Freddie Mac 2015 Annual Report Download - page 352

Directors, Corporate Governance, and Executive Officers Corporate Governance
Freddie Mac 2015 Form 10-K 350
The Executive Committee, which, with the exception of our CEO, Mr. Layton, consists of independent
directors, is authorized to exercise the corporate powers of the Board between meetings of the Board,
except for those powers reserved to the Board by our Bylaws or otherwise.
The Executive Committee did not meet in 2015.
Compensation
Committee Chair: Members:
Nicolas P. Retsinas Raphael W. Bostic
Carolyn H. Byrd
Steven W. Kohlhagen
Saiyid T. Naqvi
Eugene B. Shanks, Jr.
The Compensation Committee oversees the company’s compensation and benefits policies and
programs. The company’s processes for consideration and determination of executive compensation, and
the role of the Compensation Committee in those processes, are further described in “Executive
Compensation — CD&A.” The Compensation Committee Report is included in “Executive Compensation
— CD&A — Compensation Committee Report.”
The Compensation Committee consists entirely of independent directors. None of the members of the
Compensation Committee during fiscal year 2015 were officers or employees of Freddie Mac or had any
relationship with us that would be required to be disclosed by us under Item 407(e)(4) of Regulation S-K.
The Compensation Committee met 7 times in 2015.
Nominating and
Governance Committee Chair: Members:
Richard C. Hartnack Lance F. Drummond
Thomas M. Goldstein
Sara Mathew
Anthony A. Williams
The Nominating and Governance Committee, which consists entirely of independent directors, oversees
the company’s corporate governance, including reviewing the company’s Bylaws and the Guidelines. The
Committee also assists the Board and its committees in conducting annual self-evaluations and
identifying qualified individuals to become members of the Board. The Committee also reviews Board
member independence and qualifications, and recommends membership of the Board committees.
The Nominating and Governance Committee met 7 times in 2015.
Risk Committee Chair: Members:
Steven W. Kohlhagen Raphael W. Bostic
Richard C. Hartnack
Saiyid T. Naqvi
Anthony A. Williams