Mark Schoenfelder Email and Phone Number

• Serve as primary legal advisor on ongoing securities and public disclosure matters, including SEC reporting and compliance.• Provide legal advice on corporate governance matters and documents and compliance with NASDAQ requirements.• Support Board of Directors and Board Committee meetings.

• Supported the Board of Directors, its committees, and senior management on matters relating to corporate governance, securities, and other legal, regulatory and strategic issues, including preparing and reviewing meeting materials, counseling divisions on governance requirements, and drafting meeting minutes and Board-level corporate policies, procedures, and standards. • Served as Secretary to the Operations & Technology Committee of the Board.• Served as Board counsel to Freddie Mac’s representatives on the Board of Managers of Common Securitization Solutions, LLC, a joint venture with Fannie Mae that operates a technological platform to support Uniform Mortgage Backed Securities.• Counseled senior management on legal and regulatory matters relating to strategic alternatives concerning Freddie Mac’s exit from conservatorship.• Partnered with clients to develop and refine corporate infrastructure that mitigates corporate risk through efficient and auditable process improvements and enhanced oversight.• Managed Freddie Mac’s public disclosures regarding corporate governance, executive compensation, and securities ownership, including Section 16 filings.• Advocated for Freddie Mac’s interests by leading working groups responding to regulatory examinations and inquiries resulting in reduced reputational risk.• Drafted and reviewed commercial agreements with key vendors, including Freddie Mac’s independent accounting firm, leadership and director search firm, and external technology vendors.

• Served as primary legal counsel to finance, accounting, investor relations and compensation teams. • Managed all aspects of the corporate governance process for the board of directors including building board and committee agendas, preparing meeting materials, drafting minutes, ensuring compliance with regulatory requirements and company policies, and overseeing board logistics.• Led board meetings for over a dozen domestic and international subsidiaries, including E*TRADE Bank.• Managed and developed team of attorneys and legal professionals.• Led multi-disciplinary team that drafted the proxy statement and planned and executed annual stockholder meetings, including voting administration, vendor retention and transfer agent matters. • Supported SEC, NASDAQ and bank regulatory filings, including drafting significant portions of Forms 10-K, 10-Q and 8-K, managing Section 16 reporting, reviewing call reports and annual reports of bank holding companies, and serving as Secretary of the Disclosure Committee.• Drafted, reviewed and administered numerous corporate policies relating to compensation, securities, and other regulatory requirements.• Managed outside counsel engagement and budget.

• Drafted and reviewed content of corporate filings with the SEC and other regulators, including Forms 10-K, 10-Q and 8-Ks, Proxy Statement, Section 16 reports and NYSE reports.• Prepared transaction documents and lead diligence process in connection with common stock, preferred stock and senior debt offerings.• Collaborated with Investor Relations to prepare and review materials and talking points for use in investor presentations and earnings calls.• Drafted and reviewed corporate policies, including the Disclosure Policy, Securities Law Policy and supporting procedures and standards.• Advised employees regarding insider trading matters and administer quarterly and event-based trading blackouts.• Developed and presented Regulation FD training seminars to senior executives.• Counseled the Executive Compensation team regarding materials and resolutions for Compensation Committee meetings and other corporate governance matters.• Drafted and reviewed equity grant awards, including restricted stock and option agreements.• Provided advice to Procurement team regarding requests for proposals and subsequent transactions.• Advised the Corporate Governance team regarding NYSE listing requirements.• Managed outside counsel engagement and budget.

• Advised clients regarding risks and legal aspects of mergers and key corporate transactions.• Counseled venture capital firms and early-stage companies in capital raising transactions, including common and preferred stock private placements.• Served as lead associate in issuance of over $4 billion of debt securities in various offerings.• Advised public companies on compliance with federal and state securities laws and NYSE and NASDAQ listing standards.• Counseled boards of directors and their committees on corporate governance and fiduciary duty matters, including stockholder rights plans.• Drafted securities filings, including registration statements, proxy statements and periodic reports. • Researched issues related to securities rules and regulations and corporate laws. • Interviewed employees and analyzed materials in connection with internal investigation into corporate practices.• Selected to serve on the firm’s summer associate committee and as a mentor to new associates.

• Assisted with investigation of violations of Foreign Corrupt Practices Act.• Drafted research memorandum regarding the intersection of various securities laws.

• Drafted and reviewed LLC, non-disclosure, consultancy, technology and employment agreements.• Researched and drafted a corporate code of ethics and other legal policies.