Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2025, Freddie Mac (formally the Federal Home Loan Mortgage Corporation) announced that Kenny M. Smith has been appointed as Chief Executive Officer, effective December 17, 2025. Mr. Smith also will become a member of Freddie Mac's Board of Directors (the Board) on December 17, 2025.
Mr. Smith, age 64, is a retired senior principal of Deloitte Consulting LLP ("Deloitte") where he served since 1993, including as Vice Chairman, U.S. Financial Services Industry Leader from 2015 to 2020. While at Deloitte, he also served as Global Lead Client Service Partner for Wells Fargo & Company from 2008 to 2019, and as a senior industry advisory partner for numerous clients. Mr. Smith has extensive Board experience including serving on the Deloitte Board Council, the Deloitte Nominating Committee, the National Council of Real Estate Fiduciaries Board and several community, private club, and charitable organizations.
Freddie Mac has entered into a Memorandum Agreement with Mr. Smith, which provides for his employment as Chief Executive Officer of Freddie Mac. Mr. Smith's direct compensation as Chief Executive Officer will consist solely of base salary at the rate of $600,000 per year, pro-rated for the period of service in 2025. Mr. Smith will also be eligible to receive employee benefits, as described in Freddie Mac's Annual Report on Form 10-Kfiled with the Securities and Exchange Commission on February 12, 2025 (the 2024 Annual Report).
Freddie Mac also will enter into a restrictive covenant and confidentiality agreement with Mr. Smith, the form of which is filed as Exhibit 10.3 to Freddie Mac's Quarterly Report on Form 10-Q filed on July 29, 2021. In addition, Freddie Mac will enter into an indemnification agreement with Mr. Smith, the form of which is filed as Exhibit 10.27 to Freddie Mac's Annual Report on Form 10-K filed on February 10, 2022. For a description of these agreements, see the 2024 Annual Report under the headings "Executive Compensation - Compensation Discussion and Analysis - Written Agreements Relating to NEO Employment - Restrictive Covenant and Confidentiality Agreements" and "Executive Compensation - Compensation Discussion and Analysis - Written Agreements Relating to NEO Employment - Indemnification Agreements," which descriptions are incorporated herein by reference.
Michael Hutchins will remain as Freddie Mac's President, and will continue to serve on its Board.
_____________________________________________________________________________________________________
Freddie Mac Form 8-K