CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE 

OF THE BOARD OF DIRECTORS 

OF THE 

FEDERAL HOME LOAN MORTGAGE CORPORATION 

Effective October 24, 2023 

Organization, Membership Requirements and Committee Processes 

The Nominating and Governance 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”). One member of the Committee shall be designated by the Board as the Chair of the 

Committee. 

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, reatain or engage outside 

consultants or advisors, including, but not limited to, attorneys, accountants, auditors, 

consultants on Board compensation, and management consultants, as the Committee may 

deem appropriate to fulfill its responsibilities, subject to the approval of the Conservator, to the 

extent set forth in the section below titled “Conservator Approval.” The Committee shall have 

the sole authority to retain and terminate any search firm to be used to identify candidates for 

membership on the Board, including sole authority to approve the consultant’s or search firm’s 

fees and other retention terms. Freddie Mac shall provide appropriate funding for the retention 

of any such consultants or advisors, 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.

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

conservatorship orders, 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. 
Nominating and Governance Committee Charter 

October 24, 2023 

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Purpose, Powers, Duties and Responsibilities of the Committee 

The Committee is hereby charged by the Board with the authority and responsibilities set forth 

below. 

1. Corporate Governance Generally: With respect to corporate governance matters 

generally: 

(a) To oversee corporate governance matters and to make recommendations 

concerning such matters to the Board, except as may be specified otherwise by the 

Board; and 

(b) To adopt and implement policies and procedures governing the internal operations of 

the Board and the Board Committees, except as may be specified otherwise by the 

Board. 

2. Corporate Governance Documents: With respect to Freddie Mac corporate governance 

documents: 

(a) To review Freddie Mac’s Bylaws at least annually and to recommend to the Board 

such changes to the Bylaws as the Committee deems appropriate; and 

(b) To review the Guidelines, including the standards for determining the independence 

of members of the Board and the qualifications for Board membership, at least 

annually; to recommend to the Board such changes to the Guidelines as the 

Committee deems appropriate; and, except as may be specified otherwise by the 

Board, to oversee implementation of the Guidelines. 

3. Evaluation of Board and Committee Operations and Performance: With respect to the 

annual evaluation by the Board and each of the Board committees of their respective 

operations and performance: 

(a) To develop, adopt and amend, as appropriate, the process for annual evaluation by 

the Board and each of the Board committees of their respective operations and 

performance, which shall include procedures for review of each committee’s 

structure and operations (including authority to delegate to subcommittees), the 

committee’s process for reporting to the Board, and the process for determining the 

membership of the committee (including qualifications for committee membership); 

(b) To oversee the annual evaluations of the operations and performance of the Board 

and each Board committee; 

(c) To review, at least annually, the Committee’s performance, including review of the 

matters specified in paragraph 3(a); 
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October 24, 2023 

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(d) To make such recommendations to the Board as the Committee deems appropriate 

concerning policies, practices or other topics identified by the Committee, the Board 

or any other committee, including with respect to the reporting of information by 

management to the Board and to its committees and by the committees to the 

Board; and 

(e) To review and report to the Board, at least annually, on the structure and 

responsibilities of the Board’s committees and to make such recommendations as 

the Committee deems appropriate, including the creation of additional Board 

committees, subject to the approval of the Conservator. 

4. Board Candidates: With respect to candidates for membership on the Board: 

(a) To identify individuals qualified to become members of the Board, consistent with 

criteria approved by the Board and as set forth in the Guidelines; 

(b) To review, as needed, proposals for nominations from stockholders that are 

submitted in accordance with the Corporation’s Bylaws for possible recommendation 

to the Board; 

(c) To recommend to the Board, as needed, the slate of nominees to be proposed for 

election at any Annual Meeting of Stockholders; and 

(d) To recommend to the Board nominees to fill vacancies on the Board.

5. Independence, Conflicts of Interest and Qualifications of Board Members: With respect to 

members of the Board: 

(a) Pursuant to paragraph 2(b), to develop, and to recommend to the Board for its 

approval, as may be deemed appropriate, modifications to the definitions of 

“independence” for Board members, and other qualifications and criteria for Board 

members, contained in the Guidelines, as well as providing guidance with respect to 

Board member time commitments and other directorships;

(b) To review, at least annually, the independence of members of the Board and 

individuals nominated for election to the Board; 

(c) To make recommendations, at least annually, to the Board concerning independence 

determinations for publication in Freddie Mac’s securities disclosure filings;

(d) To review any actual or potential conflicts of interest and approve, as needed, any 

resolution thereof;

(e) To review the activities of the Non-Executive Chair for consistency with his/her nonexecutive status and to make recommendations to the Board, as appropriate, with 

respect thereto; and 

(f) To review the application to Board members of the term limits, retirement age and 

other qualifications for Board membership under the Guidelines, at least annually, 

and to address with the affected member and/or with the Board, as appropriate, any 

matters that may arise thereunder. 
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6. Board Compensation: With respect to compensation for outside members of the Board: 

(a) To recommend to the Board policies regarding cash compensation; 

(b) To recommend to the Board compensation plans for outside members of the Board 

and/or amendments to existing plans, and to administer such plans (including the 

deferred compensation plan); 

(c) To the extent any action is required while Freddie Mac is in conservatorship: 

(i) to administer, review, approve, amend and/or terminate the stock-based 

compensation plan for members of the Board; and 

(ii) to amend any outstanding awards to members of the Board under that plan. 

7. Membership of Board Committees: With respect to the membership of Board committees:

(a) In consultation with the Non-Executive Chair, to make recommendations to the 

Board, at least annually, concerning the assignment of members of the Board to 

committees and the Chairs of such committees, and to reflect in those 

recommendations any applicable legal requirements concerning membership on 

those committees, taking into account the views of the respective committees as 

communicated to the Committee by the Chairs of those committees; and 

(b) To make a recommendation to the Board, at least annually, for publication in Freddie 

Mac’s securities disclosure filings, concerning the designation of an “audit committee 

financial expert” under applicable regulations of the Securities and Exchange 

Commission, taking into account the views of the Audit Committee as communicated 

to the Committee by the Chair of the Audit Committee.

8. Indemnification and Related Matters: To exercise all authority of the Board with respect to 

the following matters, in connection with all past, pending and future litigations, 

investigations and other proceedings (including, but not limited to, the authority to retain 

special counsel and to delegate to such special counsel, to the extent permitted under 

applicable law and Freddie Mac’s Bylaws, the Committee’s authority pursuant to this 

paragraph 8): 

(a) indemnification and advancement of expenses as authorized by Freddie Mac’s 

Bylaws, any applicable indemnification agreements or the Conservator; and 

(b) payment, as authorized by the Board or the Conservator, of legal fees for separate 

counsel incurred by current or former Freddie Mac Directors, officers or employees 

called on to provide testimony or information concerning matters relating to such 

individual’s service to or employment by Freddie Mac. 
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October 24, 2023 

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9. Related Person Transactions: To the extent required by Freddie Mac’s Related Person 

Transaction Policy, to review and, if appropriate, approve or ratify any “transaction” 

between Freddie Mac and a “related person,” and to review such policy on an annual 

basis and recommend to the Board changes to such policy and/or its implementation, as 

necessary.

10. Conflicts of Interest of Senior Officers: With regard to executive officers, as defined by 

Rule 3b-7 of the Securities Exchange Act of 1934, plus the Chief Compliance Officer and 

the General Auditor (collectively, “Senior Executive Officers” or “SEOs”), to: 

(a) make determinations (including appropriate resolutions) on all conflict of interest 

matters and business courtesy policy or procedure exceptions relating to the Chief 

Executive Officer (the “CEO”); 

(b) make determinations on the resolution of conflicts of interest matters for the other 

SEOs in circumstances where the Chief Compliance Officer or General Counsel has 

recommended a resolution of a conflict of interest matter; 

(c) receive and review quarterly and ad hoc reports by the Chief Compliance Officer on 

SEO conflict of interest disclosures, determinations on conflict of interest disclosures 

by the Chief Compliance Officer or the General Counsel, and business courtesy 

exceptions and take any action the Committee deems appropriate; and 

(d) perform other responsibilities related to conflicts of interest of SEOs as set forth in 

Freddie Mac’s Employee Code of Conduct, corporate policies, standards and 

procedures and Conservator guidance. 

11. Committee Charter: To review and reassess the adequacy of the Committee’s Charter on 

an annual basis and recommend for approval by the Board any changes that it deems 

appropriate. 

12. CEO Retention and Termination: To make recommendations to the Board concerning the 

retention and termination of the CEO unless the Board choses to make a determination 

themselves or designates another committee for this purpose. 

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

Conservator, the Board, including as set forth in the Guidelines, or requested by the NonExecutive Chair. 

14. Conservator Approval: Board or Committee action and Conservator approval shall be 

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