Fannie Mae - Federal National Mortgage Association

05/14/2024 | Press release | Distributed by Public on 05/14/2024 14:06

Management Change/Compensation - Form 8-K

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 May 10, 2024, Diane N. Lye 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 Dr. Lye is until the earlier of: (1) the next annual election of Board members; or (2) the date on which she resigns or is removed by the Federal Housing Finance Agency, as conservator, while Fannie Mae is in conservatorship. As of the date of this filing, the Board committees on which Dr. Lye will serve have not been determined.
Dr. Lye, age 62, has over 30 years of experience in data science and technology. Most recently, she served as Chief Information Officer at Rivian Automotive, Inc., an electric vehicle manufacturer, from October 2022 to December 2023. Previously, Dr. Lye was at Capital One, National Association, where she served as Executive Vice President and Chief Information Officer for Card Technology, from May 2019 to September 2022, and as Senior Vice President of Enterprise Data, Machine Learning, Risk and Finance Technology, from October 2016 to May 2019. Prior to joining Capital One, Dr. Lye held a variety of technology-centered leadership roles at Amazon, Citigroup, and Bank of America.

Based on its review of the relevant facts and circumstances, Fannie Mae's Board of Directors determined that Dr. Lye is an independent director.
Director Compensation
Dr. Lye will be paid compensation as a director as described in Fannie Mae's annual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 15, 2024, under the heading "Executive Compensation-Compensation Tables and Other Information-Director Compensation," which description is incorporated herein by reference.
Indemnification Agreement
Fannie Mae is entering into an indemnification agreement with Dr. Lye, the form of which was filed as Exhibit 10.3 to Fannie Mae's annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 14, 2019.
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