X10000310522falseFEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE00003105222023-03-132023-03-13

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): March 13, 2023
Federal National Mortgage Association
(Exact name of registrant as specified in its charter)
 Fannie Mae
Federally chartered corporation0-5023152-08831071100 15th Street, NW800232-6643
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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.
Appointment of New Director
On March 13, 2023, Michael Seelig was appointed to the Board of Directors of Fannie Mae (formally, the Federal National Mortgage Association), effective as of that date. The Board’s appointment of Mr. Seelig is until the earliest of: (1) the third anniversary of the effective date of his appointment while Fannie Mae is in conservatorship; (2) the date on which he resigns or is removed by the conservator while Fannie Mae is in conservatorship; or (3) the date on which his successor is elected at an annual meeting of stockholders in accordance with the Bylaws.
Mr. Seelig has been appointed to serve on the Audit Committee of Fannie Mae’s Board of Directors.
Mr. Seelig, age 60, was a senior executive at PricewaterhouseCoopers LLP, where he was a partner from 1997 until his retirement in September 2022. Mr. Seelig has over 35 years of diverse experience principally serving clients in the financial services industry. In addition to helping companies navigate risk, regulatory, mergers and acquisitions, financial reporting, corporate governance and strategy matters, Mr. Seelig served in a variety of leadership roles within PricewaterhouseCoopers, where he was responsible for driving various aspects of the firm’s strategy and operations in several national, market and sector-based capacities. Mr. Seelig is a licensed certified public accountant and a member of the American Institute of Certified Professional Accountants, or AICPA. Mr. Seelig currently serves or has served as a trustee or member of the Board of a number of civic, educational and faith-based organizations.
Based on its review of the relevant facts and circumstances, Fannie Mae’s Board of Directors determined that Mr. Seelig is an independent director.
Director Compensation
Mr. Seelig will be paid compensation as a director as described in our annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 14, 2023, under the heading “Executive Compensation—Compensation Tables and Other Information—Director Compensation,” which description is incorporated herein by reference.
Indemnification Agreements
Fannie Mae is entering into an indemnification agreement with Mr. Seelig, the form of which was filed as Exhibit 10.3 to our annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 14, 2019.


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.
By/s/ Wells M. Engledow
Wells M. Engledow
 Enterprise Deputy General Counsel—Senior Vice President
Date: March 15, 2023