Fannie Mae 2013 Annual Report Download - page 178

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Director Nominations; Shareholder Proposals
During the conservatorship, FHFA, as conservator, has all powers of the shareholders and Board of Directors of Fannie Mae.
As a result, under the GSE Act, Fannie Mae’s common shareholders no longer have the ability to recommend director
nominees or elect the directors of Fannie Mae or bring business before any meeting of shareholders pursuant to the
procedures in our bylaws. We currently do not plan to hold an annual meeting of shareholders in 2013. For more information
on the conservatorship, refer to “Business—Conservatorship and Treasury Agreements—Conservatorship.”
EXECUTIVE OFFICERS
Our current executive officers who are not also members of the Board of Directors are listed below. They have provided the
following information about their principal occupation, business experience and other matters.
David C. Benson, 54, has been Executive Vice President and Chief Financial Officer since April 2013. Mr. Benson previously
served as Executive Vice President-Capital Markets, Securitization & Corporate Strategy from September 2012 to April 2013
and as Executive Vice President—Capital Markets from April 2009 to September 2012. He also served as Treasurer from
June 2010 to January 2012. Mr. Benson previously served as Fannie Mae’s Executive Vice President—Capital Markets and
Treasury from August 2008 to April 2009, as Fannie Mae’s Senior Vice President and Treasurer from March 2006 to August
2008, and as Fannie Mae’s Vice President and Assistant Treasurer from June 2002 to February 2006. Prior to joining Fannie
Mae in 2002, Mr. Benson was Managing Director in the fixed income division of Merrill Lynch & Co. From 1988 through
2002, he served in several capacities at Merrill Lynch in the areas of risk management, trading, debt syndication and e-
commerce based in New York and London.
Pascal Boillat, 47, has been Senior Vice President and Head of Operations and Technology since August 2012 and began
acting as Head of Operations and Technology in July 2012. Mr. Boillat previously served as Fannie Mae’s Senior Vice
President and Chief Information Officer from October 2009 to July 2012. Prior to joining Fannie Mae, Mr. Boillat was
Managing Director of Operations Technology at Citigroup from September 2004 to October 2009.
Andrew J. Bon Salle, 48, has been Executive Vice President—Single-Family Underwriting, Pricing, and Capital Markets
since April 2013. Mr. Bon Salle previously served as Fannie Mae’s Senior Vice President and Head of Underwriting and
Pricing from May 2011 to April 2013, Senior Vice President—Capital Markets from March 2006 to May 2011, and as Fannie
Mae’s Vice President—Portfolio Management from November 2000 to February 2006. Mr. Bon Salle held the positions of
Director, Finance from December 1996 to November 2000 and of Manager, Early Funding Programs from March 1994 to
December 1996. Mr. Bon Salle joined Fannie Mae in September 1992 as a senior capital markets analyst.
Terence W. Edwards, 58, has been Executive Vice President and Chief Operating Officer since September 2013. Mr. Edwards
previously served as Fannie Mae’s Executive Vice President—Credit Portfolio Management from September 2009, when he
joined Fannie Mae, to September 2013. Prior to joining Fannie Mae, Mr. Edwards served as the President and Chief
Executive Officer of PHH Corporation, a leading outsource provider of mortgage and fleet management services, from
January 2005 to June 2009. Mr. Edwards was also a member of the Board of Directors of PHH Corporation from January
2005 through June 2009. Prior to PHH Corporation’s spin-off from Cendant Corporation (now known as Avis Budget Group,
Inc.) in January 2005, Mr. Edwards served as President and Chief Executive Officer of Cendant Mortgage Corporation (now
known as PHH Mortgage Corporation), a subsidiary of Cendant Corporation, beginning in February 1996. Mr. Edwards had
previously served in other executive roles at PHH Corporation, which he joined in 1980.
Jeffery R. Hayward, 58, has been Senior Vice President and Head of Multifamily since January 2012. Mr. Hayward has
served in various roles at Fannie Mae for over 25 years. He previously served as Fannie Mae’s Senior Vice President—
National Servicing Organization from April 2010 to January 2012. He also served as Senior Vice President of Community
Lending in Fannie Mae’s Multifamily division from May 2004 to April 2010. Prior to that time, Mr. Hayward served as both
a Senior Vice President and a Vice President in Fannie Mae’s Single-Family division, including as Senior Vice President in
the National Business Center from November 2001 to May 2004, as Vice President for Single-Family Business Strategy from
November 1999 to November 2001, as Vice President for Asset Management Services from August 1998 to November 1999
and as Vice President for Quality Control and Operations from January 1996 to August 1998. Mr. Hayward also served as
Vice President for Risk Management from June 1993 to January 1996. Before that, he served as Director, Loan Acquisition
from October 1992 to June 1993, as Director, Marketing from December 1989 to September 1992, and as Senior Negotiator
from July 1988 to December 1989. Mr. Hayward joined the company in April 1987 as a senior MBS representative.
Bradley E. Lerman, 57, has been Executive Vice President, General Counsel and Corporate Secretary since October 2012.
Prior to joining Fannie Mae, Mr. Lerman was Senior Vice President and Head of Litigation at Pfizer, Inc. from January 2009