Fannie Mae 2013 Annual Report Download - page 206

201
Potential Payments Upon Termination as of December 31, 2013
Name
2013 Fixed
Deferred Salary
($)(1)
2013 At-Risk
Deferred Salary
($)(2) Total ($)
Timothy Mayopoulos
Resignation, retirement, death or termination with or without cause. . . — — —
David Benson
Resignation, retirement, death or termination without cause . . . . . . . . . 1,062,982 818,170 1,881,152
Termination for cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Susan McFarland(3)
Resignation, retirement, death or termination without cause . . . . . . . . . 438,960 421,200 860,160
Termination for cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Terence Edwards
Resignation, retirement, death or termination without cause . . . . . . . . . 935,360 737,100 1,672,460
Termination for cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Bradley Lerman
Resignation, retirement, death or termination without cause . . . . . . . . . 703,000 585,000 1,288,000
Termination for cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
John Nichols
Resignation, retirement, death or termination without cause . . . . . . . . . 703,000 570,000 1,273,000
Termination for cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
__________
(1) Each named executive other than Mr. Mayopoulos and Ms. McFarland would have received 74% of his or her 2013 fixed deferred
salary, which is the earned but unpaid portion of his or her 2013 fixed deferred salary as of December 31, 2013, reduced by 2% for each
full or partial month by which the named executive’s separation of employment preceded January 31, 2015. Because Mr. Mayopoulos
did not earn any deferred salary for 2013, he had no earned but unpaid fixed deferred salary as of December 31, 2013. Because Ms.
McFarland left the company on June 30, 2013, the amounts shown in this table reflect the amounts she will receive based on her June
30, 2013 separation date, rather than the amounts she would have received if she had left the company on December 31, 2013. She will
receive 62% of her earned but unpaid 2013 fixed deferred salary (which is 31% of the total 2013 fixed deferred salary originally
awarded to her).
(2) Each named executive other than Mr. Mayopoulos would have received all of his or her earned but unpaid 2013 at-risk deferred salary,
as determined by FHFA and the Board in early 2014 (that is, his or her earned but unpaid 2013 at-risk deferred salary target, reduced by
the amounts determined by FHFA and the Board in early 2014 as a result of corporate and individual performance). See the “At-Risk
Deferred Salary (Performance-Based)” sub-column of the “Summary Compensation Table for 2013, 2012 and 2011” above for the
amount of 2013 at-risk deferred salary that was awarded to each named executive.
(3) Because of her departure from the company, Ms. McFarland will receive only a portion of her target 2013 deferred salary (which was
$1,416,000 in fixed deferred salary and $864,000 in at-risk deferred salary). Specifically, she will receive: (1) $438,960 in 2013 fixed
deferred salary, which is the portion of her 2013 fixed deferred salary that she earned from January 1, 2013 through June 30, 2013
($708,000), reduced by 2% for each month by which her departure date preceded January 31, 2015, or 38%; and (2) $421,200 in at-risk
2013 deferred salary, which is the portion of her at-risk 2013 deferred salary that she earned from January 1, 2013 through June 30,
2013 ($432,000), reduced by 2.5% from the adjusted target based on corporate and individual performance in 2013 (the corporate
performance-based portion was paid at 95% of target and the individual performance-based portion was paid at 100% of target). The
amounts reported as Ms. McFarland’s 2013 compensation in this table exclude all forfeited amounts and represent amounts she actually
received or will receive, rather than the original amounts awarded to her. Ms. McFarland will receive her 2013 fixed deferred salary in
two installments, $202,597 in March 2014 and $236,363 in June 2014.
Separation Agreement with our Former Chief Financial Officer
In April 2013, we entered into a separation agreement with Susan McFarland, our former Chief Financial Officer. Ms.
McFarland left the company in June 2013. The agreement provides that Ms. McFarland is not obligated to repay the final
$200,000 installment payment of her sign-on award, and Ms. McFarland agreed to a general release of the company from all
claims relating to her employment with or termination from the company. Under the agreement, Fannie Mae also agreed that
Ms. McFarland would remain employed in the role of senior adviser for a transition period that would end no later than June
30, 2013. FHFA approved these arrangements. The agreement also provides that Ms. McFarland may not solicit or accept
employment with or act in any way, directly or indirectly, to solicit or obtain employment with or work for Freddie Mac for a
period of 12 months following termination.