UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Freddie Mac
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2019, the Federal Housing Finance Agency (“FHFA”), acting as conservator, directed Freddie Mac to make specified changes to our executive compensation program for so long as we are in conservatorship.
As described in our annual report on Form 10-K for the year ended December 31, 2018 in “Executive Compensation—Elements of Target TDC” and “Determination of 2018 Target TDC for Eligible NEOs,” 30% of total target direct compensation for our current named executive officers (other than our Chief Executive Officer) is at-risk deferred salary that is subject to reduction based on corporate and individual performance. This at-risk deferred salary is currently paid in end-of-quarter installments in the year following the performance year. FHFA has directed us to increase the mandatory deferral period for at-risk deferred salary received by senior vice presidents and above from one year to two years. For executives hired before January 1, 2020, this change will be effective for at-risk deferred salary earned beginning January 1, 2022. For executives hired on or after January 1, 2020, the change will be effective immediately. Accordingly, at-risk deferred salary earned by our current named executive officers (other than our CEO) beginning January 1, 2022 will be paid in quarterly installments in the second year following the performance year. For example, at-risk deferred salary earned in 2022 will be paid in quarterly installments in 2024. Because our Chief Executive Officer does not receive deferred salary, his compensation will not be affected by this change.
FHFA also has directed us to limit base salaries for all of our employees to $600,000 for so long as we are in conservatorship. We do not currently pay any of our employees, including our named executive officers, a base salary of more than $600,000.
Freddie Mac Form 8-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FEDERAL HOME LOAN MORTGAGE CORPORATION |
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| By: |
/s/ David M. Brickman |
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| David M. Brickman |
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| Chief Executive Officer |
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Date: August 27, 2019