CHARTER OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE 

OF THE BOARD OF DIRECTORS 

OF THE 

FEDERAL HOME LOAN MORTGAGE CORPORATION 

Effective October 24, 2023 

Organization, Membership Requirements and Committee Processes 

The Compensation and Human Capital Committee (the “Committee”) of the Board of Directors 

(the “Board”) of the Federal Home Loan Mortgage Corporation (“Freddie Mac”) shall consist of 

at least three members appointed by the Board, following notice to the Federal Housing Finance 

Agency, as Conservator of Freddie Mac (the “Conservator”). Each Committee member shall be 

independent under the standards set forth in Freddie Mac’s Corporate Governance Guidelines 

(the “Guidelines”), as well as under the listing standards of the New York Stock Exchange 

(“NYSE”), including under any such listing standards applicable to compensation committee 

members. One member of the Committee shall be designated by the Board as the Chair of the 

Committee. At least two members of the Committee shall each be a “non-employee director” 

within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange 

Act”). 

The Committee Chair shall report regularly to the Board on the Committee’s activities and 

minutes of the Committee’s meetings shall be submitted to the Board. 

The members of the Committee shall have access to any employee of Freddie Mac. The 

Committee shall have the authority, in its sole discretion, to select, retain or obtain the advice of a 

compensation consultant, independent legal counsel or other advisors and shall be directly 

responsible for the compensation and oversight of such compensation consultant, independent 

legal counsel or other advisors, subject to the approval of the Conservator to the extent set forth 

in paragraph 6. As part of its oversight responsibility, the Committee shall conduct an annual 

review of the independence of any such compensation consultant, independent legal counsel, or 

other advisors, as appropriate. Freddie Mac shall provide appropriate funding for the payment of 

compensation to any such compensation consultant, independent legal counsel, or other advisor 

and for other necessary and appropriate administrative expenses of the Committee, all as 

determined by the Committee. 

The Chair of the Committee will collaborate with the Chairs of any of the other Board committees 

when necessary or desirable to facilitate each of the Board committees in fulfilling their respective 

responsibilities. The Committee may meet in joint session with any other Board committee to 

discuss matters that are pertinent to both Committees. 

Before initial selection and for the purpose of the annual review of the independence of any 

compensation consultant, legal counsel, or other advisor to be retained by it, the Committee 

shall take into consideration all factors the Committee deems relevant to that person’s 

independence, including the following: 

 the provision of other services to Freddie Mac by the person that employs the 

compensation consultant, legal counsel, or other advisor; 
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October 24, 2023 

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 the amount of fees received from Freddie Mac by the person that employs the 

compensation consultant, legal counsel, or other advisor, as a percentage of 

such person’s total revenue; 

 the policies and procedures of the person that employs the compensation 

consultant, legal counsel or other advisor that are designed to prevent conflicts of 

interest; 

 any business or personal relationship of the compensation consultant, legal 

counsel, or other advisor with a member of the Committee; 

 any stock of Freddie Mac owned by the compensation consultant, legal 

counsel, or other advisor; and 

 any business or personal relationship of the compensation consultant, legal 

counsel, other advisor, or the person employing the advisor with an 

executive officer of Freddie Mac. 

The foregoing consideration of independence shall not be required, however, with respect to 

(i) in-house counsel of Freddie Mac or (ii) any compensation consultant, legal counsel or other 

advisor who provides only services for which disclosure is not required under Item 407(e)(3)(iii) 

of Regulation S-K. 

To the extent consistent with applicable laws, regulations, NYSE listing standards and 

conservatorship orders or directives, the Committee responsibilities listed below may, in the 

alternative, be satisfied by actions of the full Board or by another Board committee acting at the 

direction of the Board or the Board's Chair. 

Purposes, Powers, Duties and Responsibilities of the Committee 

The Committee is hereby charged by the Board with the following authority and responsibilities: 

1. Executive Compensation: With respect to executive compensation: 

(a) In consultation with senior management, to approve Freddie Mac’s executive 

compensation philosophy and to oversee and monitor Freddie Mac’s executive 

compensation policies, plans and programs to ensure that they are consistent with 

this philosophy, as well as the responsibilities of the Board in light of the 

conservatorship; 

(b) To approve on an annual basis the companies that will be included in the group that 

provides market data for the purposes of comparing the reasonableness and 

comparability of compensation for the Senior Officers (as defined below) (the 

“Comparator Group”) and, in the event that the data available from such Comparator 

Group for a specific position is insufficient, to review the Committee’s independent 

compensation consultant’s and/or management’s recommendations concerning the 

use of one or more alternative benchmarks; 
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(c) With respect to the Chief Executive Officer (“CEO”), to approve: 

(i) Subject to approval by the Conservator as set forth in paragraph 6, all elements 

of compensation (and the specific amounts thereof) and other terms of 

employment, provided that no separate action shall be necessary to the extent 

that the compensation is derived from a plan that covers all officers or a larger 

group of Freddie Mac’s employees; and 

(ii) The goals and objectives relevant to assessing the CEO’s annual performance, 

the evaluation of the CEO’s performance in light of those goals and objectives 

and such other factors as the Committee deems relevant; and, subject to 

approval by the Conservator as set forth in paragraph 6, the CEO’s 

compensation in light of such evaluation, provided that the Committee shall 

obtain and consider the views of the other non-management members of the 

Board with respect to the CEO’s compensation. 

(d) With respect to Senior Vice Presidents and above, other than the CEO, and including 

any other executive as the Conservator may deem necessary (each a “Senior 

Officer”): 

(i) To approve the subset of Senior Officers who, along with the CEO, shall be 

considered executive officers and to approve the subset of Senior Officers who, 

along with the CEO, shall be considered reporting officers for purposes of 

Section 16 of the Securities Exchange Act of 1934 (each a “Section 16 

Officer”); and 

(ii) To approve, subject to approval by the Conservator as set forth in paragraph 6, 

all elements of compensation (including the specific amounts thereof) of such 

Senior Officers, provided that no separate action shall be necessary to the 

extent that the compensation is derived from a plan that covers all officers or a 

larger group of Freddie Mac’s employees, provided further that the Committee 

shall provide input to the Audit Committee prior to the Audit Committee’s 

approval of the General Auditor’s compensation and the Internal Audit 

Division’s incentive compensation, and provided further that the Committee 

shall obtain and consider the views of the other independent members of the 

Board with respect to the compensation of individuals occupying the positions 

of President or Chief Operating Officer (“COO”) prior to taking any action. 

(e) To review and oversee incentive compensation plans and programs, with a view to 

appropriately balance risk and financial results in a manner that does not encourage 

employees to expose Freddie Mac to imprudent risks, and to discuss with 

management, including the Chief Enterprise Risk officer, at least annually, its risk 

assessment of Freddie Mac’s compensation plans and programs; 
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(f) To approve the Committee’s report for inclusion in any securities disclosure filings in 

accordance with applicable regulatory requirements, to review and discuss with 

management Freddie Mac’s proposed compensation discussion and analysis 

(“CD&A”) and to recommend to the Board that the CD&A be included in such 

disclosures; 

(g) The Committee hereby delegates any of its authority described in paragraph 1(d)(ii) 

above to the Committee Chair where competitive circumstances or efficiency and/or 

performance considerations preclude delaying approval to the next Committee 

meeting, provided that such authority shall not be exercised with respect to the 

President or COO or any other Senior Officer who is likely to be identified as a 

“Named Executive Officer” in Freddie Mac’s annual securities disclosure, and 

provided further that the Committee Chair shall report to the Committee on such 

action at the Committee’s next regularly-scheduled meeting; and 

(h) To approve (i) any employment, professional, consulting, or other relationship of the 

CEO or the President or COO with any entity other than Freddie Mac; and (ii) any 

other matters that, pursuant to the terms of their respective employment agreements, 

may require approval by the Board; and to report to the Board on any such approval. 

2. Other Compensation-Related Matters: With respect to other compensation-related 

matters: 

(a) To approve, subject to approval by the Conservator, as set forth in paragraph 6, any 

establishment or modification of performance management processes to be used to 

determine any element of compensation paid to Senior Officers, other than a 

Conservator scorecard; 

(b) To approve the assessment of corporate performance against any performance 

management process used to determine any element of compensation paid to Senior 

Officers, other than a Conservator scorecard; 

(c) To review, approve, amend and/or terminate any retirement plan; 

(d) With respect to each Senior Officer, to review and approve any Company 

clawback, recoupment or forfeiture policy or agreement and any significant 

changes thereto, and oversee their application as appropriate; and 

(e) To the extent any action is required while Freddie Mac is in conservatorship: (i) to 

review, approve, amend and/or terminate any stock-based compensation or stockbased benefit plan for employees; (ii) to amend any outstanding awards to 

employees under such plans; and (iii) to review the stock grant date policy. 
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3. Human Capital Matters: With respect to human capital matters generally: 

(a) To review, at least annually, the talent development programs and initiatives including 

succession planning, leadership development, performance enablement, talent 

acquisition and retention of Senior Officers, consistent with the objectives of the 

conservatorship covering: 

i. General oversight responsibility for Senior Officer succession planning other than 

for the CEO and the Senior Vice President – General Auditor, which shall be 

overseen by the Board and the Audit Committee, respectively; 

ii. Review of the CEO’s past appointment and promotion of Senior Officers and, in 

conjunction with the CEO, evaluate the performance and potential of Senior 

Officers and the potential successors of such Senior Officers, and make reports 

and recommendations to the Board and the CEO on such matters as deemed 

appropriate; and 

iii. Review of programs, and the results of those programs, designed to facilitate the 

selection, retention, and development of Senior Officers. 

(b) To oversee diversity, equity, and inclusion (“DEI”) programs and policies, as well 

as the results of those programs and policies, including: 

i. Recommending to the Board the approval of an enterprise-wide DEI policy that 

describes the Freddie Mac DEI organizational framework and provides direction in 

implementing the requirements the Freddie Mac DEI program across the 

Company; 

ii. Annually reviewing the Freddie Mac DEI strategic plan and, at least once every 

three years, recommending to the Board the approval of the DEI strategic plan, 

and recommending to the Board the approval of any interim amendments to the 

DEI strategic plan; 

iii. Overseeing the Freddie Mac DEI program and reviewing periodic results and 

outcomes from management related to Freddie Mac DEI efforts and performance 

against established objectives, metrics, and other performance measures; and 

iv. Recommending to the Board the approval of an annual statement confirming the 

Company’s commitment to the principles of equal opportunity in employment and 

contracting. 

(c) To oversee management strategies and the design and execution of initiatives to 

strengthen the Company’s culture and employee engagement in alignment with the 

Company’s strategy and supporting a Company-wide culture of ethical decision 

making. 
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October 24, 2023 

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4. Committee Operations and Charter: At least annually, to: 

(a) Review, under the oversight of the Nominating and Governance Committee, this 

Committee’s performance, including review of its structure and operations (including 

authority to delegate to subcommittees), its process for reporting to the Board, and 

the process for determining the membership of the Committee (including 

qualifications for Committee membership); and 

(b) Review and reassess the adequacy of the Committee’s Charter and recommend for 

approval by the Board any changes that it deems appropriate. 

5. Other Duties: To perform such other duties as may from time to time be assigned by the 

Board, including as set forth in the Guidelines, or requested by the Non-Executive Chair. 

6. Conservator Approval: Notwithstanding anything set forth above, prior approval by the 

Conservator shall be required for any Committee actions involving: 

(a) Entering into new compensation arrangements for, or compensation or benefit 

increases of, Senior Officers; 

(b) Any establishment or modification of performance management processes used to 

determine any element of compensation paid to Senior Officers, other than the 

Conservator scorecard; 

(c) Any assessment of corporate performance against a performance management 

process used to determine any element of compensation paid to Senior Officers, other 

than the Conservator scorecard; 

(d) Retention or termination of any law firm serving as a consultant to the Committee or 

the Board; and 

(e) Actions that, in the reasonable business judgment of management, are likely to 

cause significant reputation risk or result in substantial negative publicity. 

Board or Committee action and Conservator approval shall also be required for any other 

matter that is designated by the Conservator as requiring such approval.