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Nominating and Corporate Governance Committee Charter

1. Members. The Nominating and Corporate Governance Committee (the 

“Committee”) shall be composed entirely of independent directors, including an 

independent chair and at least two other independent directors. Committee 

members shall be appointed by the Board of Directors (the “Board”) of Fannie Mae 

(the “Company”) upon recommendation by the Committee, and may be removed by 

the Board in its discretion. An "independent director" is a director who satisfies the 

independence standards adopted by the Board as set forth in the Company’s 

Corporate Governance Guidelines and who meets the requirements for 

“independence” contained in 12 C.F.R. §1239.5, both as determined by the Board.

2. Purpose of the Committee. The purpose of the Committee shall be to: (a) identify 

individuals qualified to become members of the Board, consistent with criteria 

approved by the Board; (b) recommend directors to be elected by the Board to fill 

any vacancies; (c) develop and recommend to the Board a set of corporate 

governance principles and play a leadership role in shaping the Company's 

corporate governance; and (d) oversee the coordination of the Company’s 

environmental, social and governance (“ESG”) activities and ratings.

3. Duties to the Conservator. The directors of the Company serve on behalf of the 

Federal Housing Finance Agency, as Conservator of the Company, and shall 

exercise authority as directed by the Conservator. The Committee shall consult and 

obtain approval of the Conservator before taking those actions indicated in Sections 

4 and 5 below, as being subject to the Conservator’s approval.

4. Duties and Responsibilities of the Committee. The Committee's duties and 

responsibilities shall include:

i. Developing and recommending to the Board criteria to identify and evaluate 

prospective candidates for the Board. The Committee shall look for 

candidates (a) who, as a group, are knowledgeable in business, finance, 

capital markets, accounting, risk management, public policy, mortgage 

lending, real estate, low-income housing, homebuilding, regulation of 

financial institutions, technology, environmental, social and governance, and 

any other areas as may be relevant to the safe and sound operation of the 

Company; (b) who possess the highest personal values, judgment and 

integrity; (c) who represent diversity in ideas, perspectives, gender, race, and 

disability; (d) who have an understanding of the regulatory and policy 

environment in which the Company does its business; (e) who have the 

ability to attend meetings and fully participate in the activities of the Board, 

including whether a candidate's service on outside boards or other activities 

will permit the candidate sufficient time to devote to responsibilities

associated with being a director of the Company; (f) who, at the time of 

election, or within a reasonable time thereafter, have a working familiarity 

with basic finance and accounting practices, including the ability to read and 

understand the regulated entity’s balance sheet and income statement and 

to ask substantive questions of management and the internal and external 

auditors; and (g) who comply with specific committee membership requirements 

for the committees to which they are appointed.
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ii. Recommending to the Board potential nominees to the Board and the renomination of incumbent directors, as appropriate.

iii. Reviewing the membership of committees of the Board and recommending 

members of each committee to the Board.

iv. Annually assessing the composition of the committees and the Board, 

including the Chair and Vice Chair of the Board and each of the committees, 

to identify any desired rotations and whether or not to recruit additional Board 

members.

v. Overseeing the evaluation of the Board and its committees, including 

evaluating the adequacy and appropriateness of the content, format, and 

distribution of the written information and evaluating reports and other 

material provided to the Board.

vi. Developing and monitoring implementation of the Company’s corporate 

governance guidelines and key practices, conducting periodic benchmarking 

of corporate governance practices, and, as needed, recommend appropriate 

changes.

vii. Annually reviewing the adequacy of the charters of each committee of the 

Board with respect to corporate governance-related practices.

viii. Overseeing implementation of and compliance with the Company’s Code of 

Conduct for the Board of Directors (the “Director Code”) and recommending 

to the Board any changes as necessary.

ix. Reviewing the Company’s Code of Conduct for employees (the “Employee 

Code”) and recommending to the Board any changes as necessary.

x. Reviewing requests for any waiver to the Director Code or Employee Code 

and recommending to the Board whether a particular waiver should be 

granted.

xi. Approving requests for any exception to the Oversight of Designated 

Executive Officers’ Conflicts of Interest and Business Courtesies Matters 

Policy (except for those involving meals) with respect to the Chief Executive 

Officer.

xii. Subject to the Conservator’s discretion during Conservatorship, considering 

shareholder recommendations for potential Board candidates, if any.

xiii. Reviewing and recommending to the Board retirement and other tenure 

policies for directors.

xiv. Reviewing directorships in other for-profit companies held by or offered to 

directors of the Company and approving directorships in other for -profit 

companies held by or offered to senior management of the Company, 

including the Chief Executive Officer, those additional officers who are 

“executive officers” as defined in Rule 3b-7 under the Securities Exchange 

Act, the Chief Audit Executive, and the Chief Compliance Officer (this group, 

collectively, the “Designated Executive Officers”).

xv. Approving all matters regarding the Chief Executive Officer in accordance 

with the Oversight of Designated Executive Officers’ Conflicts of Interest
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and Business Courtesies Matters Policy.

xvi. Approving all matters disclosed to the Chief Compliance Officer or his or her 

designee in accordance with the Oversight of Designated Executive 

Officers’ Conflicts of Interest and Business Courtesies Matters Policy. The 

Committee will consult with the Audit Committee at least annually with 

respect to any such conflict of interest matters for the Chief Audit Executive.

xvii. Reviewing and approving the Oversight of Designated Executive Officers’

Conflicts of Interest and Business Courtesies Matters Policy relating to 

Designated Executive Officers.

xviii. Reviewing regular reports regarding all activities engaged in by Designated 

Executive Officers as disclosed in accordance with the Employee Code or 

the Oversight of Designated Executive Officers’ Conflicts of Interest and 

Business Courtesies Matters Policy.

xix. Conducting a reasonable prior review and oversight of transactions with any 

director, nominee for director or executive officer of the Company, or any of 

such director’s, nominee’s or executive officer’s immediate family members 

that are required to be disclosed pursuant to Item 404 of Regulation S-K, and 

prohibiting such a transaction if it is determined it to be inconsistent with the 

interest of the Company and its shareholders.

xx. Approving any loan agreement, credit agreement, or similar agreement with 

an employee of the Company.

xxi. Administering and overseeing director orientation and continuing education 

program requirements for Board members.

xxii. Overseeing engagement with external stakeholders regarding ESG matters

and related communications, including but not limited to ESG ratings 

agencies; provided, however, that the Community Responsibility and 

Sustainability Committee will provide primary oversight of the Company’s 

ESG strategy development and execution.

xxiii. Annually evaluating the performance of the Committee and the adequacy of 

the Committee's charter.

5. Outside advisors. Subject to the Conservator’s approval, the Committee shall have 

the authority to retain and terminate such outside legal counsel as it determines 

appropriate to assist it in the full performance of its functions. The Committee shall 

also have sole authority to retain and terminate search firms, experts and other 

advisors as it determines appropriate to assist it in the full performance of its 

functions, and approve any such search firms’, experts’ or other advisors’ fees and 

other retention terms. The Company shall provide for appropriate funding, as 

determined by the Committee, for payment of compensation to any advisor retained 

by the Committee.

6. Meetings. The Committee shall meet at least four times a year, either in person or 

by means of a conference call or similar communications equipment providing a 

means by which all persons participating in the meeting can hear each other, and at 

such times and places as the Committee shall determine. The Committee shall 

make regular reports to the Board on its activities. These reports will generally occur 
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after each Committee meeting or at such other times as the Committee deems

appropriate.

7. Subcommittees. In its discretion, the Committee may establish and delegate 

responsibilities to subcommittees consisting of one or more members, who shall 

report on their activities to the Committee.

Charter Last Approved: September 6, 2023.