Fannie Mae 2013 Annual Report Download - page 179

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to September 2012. He was previously a partner at the law firm of Winston & Strawn LLP from August 1998 to January
2009.
John R. Nichols, 51, has been Executive Vice President and Chief Risk Officer since August 2011. Mr. Nichols previously
served as Fannie Mae’s Senior Vice President and Interim Chief Risk Officer from March 2011 to August 2011. He also
served as Fannie Mae’s Senior Vice President and Capital Markets Chief Risk Officer from November 2010 to June 2011.
Prior to joining Fannie Mae, Mr. Nichols was Managing Director for BlackRock from February 2005 to October 2010.
Zachary Oppenheimer, 54, has been Senior Vice President and Head of Customer Engagement since May 2011.
Mr. Oppenheimer previously served as Fannie Mae’s Senior Vice President and Chief Acquisition Officer from August 2009
to May 2011, and as Senior Vice President, Single-Family Mortgage Business from November 1998 through August 2009.
Mr. Oppenheimer was Vice President of Marketing from April 1991 through November 1998. He held the positions of
Director, Sales and Marketing from June 1988 to April 1991, of Director, MBS from May 1987 to June 1988, of MBS
Manager from August 1985 to May 1987, and of Senior Sales Representative from October 1984 to August 1985.
Mr. Oppenheimer joined Fannie Mae in August 1983 as an associate quality control representative.
Under our bylaws, each executive officer holds office until his or her successor is chosen and qualified or until he or she dies,
resigns, retires or is removed from office, whichever occurs first.
Section 16(a) Beneficial Ownership Reporting Compliance
Our directors and officers file with the SEC reports on their ownership of our stock and on changes in their stock ownership.
Based on a review of forms filed during 2013 or with respect to 2013 and on written representations from our directors and
officers, we believe that all of our directors and officers timely filed all required reports and reported all transactions
reportable during 2013.
Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Named Executives for 2013
This Compensation Discussion and Analysis focuses on compensation decisions relating to our Chief Executive Officer, our
Chief Financial Officer, our former Chief Financial Officer, and our next three most highly compensated executive officers
during 2013. We refer to these individuals as our named executives. For 2013, our named executives were:
• Timothy J. Mayopoulos, President and Chief Executive Officer;
• David C. Benson, Executive Vice President and Chief Financial Officer;
• Susan R. McFarland, former Executive Vice President and Chief Financial Officer;
• Terence W. Edwards, Executive Vice President and Chief Operating Officer;
• Bradley E. Lerman, Executive Vice President, General Counsel and Corporate Secretary; and
• John R. Nichols, Executive Vice President and Chief Risk Officer.
This Compensation Discussion and Analysis describes our executive compensation program that was in effect for 2013.
Specified changes to our executive compensation program effective for 2014 are described under “2014 Compensation
Matters.”
Executive Summary
Due to our conservatorship status and other legal requirements discussed under “Chief Executive Officer Compensation and
2013 Executive Compensation Program—Impact of Conservatorship and Other Legal Requirements,” FHFA, our conservator
and regulator, has significant oversight and approval rights over our executive compensation arrangements and
determinations. In March 2012, FHFA announced and directed us to implement a newly designed compensation program for
our named executives, which it developed in consultation with Treasury. We refer to our compensation arrangements for 2013
with our named executives other than our Chief Executive Officer as the “2013 executive compensation program.” Our 2013
compensation arrangements are based upon the structure of our compensation program that FHFA announced in March 2012,
which included the following features:
• Compensation for the Chief Executive Officer was sharply reduced from historical levels. Since January 1, 2013,
our Chief Executive Officer’s total target direct compensation has consisted solely of a base salary of $600,000.