SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2019
Federal National Mortgage Association
(Exact name of registrant as specified in its charter)
Federally chartered corporation
1100 15th Street, NW
(State or other jurisdiction
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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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 Fannie Mae 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 2018 Executive Compensation Program—Direct Compensation,” for our current named executive officers (other than our Chief Executive Officer), 30% of their total target direct compensation 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 quarterly installments in the first 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 for at-risk deferred salary earned beginning January 1, 2020. Accordingly, for our current named executive officers, at-risk deferred salary earned 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 is not 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.
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 NATIONAL MORTGAGE ASSOCIATION
/s/ Stephen H. McElhennon
Stephen H. McElhennon
Senior Vice President and Deputy General Counsel
Date: August 27, 2019