Freddie Mac 2012 Annual Report Download - page 364

Board compensation levels during conservatorship are shown in the table below.
Table 92 — Board Compensation — 2012 Non-Employee Director Compensation Levels
Board Service
Cash Compensation
Annual Retainer ..................................................................................... $160,000
Annual Retainer for Non-Executive Chairman ............................................................... 290,000
Committee Service (Cash)
Annual Retainer for Audit Committee Chair ................................................................ $25,000
Annual Retainer for Business and Risk Committee Chair ....................................................... 15,000
Annual Retainer for Committee Chairs (other than Audit or Business and Risk) ....................................... 10,000
Annual Retainer for Audit Committee Members ............................................................. 10,000
The following table summarizes the 2012 compensation provided to all persons who served as non-employee directors
during 2012.
Table 93 — 2012 Director Compensation
Name
Fees Earned or
Paid in Cash
Change in Pension Value and
Nonqualified Deferred
Compensation Earnings(3)
All Other
Compensation(4) Total
C. Lynch .............................................. $300,000 $— $ — $300,000
J. Koskinen(1)(2) .......................................... 28,571 — — 28,571
L. Bammann ........................................... 175,000 — — 175,000
C. Byrd ............................................... 181,951 — 20,000 201,951
R. Glauber(1)(2) ........................................... 30,357 — — 30,357
L. Hirsch(1) ............................................. 28,571 — — 28,571
N. Retsinas ............................................ 160,000 — 4,600 164,600
C. Rose(1) .............................................. 35,069 — — 35,069
E. Shanks, Jr. ........................................... 170,000 — 20,000 190,000
A. Williams ............................................ 180,000 — — 180,000
(1) The amount represents partial annual compensation for the period served during 2012. Messrs. Glauber and Koskinen retired, and Messrs. Hirsch and
Rose resigned, from the Board in March 2012.
(2) Amounts shown reflect Messrs. Glauber and Koskinen’s compensation for service during 2012. As a result of the changes in board assignments and
responsibilities during the fourth quarter of 2011, the compensation earned by Messrs. Glauber and Koskinen during the fourth quarter of 2011 was less
than the amounts paid to them at the beginning of the quarter. The overpayments in 2011 were deducted from payments of amounts owed for services
performed in 2012 as follows: Messrs. Glauber ($1,495) and Koskinen ($10,598). However the full amount earned for service during 2012 is reflected in
the table above in the column “Fees Earned or Paid in Cash.”
(3) We do not have any pension or retirement plans for our non-employee directors.
(4) In 2012, the Freddie Mac Foundation provided a dollar-for-dollar match to eligible organizations and institutions, up to an aggregate amount of $20,000
per director per calendar year. Matching contributions made to charities designated by the non-employee directors were as follows: Ms. Byrd, $20,000;
Mr. Retsinas, $4,600; and Mr. Shanks, Jr., $20,000.
Indemnification. We have also made arrangements to indemnify our directors against certain liabilities which are
similar to the terms on which our executive officers are indemnified. For a description of such terms, see “— Written
Agreements Relating to Employment of CEO and CFO.”
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