Freddie Mac 2011 Annual Report Download - page 358

The following table shows the contributions, earnings, withdrawals and distributions, and accumulated balances under
the Thrift/401(k) SERP Benefit for each Named Executive Officer. As of December 31, 2011, none of the Named
Executive Officers was a participant in the EDCP.
Table 90 — Non-Qualified Deferred Compensation
Name
Executive
Contribution in
Last FY ($)
(1)
Freddie Mac
Accruals in
Last FY ($)
(2)
Aggregate
Earnings in
Last FY ($)
(3)
Aggregate
Withdrawals/
Distributions ($)
Aggregate
Balance at
Last FYE ($)
(4)
Mr. Haldeman
Thrift/401(k) SERP Benefit . . . . . . . . . . . . . . . . . . . . . . $— $47,250 $ 38 $— $ 69,793
Mr. Kari
Thrift/401(k) SERP Benefit . . . . . . . . . . . . . . . . . . . . . . — 33,750 4 — 33,754
Mr. Renzi
Thrift/401(k) SERP Benefit . . . . . . . . . . . . . . . . . . . . . . — 18,082 2 — 18,084
Mr. Weiss
Thrift/401(k) SERP Benefit . . . . . . . . . . . . . . . . . . . . . . — 40,500 (13,175) — 344,818
Ms. Wisdom
Thrift/401(k) SERP Benefit . . . . . . . . . . . . . . . . . . . . . . — 28,688 64 — 74,717
(1) The SERP does not allow for employee contributions.
(2) Amounts reported reflect our accruals under the Thrift/401(k) SERP Benefit during 2011. These amounts are also reported in the “All Other
Compensation” column in “Table 85 — Summary Compensation Table — 2011”.
(3) Amounts reported represent the total interest and other earnings credited to each Named Executive Officer under the Thrift/401(k) SERP Benefit.
(4) Amounts reported reflect the accumulated balances under the Thrift/401(k) SERP Benefit for each Named Executive Officer. Under the Thrift/401(k)
SERP Benefit, matching contribution accruals vest immediately, whereas the basic contribution accruals relating to the basic contribution paid prior
to 2008 are subject to cliff vesting of 100% at the end of five years and the accruals relating to the basic contribution paid in 2008 and later years
are subject to five-year graded vesting of 20% per year. Messrs. Haldeman, Kari, and Renzi, and Ms. Wisdom have not met the five-year vesting
requirement for the basic contribution. Mr. Weiss is fully vested in his account. The difference in the aggregate balance above and the vested balance
is equal to the non-vested basic contribution plus earnings. The vested and non-vested components under the Thrift/401(k) SERP Benefit for each
Named Executive Officer are as follows: (i) Mr. Haldeman: vested balance: $69,793; non-vested balance: $0; (ii) Mr. Kari: vested balance: $33,754;
non-vested balance: $0; (iii) Mr. Renzi: vested balance: $18,084; non-vested balance: $0; (iv) Mr. Weiss: vested balance: $344,818; non-vested
balance: $0; (v) Ms. Wisdom: vested balance: $71,469; non-vested balance: $3,248. Messrs. Haldeman, Kari and Renzi do not have an unvested
balance since no basic contributions have been made since they joined the company. For a more detailed discussion of the matching contribution
accruals and basic contribution accruals, see “Supplemental Executive Retirement Plan — Thrift/401(k) SERP Benefit” above.
The following 2010 Thrift/401(k) SERP Benefit accrual amounts were reported in the column “All Other Compensation” in the 2010 Summary
Compensation Table as compensation for each Named Executive Officer for whom such accruals were made and reported during 2010 as follows:
(a) Mr. Haldeman: $22,500; and (b) Mr. Kari: $0. See our Form 10-K filed on February 24, 2011. Messrs. Haldeman and Kari both had accruals of
$0 during 2009 because, based on their hire dates, they were not eligible for Thrift/401(k) SERP Benefit accruals. See Amendment No. 2 to our
Form 10-K filed on April 12, 2010. In addition, Messrs. Renzi and Weiss and Ms. Wisdom had Thrift/401(k) SERP Benefit accrual amounts of $0,
$57,300 and $33,529 respectively for 2010, although this was not reported in the Summary Compensation Table because they were not Named
Executive Officers for 2010.
Potential Payments Upon Termination of Employment or Change-in-Control
We have entered into certain agreements and maintain certain plans that call for us to pay compensation to our
Named Executive Officers in the event of a termination of employment with us. The compensation and benefits
potentially payable to each Named Executive Officer if the officer had terminated his employment under various
circumstances as of December 31, 2011 are described in the discussion and reported in the table below. For more
information, see “Employment and Separation Agreements” below. FHFA reviewed the terms of the employment
agreements for Messrs. Haldeman and Kari and approved the termination benefits set forth therein. The actual payment of
any level of termination benefits is subject to FHFA review and approval.
We are not obligated to provide any additional compensation to our Named Executive Officers in connection with a
change in control.
Each of our Named Executive Officers is subject to a restrictive covenant agreement with us. Each agreement
provides that the Named Executive Officer will not seek employment with designated competitors for a specified period
immediately following termination of employment, regardless of whether the executive’s employment is terminated by the
executive, by us, or by mutual agreement. The specified period is 24 months for Messrs. Haldeman and Kari and
12 months for Messrs. Renzi and Weiss and Ms. Wisdom. During the 12-month period immediately following termination,
each executive also agrees not to: (a) solicit or recruit any of our managerial employees; (b) compete against us in any of
our business activities; or (c) make disparaging remarks about us. The agreement also provides for confidentiality of
information that constitutes trade secrets or proprietary or other confidential information.
As of December 31, 2011, Mr. Weiss had vested in his benefits under the Thrift/401(k) SERP Benefit and the
Pension SERP Benefit, while Messrs. Haldeman, Kari and Renzi and Ms. Wisdom had not. The amounts presented in the
table below do not include vested balances in the Thrift/401(k) SERP Benefit or vested benefits in the Pension SERP
Benefit, because such vesting was not in connection with a termination or change-in-control. Amounts shown in the tables
also do not include certain items available to all employees generally upon a termination event.
353 Freddie Mac