Fannie Mae 2011 Annual Report Download - page 208

Item 9B. Other Information
Termination Agreement with Former Deputy Chief Financial Officer
David C. Hisey, our former Executive Vice President and Deputy Chief Financial Officer, left the company on
February 24, 2012. We entered into a termination agreement with Mr. Hisey on February 28, 2012, the terms of
which were approved by FHFA. The agreement provides that Mr. Hisey will receive $966,625, representing all
of his corporate performance-adjusted 2011 deferred pay, in four installments on the same payment dates as other
deferred pay recipients. The agreement also provides that Mr. Hisey may elect to receive outplacement services
and a subsidy for up to 18 months of medical and dental premiums if he elects COBRA continuation coverage.
The termination agreement provides that Mr. Hisey may not solicit or accept employment with or act in any way,
directly or indirectly, to solicit or obtain employment or work for Freddie Mac for a period of 12 months
following termination. Under the termination agreement, Mr. Hisey agreed to a general release of the company
from all claims relating to his employment with or termination from the company.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
DIRECTORS
Our current directors are listed below. They have provided the following information about their principal
occupation, business experience and other matters. Upon FHFA’s appointment as our conservator on
September 6, 2008, FHFA succeeded to all rights, titles, powers and privileges of any director of Fannie Mae
with respect to Fannie Mae and its assets. More information about FHFA’s September 6, 2008 appointment as
our conservator and its subsequent reconstitution of our Board and direction regarding the Board’s function and
authorities can be found below in “Corporate Governance—Conservatorship and Delegation of Authority to
Board of Directors.”
As discussed in more detail below under “Corporate Governance—Composition of Board of Directors,” FHFA,
as conservator, appointed an initial group of directors to our Board following our entry into conservatorship,
delegated to the Board the authority to appoint directors to subsequent vacancies subject to conservator review,
and defined the term of service of directors during conservatorship. The Nominating and Corporate Governance
Committee evaluates the qualifications of individual directors on an annual basis. In its assessment of current
directors and evaluation of potential candidates for director, the Nominating and Corporate Governance
Committee considers, among other things, whether the Board as a whole possesses meaningful experience,
qualifications and skills in the following subject areas: business; finance; capital markets; accounting; risk
management; public policy; mortgage lending, real estate, low-income housing and/or homebuilding; and the
regulation of financial institutions. See “Corporate Governance—Composition of Board of Directors” below for
further information on the factors the Nominating and Corporate Governance Committee considers in evaluating
and selecting board members.
Dennis R. Beresford, 73, has served as Ernst & Young Executive Professor of Accounting at the J.M. Tull School
of Accounting, Terry College of Business, University of Georgia since 1997. From 1987 to 1997, Mr. Beresford
served as Chairman of the Financial Accounting Standards Board, or FASB, the designated organization in the
private sector for establishing standards of financial accounting and reporting in the U.S. From 1961 to 1986,
Mr. Beresford was with Ernst & Young LLP, including ten years as a Senior Partner and National Director of
Accounting. In addition, Mr. Beresford served on the SEC Advisory Committee on Improvements to Financial
Reporting. Mr. Beresford is currently a member of the Board of Directors of Legg Mason, Inc., where he serves
as Chairman of the Audit Committee and as a member of the Finance and Risk Committees. He also serves as a
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