Brandon Hamara joins Fannie Mae (OTC: FNMA) board and ops team leadership

Rhea-AI Filing Summary

Fannie Mae appointed Brandon Hamara to its Board of Directors effective October 7, 2025, with his term lasting until the next annual board election or earlier resignation or removal by the Federal Housing Finance Agency while the company remains in conservatorship. His board committee assignments have not yet been determined.

Hamara was also appointed Senior Vice President and Head of Operations for Single-Family and Multifamily, expected to start in November 2025. His total annual target direct compensation is $1.9 million, made up of $525,000 base salary, $805,000 fixed deferred salary, and $570,000 at-risk deferred salary. He will receive a $270,000 sign-on award in two installments, subject to repayment and forfeiture conditions if he resigns, is terminated for misconduct, or fails a pre-employment background check within a year of any installment. He will receive standard executive relocation benefits, be eligible for regular executive benefits, and will not receive additional pay for board service. Fannie Mae expects to enter into an indemnification agreement with him using its standard form for directors and officers.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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Accepted by SEC EDGAR 10/08/2025 - 04:39 PM Learn about SEC filing dates

FAQ

What did Fannie Mae (FNMA) announce regarding Brandon Hamara?

Fannie Mae announced that Brandon Hamara was appointed to its Board of Directors effective October 7, 2025, and was also appointed Senior Vice President and Head of Operations for Single-Family and Multifamily, with an expected start date in November 2025.

How long will Brandon Hamara serve on Fannie Mae's board?

Brandon Hamara will serve on the board until the earlier of the next annual election of board members or the date he resigns or is removed by the Federal Housing Finance Agency, as conservator, while Fannie Mae is in conservatorship.

What is Brandon Hamara’s compensation in his new Fannie Mae role?

Hamara’s total annual target direct compensation is $1.9 million, consisting of $525,000 base salary, $805,000 fixed deferred salary, and $570,000 at-risk deferred salary, in addition to a separate sign-on award.

What sign-on award is Fannie Mae providing to Brandon Hamara?

Fannie Mae granted Hamara a $270,000 sign-on award to offset compensation he will forfeit at his prior employer. It will be paid as $180,000 soon after his start date and $90,000 after the first anniversary, provided he remains employed.

Under what conditions must Brandon Hamara repay his sign-on award from Fannie Mae?

If within one year after receiving any installment of the sign-on award he resigns, is terminated involuntarily due to misconduct, or fails a pre-employment background investigation, he must repay that installment and will forfeit any unpaid portion.

Will Brandon Hamara receive additional pay for serving as a Fannie Mae director?

No. The filing states that Mr. Hamara will not receive any additional compensation for his service as a director beyond his employee compensation.

What other arrangements will Fannie Mae have with Brandon Hamara?

Fannie Mae expects to enter into an indemnification agreement with Hamara using the form previously filed as Exhibit 10.3 to its 2018 Form 10-K, and he will receive benefits under the company’s standard executive relocation plan and be eligible for regular employee benefits.

X10000310522falseFEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE00003105222025-10-062025-10-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 6, 2025

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

 Fannie Mae

Federally chartered corporation

0-50231

52-0883107

1100 15th Street, NW

800

232-6643

Washington,

DC

20005

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

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.

Appointment of New Director

On October 6, 2025, Brandon Hamara was appointed to the Board of Directors of Fannie Mae, effective as of October 7, 2025. The appointment of Mr. Hamara is until the earlier of: (1) the next annual election of Board members; or (2) the date on which he resigns or is removed by U.S. Federal Housing FHFA (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 Mr. Hamara will serve have not been determined. We will provide in an amendment to this Form 8-K any required information about Mr. Hamara’s committee assignments when they have been determined.

Employee Role and Compensation

Mr. Hamara was also appointed to serve as Fannie Mae’s Senior Vice President and Head of Operations for Single-Family and Multifamily, and is expected to start in this role in November 2025.

Mr. Hamara’s total annual target direct compensation will be $1.9 million, consisting of base salary of $525,000, fixed deferred salary of $805,000 and at-risk deferred salary of $570,000. To compensate him for compensation he will forfeit upon leaving his employer, Mr. Hamara was also awarded a sign-on award of $270,000, which will be paid in a first installment of $180,000 as soon as practicable after his start date and a second installment of $90,000 as soon as practicable after the first anniversary of his start date as an employee, provided he remains employed by Fannie Mae. If within one year after Mr. Hamara receives any installment of the sign-on award: (a) he resigns; (b) his employment with Fannie Mae is terminated involuntarily due to his misconduct; or (c) he fails to successfully pass a pre-employment background investigation, he will be required to repay the installment and will forfeit any unpaid portion of his sign-on award. Mr. Hamara has also been offered benefits under Fannie Mae’s standard executive relocation plan. Mr. Hamara will also be eligible to receive employee benefits, including those described in “Elements of 2024 Executive Compensation” in the “Executive Compensation—Compensation Discussion and Analysis” section of Fannie Mae’s annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 14, 2025. Mr. Hamara will not receive any additional compensation for his service as a director.

As of the date of this filing, other than Mr. Hamara’s employee compensation described above, we have not yet determined whether there are any other transactions or relationships involving Mr. Hamara that are required to be disclosed by Item 404(a) of Regulation S-K. We will provide in an amendment to this Form 8-K any additional required information about transactions or relationships when they have been determined.

Indemnification Agreement

Fannie Mae expects to enter into an indemnification agreement with Mr. Hamara in the form 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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SIGNATURES

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 NATIONAL MORTGAGE ASSOCIATION
			By			/s/ Thomas L. Klein
						Thomas L. Klein
						Enterprise Deputy General Counsel—Vice President

Date: October 8, 2025

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