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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): January 7, 2025
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 DriveMcLeanVirginia22102-3110
(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 classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/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 January 7, 2025, Freddie Mac (formally the Federal Home Loan Mortgage Corporation) announced James Whitlinger has been appointed as Executive Vice President and Chief Financial Officer, effective January 1, 2025.
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.
Mr. Whitlinger, age 56, is a 10-year employee of Freddie Mac. He has served as Freddie Mac’s Senior Vice President, Single-Family Chief Financial Officer since 2014, and most recently as Freddie Mac’s Interim Chief Financial Officer since June 29, 2024. Mr. Whitlinger has worked in the real estate finance industry for over 30 years, including as Senior Vice President at Univest Bank and Trust Co. and served as Executive Vice President and Chief Financial Officer at GMAC ResCap, Inc.
Freddie Mac has entered into a Memorandum Agreement with Mr. Whitlinger, which provides for his employment as Executive Vice President and Chief Financial Officer of Freddie Mac. A copy of the Memorandum Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Federal Housing Finance Agency, Freddie Mac’s conservator, has approved the terms of this Memorandum Agreement and consulted with the U.S. Department of the Treasury.
The terms of this Memorandum Agreement provide that:
•Mr. Whitlinger is eligible to participate in Freddie Mac’s Executive Management Compensation Program, which is filed as Exhibit 10.3 to Freddie Mac’s Quarterly Report on Form 10-Q filed on November 8, 2022, and is incorporated herein by reference. For a description of this program, see Freddie Mac’s Annual Report on Form 10-K filed on February 14, 2024 (the “2023 Annual Report”).
•Mr. Whitlinger’s annualized Target Total Direct Compensation will be $2,400,000, consisting of Base Salary of $600,000, Fixed Deferred Salary of $1,080,000, and At-Risk Deferred Salary of $720,000. His At-Risk Deferred Salary is subject to reduction based on corporate and individual performance. For a description of the determination of At-Risk Deferred Salary, see the 2023 Annual Report.
•To participate in the Executive Management Compensation Program, Freddie Mac has entered into a Recapture and Forfeiture Agreement (“Recapture Agreement”) with Mr. Whitlinger. A copy of the Recapture Agreement is filed as Exhibit 10.18 to Freddie Mac’s Annual Report on Form 10-K filed on February 16, 2017, and is incorporated herein by reference. For a description of this Recapture Agreement, see the 2023 Annual Report.
Freddie Mac has entered into a Restrictive Covenant and Confidentiality Agreement with Mr. Whitlinger. A copy of the form of the Restrictive Covenant and Confidentiality Agreement between Freddie Mac and executive officers is filed as Exhibit 10.2 to Freddie Mac’s Quarterly Report on Form 10-Q filed on July 29, 2021, and is incorporated herein by reference. For a description of this Restrictive Covenant and Confidentiality Agreement, see the 2023 Annual Report.
Freddie Mac will enter into an indemnification agreement with Mr. Whitlinger. 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 this indemnification agreement, see the 2023 Annual Report.
______________________________________________________________________________________________________
Freddie Mac Form 8-K


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
    
10.1
10.2
10.3
10.4
10.5
99.1
104Cover 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: January 7, 2025





















______________________________________________________________________________________________________

Freddie Mac Form 8-K

Exhibit 10.1
headera.jpg

December 30, 2024


Jim Whitlinger
*address redacted*
Dear Jim,
On behalf of the hiring team, congratulations on your selection as Executive Vice President & Chief Financial Officer reporting to Chief Executive Officer, Diana Reid, effective January 1, 2025.
We value your experience, skills, and contributions in service to our mission of making home possible. As we continue our efforts to build a better Freddie Mac and a better housing finance system, you’re the right person, right now to help us succeed. We look forward to seeing you build upon your many talents and diversifying your experiences on this next step of your career journey.
Below is an outline of the terms and conditions of your employment with us, including your compensation, which was approved by the Compensation and Human Capital Committee of the Board of Directors and by the Federal Housing Finance Agency (the “FHFA”).
Compensation:
Your target total direct compensation (“Target TDC”) will be $2,400,000. Your Target TDC will consist of two components – Base Salary and Deferred Salary – that are both paid in cash and are summarized below.
Base Salary – The annualized amount of your Base Salary will be $600,000.
Deferred Salary – The annualized amount of your Deferred Salary will be $1,800,000 and is comprised of two components noted below, which are earned in each quarter and paid in the corresponding quarter of the following calendar year.
◦At-Risk Deferred Salary – This portion of your Deferred Salary is equal to thirty percent (30%) of your Target TDC, or $720,000, up to half of which may be reduced based on the company’s performance against objectives established by FHFA and up to half of which may be reduced based on both the company’s performance against corporate objectives and your performance against individual objectives.
◦Fixed Deferred Salary – This portion of your Deferred Salary is equal to your Target TDC less your Base Salary and At-Risk Deferred Salary and is equal to $1,080,000.
General Terms and Conditions:
Executive Management Compensation Program Your compensation continues to be governed by the Executive Management Compensation Program.




Jim Whitlinger
December 30, 2024
Restrictive Covenant and Confidentiality Agreement You continued to be bound by the terms of the Restrictive Covenant and Confidentiality Agreement, which describes post-employment, non-competition and non-recruitment restrictions as well as restrictions concerning treatment of confidential information.
Recapture and Forfeiture Agreement You continued to be bound by the terms of the Recapture and Forfeiture Agreement, which describes the circumstances under which certain compensation is subject to repayment and/or forfeiture.
FHFA’s Review and Approval Authority Notwithstanding FHFA’s approval of your compensation and any provision of this letter, any compensation paid or to be paid during or after your employment remains subject to any withholding, escrow or prohibition consistent with FHFA’s authority pursuant to the Federal Home Loan Corporation Act, as amended, or the Federal Housing Enterprise Financial Safety and Soundness Act of 1992, as amended.
Outside Activities and Family Member Activities During your employment with us, you agree to devote substantially all your time, attention, energies to our business, and to not be engaged in any other business activity unless permitted under our Outside Activities and Family Member Activities policy. This restriction will not prevent you from devoting a reasonable amount of time to charitable or public interest activities or from making passive investments of your assets in such form or manner as you desire, consistent with Freddie Mac’s Employee Trading policy, and except as provided herein.
Employment At-Will Your employment continues to be "at-will" and not for a fixed term. No statement, whether written or verbal, by Freddie Mac or any of its officers, employees or representatives may in any way modify, alter, or change the "at-will" nature of your employment. You and Freddie Mac each retain the right to terminate your employment at any time, for any reason or no reason.
Please confirm that the terms and conditions in this letter conform to your understanding by returning a signed copy of this letter.
Again, congratulations Jim!

Sincerely,
Michele Espada
VP, Talent



Signature: /s/ James Whitlinger             Date: 1/2/2025



2
                                                
Exhibit 99.1
pressreleaseimagev2a05a.jpg
newsrelease3a.jpg
FOR IMMEDIATE RELEASE
January 7, 2025
MEDIA CONTACT: Christopher Spina
703-388-7031
Christopher_Spina@FreddieMac.com

Freddie Mac Appoints James Whitlinger Chief Financial Officer
Ten-year company veteran named EVP & CFO effective immediately

MCLEAN, Va., January 7, 2025 -- Freddie Mac (OTCQB: FMCC) today announced the appointment of James Whitlinger as executive vice president and chief financial officer (CFO), effective January 1, 2025. Whitlinger previously served as the company’s senior vice president and Single-Family CFO since 2014. He has served as interim CFO since June of 2024, following the departure of Christian Lown, who served as CFO from June of 2020 to June, 2024.
“It’s with great pleasure that we announce Jim Whitlinger as the company’s new chief financial officer,” said Diana Reid, Chief Executive Officer of Freddie Mac. “Jim is a proven leader with more than 30 years of financial management and accounting experience. As a 10-year veteran of Freddie Mac, he is well positioned to assume the CFO role and maintain the strength and continuity of our Finance functions.”
Whitlinger has worked in the real estate finance industry for more than three decades, most recently serving as senior vice president at Univest Bank and Trust Co. Prior to Univest, he served as executive vice president and CFO at GMAC ResCap, Inc.
“I am excited and humbled to be chosen as Freddie Mac’s next CFO,” said Whitlinger. “I thank Freddie Mac’s Board and the company’s outstanding senior leadership team for their confidence, and I look forward to leading the talented and hardworking individuals who make up our Finance Division,” said Whitlinger.
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.
Learn More: Website | Consumers | X | LinkedIn | Facebook | Instagram | YouTube

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Document and Entity Information
Jan. 07, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 07, 2025
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
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