Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2024

Federal Home Loan Mortgage Corporation

(Exact name of registrant as specified in its charter)

Freddie Mac

Federally chartered
corporation

001-34139

52-0904874

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

8200 Jones Branch Drive

McLean

Virginia

22102-3110

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (703) 903-2000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2024, Freddie Mac (formally the Federal Home Loan Mortgage Corporation) announced that Diana W. Reid has been appointed as Chief Executive Officer, effective September 10, 2024. Ms. Reid also will become a member of Freddie Mac’s Board of Directors on September 10, 2024.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Ms. Reid, age 69, is a seasoned financial services industry executive with 40 years of experience in commercial and residential real estate lending, debt capital markets, and risk management. In 2019, Ms. Reid retired from PNC Financial Services Group, Inc. after 12 years as the executive of its real estate business divisions, including debt and equity for affordable housing, multifamily lending, commercial lending to institutional real estate owners and investors, commercial loan servicing and special servicing, and real estate technology solutions. Ms. Reid currently serves on the board of Welltower, Inc. (a real estate investment trust), which she joined in July 2020, and where she is a member of its Audit and Nominating / Corporate Governance Committees.

Freddie Mac has entered into a Memorandum Agreement with Ms. Reid, which provides for her employment as Chief Executive Officer of Freddie Mac. Ms. Reid’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 2024. Ms. Reid will also be eligible to receive employee benefits, as described in Freddie Mac’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2024 (the 2023 Annual Report). In connection with Ms. Reid’s appointment as Freddie Mac’s Chief Executive Officer, she has been offered relocation benefits to reimburse her for costs incurred associated with relocating to the Washington, DC area. These relocation benefits will be subject to repayment if within two years of receiving benefits Ms. Reid terminates her employment with Freddie Mac for any reason or Freddie Mac terminates her employment due to the occurrence of forfeiture events relating to materially inaccurate information, termination for felony conviction or willful misconduct, gross neglect or gross misconduct, or violation of a post-termination non-competition covenant.

In addition, Freddie Mac will enter into an indemnification agreement with Ms. Reid. A copy of the form of the Indemnification Agreement between Freddie Mac and executive officers is filed as Exhibit 10.27 to Freddie Mac’s Annual Report on Form 10-K filed on February 10, 2022, and is incorporated herein by reference. For a description of these agreements, see the 2023 Annual Report, under the heading “Executive Compensation – Compensation Discussion and Analysis – Written Agreements Relating to NEO Employment – Indemnification Agreements,” which description is incorporated herein by reference.

President and Interim CEO Michael Hutchins will continue as Freddie Mac's President. Mr. Hutchins will leave the Freddie Mac Board of Directors concurrent with Ms. Reid’s appointment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the Exhibit Index below are being submitted with this report.


Exhibit Number						Description of Exhibit

99.1						Press Release, dated September 10, 2024, issued by Freddie Mac
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

______________________________________________________________________________________________________

Freddie Mac Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


FEDERAL HOME LOAN MORTGAGE CORPORATION

By:	/s/	Heidi L. Mason
		Heidi L. Mason
		EVP & General Counsel

Date: September 10, 2024

______________________________________________________________________________________________________

Freddie Mac Form 8-K

Exhibit 99.1

FOR IMMEDIATE RELEASE

September 10, 2024

MEDIA CONTACT: Christopher Spina

703-388-7031

Christopher_Spina@FreddieMac.com

Freddie Mac Names Industry Leader Diana Reid CEO

Transition to take place immediately

MCLEAN, Va., September 10, 2024 -- Freddie Mac (OTCQB: FMCC) today announced that its Board of Directors has selected real estate and financial services industry veteran Diana Reid to serve as the company’s chief executive officer (CEO), effective immediately. Ms. Reid also will serve as a member of Freddie Mac’s Board of Directors. President and Interim CEO Michael Hutchins will continue as the company’s president.

Ms. Reid brings more than four decades of banking, real estate, capital markets and affordable housing experience to Freddie Mac, most recently serving as an independent director and advisor to several organizations. She spent nearly 12 years leading PNC Financial Services Group, Inc.’s real estate business division through the financial crisis and on to a period of significant growth.

“I am pleased to announce that Freddie Mac’s Board of Directors concluded its comprehensive search and selected Diana Reid as the company’s next CEO,” said Lance Drummond, non-executive chair of Freddie Mac’s Board of Directors. “Diana’s proven track record and vast experience in housing finance, real estate and capital markets make her an excellent choice to further Freddie Mac’s mission-driven work. I have the utmost confidence that she is the right person to take Freddie Mac into the future.”

Drummond added, “On behalf of the Board, I thank Mike Hutchins for his leadership as interim CEO, which provided necessary stability and continuity for Freddie Mac’s important work. We are delighted to benefit from his continued leadership as the company’s president.”

Prior to her executive role at PNC, Ms. Reid founded Beekman Advisors, where she provided real estate finance company owners, CEOs and boards strategic advice and M&A execution. She spent nearly 20 years at the investment bank formerly known as Credit Suisse First Boston in Mortgage Trading, Debt Capital Markets, and Financial Institutions Advisory.

“It is an honor to join Freddie Mac and lead the company as it carries out its vital role in the housing finance market,” said Diana Reid. “I look forward to working with the Board, management and my colleagues at Freddie Mac to continue and expand the company’s contributions in providing liquidity, stability and affordability for housing in communities across the country, and to ensure the company’s safety and soundness for the next generation.”

Diana Reid is a member of the board of directors of Welltower, Inc. (NYSE: WELL), the advisory board of Pittsburgh Opera, and a founding board member of The Denyce Graves Foundation. She earned her Bachelor of Science degree from California State University and her Masters of Business Administration degree from University of Virginia’s Darden School of Business.

About Freddie Mac

Freddie Mac’s mission is to make home possible for families across the nation. We promote liquidity, stability, affordability and equity in the housing market throughout all economic cycles. Since 1970, we have helped tens of millions of families buy, rent or keep their home.

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Document and Entity Information	Sep. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 10, 2024
Entity Registrant Name	Federal Home Loan Mortgage Corporation
Entity File Number	001-34139
Entity Tax Identification Number	52-0904874
Entity Address, Address Line One	8200 Jones Branch Drive
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102-3110
City Area Code	703
Local Phone Number	903-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001026214
Amendment Flag	false
Entity Incorporation, State or Country Code	X1