Freddie Mac 2011 Annual Report Download - page 363

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Security Ownership
Our only class of voting stock is our common stock. (Upon its appointment as Conservator, FHFA immediately
succeeded to the voting rights of holders of our common stock.) The following table shows the beneficial ownership of
our common stock as of March 6, 2012 by our current directors, our Named Executive Officers, all of our directors and
executive officers as a group, and holders of more than 5% of our common stock. Beneficial ownership is determined in
accordance with SEC rules for computing the number of shares of common stock beneficially owned by a person and the
percentage ownership of that person. As of March 6, 2012, each director and Named Executive Officer, and all of our
directors and executive officers as a group, owned less than 1% of our outstanding common stock. The information
presented below is based on information provided to us by the individuals or entities specified in the table.
Table 94 — Stock Ownership by Directors, Executive Officers, and Greater-Than-5% Holders
Name Position
Common Stock
Beneficially
Owned
Excluding
Stock Options
(1)
Stock Options
Exercisable
Within 60 Days of
March 6, 2012
Total
Common
Stock
Beneficially
Owned
Linda B. Bammann . . . . . . . . . . . . . . . . Director — — —
Carolyn H. Byrd . . . . . . . . . . . . . . . . . . Director — — —
Christopher S. Lynch . . . . . . . . . . . . . . . Director — — —
Nicolas P. Retsinas. . . . . . . . . . . . . . . . . Director 9,552
(2)
— 9,552
Clayton S. Rose . . . . . . . . . . . . . . . . . . Director — — —
Eugene B. Shanks, Jr. . . . . . . . . . . . . . . Director — — —
Anthony A. Williams . . . . . . . . . . . . . . . Director — — —
Charles E. Haldeman, Jr. . . . . . . . . . . . . Chief Executive Officer — — —
Ross J. Kari . . . . . . . . . . . . . . . . . . . . . EVP — Chief Financial Officer — — —
Anthony N. Renzi . . . . . . . . . . . . . . . . . EVP — Single Family Business, Ops. and Tech. — — —
Jerry Weiss . . . . . . . . . . . . . . . . . . . . . . EVP — Chief Administrative Officer 37,842
(3)
16,590 54,432
Paige H. Wisdom. . . . . . . . . . . . . . . . . . EVP — Chief Enterprise Risk Officer 25,458
(4)
— 25,458
All directors and executive officers as a group (18 persons) 123,984
(5)
35,548 159,532
5% Holder Common Stock Beneficially Owned Percent of Class
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Variable
(6)
79.9%
(1) Includes shares of stock beneficially owned as of March 6, 2012. Also includes RSUs vesting within 60 days of March 6, 2012. An RSU represents
a conditional contractual right to receive one share of our common stock at a specified future date. See “Executive Compensation — Compensation
Discussion and Analysis” above for more information.
(2) Includes 5,613 RSUs and 150 dividend equivalents on RSUs.
(3) Includes 5,276 RSUs.
(4) Includes 8,270 RSUs.
(5) Includes 30,299 RSUs and 150 dividend equivalents on RSUs.
(6) In September 2008, we issued to Treasury a warrant to purchase, for one one-thousandth of a cent ($0.00001) per share, shares of our common stock
equal to 79.9% of the total number of shares of our common stock outstanding on a fully diluted basis at the time the warrant is exercised. The
warrant may be exercised in whole or in part at any time until September 7, 2028. As of the date of this filing, Treasury has not exercised the
warrant. The information above assumes Treasury beneficially owns no other shares of our common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about our common stock that may be issued upon the exercise of options,
warrants, and rights under our existing equity compensation plans at December 31, 2011. Our stockholders have approved
the ESPP, the 2004 Employee Plan, the 1995 Employee Plan, and the Directors’ Plan. We suspended the operation of
these plans following our entry into conservatorship and are no longer granting awards under such plans.
358 Freddie Mac