Fannie Mae 2012 Annual Report Download - page 174

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Item 9B. Other Information
2013 Compensation Changes
On March 27, 2013, FHFA approved compensation changes for David C. Benson and Susan R. McFarland, two of our named
executive officers. See “Executive Compensation—Compensation Discussion and Analysis—2013 Compensation Changes—
CFO Compensation Changes,” which is incorporated herein by reference, for a description of these changes.
On March 27, 2013, FHFA also directed us to revise the forfeiture provisions applicable to the named executives’ earned but
unpaid fixed deferred salary for 2013 and subsequent performance years. See “Executive Compensation—Compensation
Discussion and Analysis—2013 Compensation Changes—Change to Fixed Deferred Salary Forfeiture Provisions,” which is
incorporated herein by reference, for a description of this revision.
On March 28, 2013, our Board of Directors adopted additional performance goals for 2013. See “Executive Compensation—
Compensation Discussion and Analysis—2013 Compensation Changes—2013 Performance Goals,” which is incorporated
herein by reference, for a description of these performance goals.
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 & 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 & 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 & Corporate Governance Committee considers in evaluating and selecting board
members.
William Thomas Forrester, 64, served as Chief Financial Officer of The Progressive Corporation from 1999 until his
retirement in March 2007, and served in a variety of senior financial and operating positions with Progressive prior to that
time. Prior to joining The Progressive Corporation in 1984, Mr. Forrester was with Price Waterhouse LLP, a major public
accounting firm, from 1976 to 1984. Mr. Forrester is currently a member of the Board of Directors of Alterra Capital
Holdings Limited, where he serves on the Audit and Risk Management Committee and the Underwriting Committee. He
previously was a member of the Board of Directors of The Navigators Group, Inc. from December 2006 to May 2012, where
he served as Chairman of the Audit Committee and also as a member of the Finance and Compensation Committees.
Mr. Forrester has been a Fannie Mae director since December 2008. Mr. Forrester serves as Chair of the Audit Committee
and is also a member of the Nominating & Corporate Governance Committee, the Strategic Initiatives Committee and the
Executive Committee.
The Nominating & Corporate Governance Committee concluded that Mr. Forrester should continue to serve as a director due
to his extensive experience in business, finance, accounting and risk management, which he gained in the positions described
above.
Brenda J. Gaines, 63, served as President and Chief Executive Officer of Diners Club North America, a subsidiary of
Citigroup, from October 2002 until her retirement in April 2004. She served as President, Diners Club North America, from
February 1999 to September 2002. From 1988 until her appointment as President, she held various positions within Diners
Club North America, Citigroup and Citigroup’s predecessor corporations. She also served as Deputy Chief of Staff for the