non-Management Directors
Our non-management directors receive a retainer at an annual rate of $160,000, with no meeting fees.
Committee chairs and Audit Committee members receive an additional retainer at an annual rate of $25,000
for the Audit Committee chair, $15,000 for the Risk Policy and Capital Committee chair and $10,000 for all
other committee chairs and each member of the Audit Committee. In recognition of the substantial amount of
time and effort necessary to fulfill the duties of non-executive Chairman of the Board, the annual retainer for
our non-executive Chairman, Mr. Laskawy, is $290,000. Our directors receive no equity compensation.
Additional Arrangements with our Non-Management Directors
Matching Charitable Gifts Program. To further our support for charitable giving, non-employee directors are
able to participate in our corporate matching gifts program on the same terms as our employees. Under this
program, gifts made by employees and directors to Section 501(c)(3) charities are matched, up to an aggregate
total of $10,000 in any calendar year, including up to $500 that may be matched on a 2-for-1 basis.
Stock Ownership Guidelines for Directors. In January 2009, our Board eliminated our stock ownership
requirements for directors and for senior officers in light of the difficulty of meeting the requirements at
current market prices and because we have ceased paying stock-based compensation.
Other Expenses. We also pay for or reimburse directors for out-of-pocket expenses incurred in connection
with their service on the Board, including travel to and from our meetings, accommodations, meals and
training.
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