Fannie Mae 2014 Annual Report Download - page 165

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Brenda J. Gaines, 65, 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
Mayor of the City of Chicago from 1985 to 1987 and as Chicago Commissioner of Housing from 1983 to 1985. Ms. Gaines
also has over 12 years of experience with the Department of Housing and Urban Development, including serving as Deputy
Regional Administrator from 1980 to 1981. Ms. Gaines is currently a member of the Board of Directors of AGL Resources
Inc., where she serves as a member of both the Audit Committee and the Nominating, Governance and Corporate
Responsibility Committee, and Tenet Healthcare Corporation, where she serves as a member of both the Compensation
Committee and the Quality, Compliance & Ethics Committee. She previously was a member of the Board of Directors of
NICOR, Inc. from April 2006 to December 2011, where she served on the Corporate Governance Committee, and Office
Depot, Inc. from February 2002 to August 2013, where she served as a member of both the Audit Committee and the
Corporate Governance and Nominating Committee. Ms. Gaines initially became a Fannie Mae director in September 2006,
before we were put into conservatorship, and FHFA appointed Ms. Gaines to Fannie Mae’s Board in December 2008.
Ms. Gaines serves as Chair of the Compensation Committee and is also a member of the Audit Committee and the Executive
Committee.
The Nominating & Corporate Governance Committee concluded that Ms. Gaines should continue to serve as a director due
to her extensive experience in business, finance, accounting, risk management, public policy matters, real estate, low-income
housing and the regulation of financial institutions, which she gained in the positions described above.
Charlynn Goins, 72, is an attorney. Ms. Goins served as the Chairperson of the New York Community Trust from 2009 to
2014, and she remains on its Board as Chairperson Emerita. Ms. Goins previously served as a director of AXA Financial Inc.
from September 2006 to December 2012, where she served as a member of the Organization and Compensation Committee.
Ms. Goins served as Chairperson of the Board of Directors of New York City Health and Hospitals Corporation, from June
2004 to October 2008. She also served on the Board of Trustees of The Mainstay Funds, New York Life Insurance
Company’s retail family of funds, from June 2001 through July 2006 and on the Board of Directors of The Community’s
Bank from February 2001 through June 2004. Ms. Goins was a Senior Vice President of Prudential Financial, Inc. (formerly,
Prudential Securities, Inc.) from 1990 to 1997. Ms. Goins has been a Fannie Mae director since December 2008. Ms. Goins
serves as Chair of the Nominating & Corporate Governance Committee and is also a member of the Strategic Initiatives
Committee and the Executive Committee.
The Nominating & Corporate Governance Committee concluded that Ms. Goins should continue to serve as a director due to
her extensive experience in business, finance, public policy matters and the regulation of financial institutions, which she
gained in the positions described above.
Frederick B. “Bart” Harvey III, 65, retired in March 2008 from his role as chairman of the Board of Trustees of Enterprise
Community Partners and Enterprise Community Investment, providers of development capital and technical expertise to
create affordable housing and rebuild communities. Enterprise is a national non-profit that raises funds from the private
sector to finance homes primarily for low and very low income people. Enterprise has also pioneered “green” affordable
housing with its EnterpriseGreen Communities initiative. Mr. Harvey was Enterprise’s chief executive officer from 1993 to
2007. He joined Enterprise in 1984, and a year later became vice chairman. Before joining Enterprise, Mr. Harvey served for
10 years in various domestic and international positions with Dean Witter Reynolds (now Morgan Stanley), leaving as
Managing Director of Corporate Finance. Mr. Harvey was a member of the Board of Directors of the Federal Home Loan
Bank of Atlanta from 1996 to 1999, a director of the National Housing Trust from 1990 to 2008, and also served as an
executive committee member of the National Housing Conference from 1999 to 2008. Mr. Harvey initially became a Fannie
Mae director in August 2008, before we were put into conservatorship, and FHFA appointed Mr. Harvey to Fannie Mae’s
Board in December 2008. Mr. Harvey serves as a member of the Nominating & Corporate Governance Committee and the
Risk Policy & Capital Committee.
The Nominating & Corporate Governance Committee concluded that Mr. Harvey should continue to serve as a director due
to his extensive experience in business, finance, capital markets, risk management, public policy matters, real estate, low-
income housing and homebuilding, which he gained in the positions described above.
Robert H. Herz, 61, serves as President of Robert H. Herz LLC, providing consulting services on financial reporting and
other matters. He previously served as a senior advisor to and as a member of the Advisory Board of Workiva Inc. (formerly
WebFilings LLC), a provider of financial reporting software, from February 2011 to December 2014. From July 2002 to
September 2010, Mr. Herz was Chairman of the Financial Accounting Standards Board, or FASB. He was also a part-time
member of the International Accounting Standards Board, or IASB, from January 2001 to June 2002. He was a partner in
PricewaterhouseCoopers LLP from 1985 until his retirement in 2002. He serves on the Accounting Standards Oversight