exhb-director_feexpolicy






Approved by the Board of Directors October 15, 2019        2020 DIRECTOR FEE POLICY       The Board of Directors (“Board”) of the Federal Home Loan Bank of Des  Moines (“Bank”) adopts this policy governing compensation for its Chair, Vice  Chair, Board Committee Chairs, and all other Member and Independent  Directors serving on the Bank’s Board, effective January 1, 2020.     I.  Annual Compensation    Annual compensation (“Annual Compensation”) for Bank Directors has been  determined after assessing studies1 on director compensation as well as  FHLBank System data.  The Annual Compensation for Bank Directors for 2020  shall be as follows:          2020  2019    Chair of Board of Directors:    $138,000  $138,000  Vice Chair of Board of Directors:  $127,000  $127,000  Chair of Audit Committee:            $122,000  $122,000  Chairs of all other Board Committees: $117,000  $117,000  All other Directors:    $106,000  $106,000    In addition to the 2020 Annual Compensation set forth above, Bank-approved  expenses of a Director’s spouse/guest accompanying a Director as an invited  guest to a Board meeting will be treated as compensation for such Director.  Individuals serving as Chair or Vice Chair of the Board shall not be entitled to  Annual Compensation in excess of the amount to which they are entitled for  such service due to concurrent service as Chair of a Board Committee.      II.  Expenses    The Bank shall reimburse directors and pay for necessary and reasonable  travel, subsistence, and other related expenses incurred in connection with  performance of their duties in accordance with the Bank’s Travel and  Entertainment Policy and Director Position Description.     III. Limits and Controls    Performance Requirements. A Director shall receive one quarter of the Annual  Compensation following the end of each calendar quarter.  If it is determined  at the end of the calendar year that a Director has attended less than 75% of  the meetings the Director was required to attend during such year, the                                                    1 Director compensation analysis provided in May 2019 by McLagan recommended the  following director pay ranges: Chair: $139,000 - $155,000; Vice Chair and Chair of Audit:  $113,000-$139,000; Other Committee Chairs: $110,000 - $129,000; Other Directors:  $103,000 - $119,000.    





 






Approved by the Board of Directors October 15, 2019    Director will not receive the fourth quarter payment for such calendar year.   In the event that a Director serves on the Board for only a portion of a  calendar year, or only serves as a Board Chair, Board Vice Chair, or  Committee Chair for a portion of a calendar year, then the Annual  Compensation to which such director is entitled for that calendar year shall be  adjusted accordingly on a pro-rata basis.      Directors are expected to attend all Board meetings and meetings of the  Committees on which they serve, and to remain engaged and actively  participate in all meetings.  In addition to the Bank’s right to withhold fourth  quarter Annual Compensation from a Director, the Chair or Vice Chair of the  Board shall direct the Corporate Secretary to make any other appropriate  adjustments in the payments to any Director who regularly fails to attend  Board meetings or meetings of Committees on which the Director serves, or  who consistently demonstrates a lack of participation in or preparation for  such meetings, to ensure that no Director is paid fees that do not reflect that  Director’s performance of his/her duties. To assist the Board in making such  determinations, the Corporate Secretary will, on a quarterly basis and prior to  payment of the most recently completed quarter’s Director fees, review the  attendance of each Director during the quarter and raise any attendance issue  identified with the Board Chair.  In the event the potential issue involves the  Board Chair, the Corporate Secretary will raise such issue with the Board Vice  Chair.    IV. Roles and Responsibilities    The Board of Directors shall be responsible for any adjustments to the Annual  Compensation.  The Corporate Secretary is responsible for processing fee  payments and expense reports and for remitting fees and expense  reimbursements to Directors on a quarterly basis.    The Board of Directors shall review and approve this policy annually.