EX-10.1






2017 Board of Directors Compensation Policy

October 28, 2016

(Effective January 1, 2017)




Policy Information




	 	 	 
	Document Title:

	 	2017 Board of Directors Compensation

Policy
	Content Owner:

	 	Director of Human Resources and the

Office of Minority and Women Inclusion

(HR & OMWI)
	Certification of Compliance Contact:

	 	N/A
	Policy Category:

	 	FHLBank Policy
	FHLBank-Level Approver:

	 	Policy Oversight Group
	Board-Level Approver:

	 	Full Board (Compensation)
	Review Frequency:

	 	Annually
	Initial Effective Date:

	 	01/01/2010
	Last POG Approval Date:

	 	10/04/2016
	Next Review Date:

	 	10/2017






Introduction



This FHLBank Policy, governed by the board of directors (board), governs the compensation of
individuals serving as directors of the Federal Home Loan Bank of Topeka (FHLBank). Section 7(i) of
the Federal Home Loan Bank Act and 12 U.S.C. §1261.22 require the board annually to adopt a written
compensation policy to provide for the payment of reasonable compensation and expenses to the
directors for the time required of them in performing their duties as directors.



Purpose



Directors should be reasonably compensated for the time and effort exerted in the performance of
their duties as a director of FHLBank. This policy establishes reasonable compensation for the
activities and functions for which director attendance or participation is necessary and provides
compensation reflecting the total amount of time a director has spent on FHLBank business.
Differentials in meeting attendance fees for the chair, vice chair and the various committee chairs
shall reflect the additional responsibility assumed by these directors.



Policy



1. Compensation. The Maximum Annual Compensation for FHLBank directors shall be as follows:



	 	 	 	 	 
	Position	 	Maximum Annual Compensation
	Chair of Board
	 	$	130,000	 
	Vice Chair of Board
	 	$	110,000	 
	Committee Chair
	 	$	110,000	 
	Director
	 	$	100,000	 






An individual serving as chair of the board shall not be entitled to annual compensation in excess
of the amount to which the individual is entitled for such service due to concurrent service as a
committee chair. An individual serving as vice chair of the board shall be entitled to an increase
of $5,000 in his or her Maximum Annual Compensation in the event the individual serves as both vice
chair of the board and a committee chair.



In order to compensate directors for their time while serving as directors, a director shall
receive one quarter of the Maximum Annual Compensation following the end of each calendar quarter.
The payment is intended to compensate directors for their time preparing for and attending board
and committee meetings and fulfilling the other obligations of a director of FHLBank. In the event
that a director serves on the board for only a portion of a calendar year, or only serves as chair
of the board, vice chair of the board, or a committee chair for a portion of a calendar year, then
the Maximum Annual Compensation to which the director is entitled for that calendar year shall be
adjusted accordingly on a pro-rata basis (to be calculated based on the number of days the director
served on the board during the calendar year).



The Maximum Annual Compensation amounts are based on an evaluation of McLagan market research data,
including the appropriate peer group and peer positioning, a fee comparison among the FHLBanks and
the board’s assessment of appropriate and comparable pay that will allow the FHLBank to recruit and
retain highly qualified directors.



Peer Group. The FHLBank’s peer group is defined by organizations with which the FHLBank competes
for business and/or talent. The primary peer group for FHLBank’s directors is U.S. banks with
assets of $10 billion to $20 billion, representing banks, like FHLBank, subject to enhanced
regulatory requirements including incentive compensation requirements under Section 956 of the
Dodd-Frank Act. FHLBank also reviews director compensation of other FHLBanks, Fannie Mae, Freddie
Mac and Office of Finance for reference points when evaluating director compensation, but does not
consider such entities part of the peer group.



Pay Positioning. FHLBank will consider the 25th, 50th and 75th
percentiles when establishing director compensation. However, FHLBank will generally compensate
directors between the 25th and 50th percentile of the market data.



2. Adjustments in Compensation. Only fees that reflect performance of official FHLBank
business shall be paid to a director. This Policy is structured to allow decreases in compensation
to reflect lesser attendance or performance at board or committee meetings during a given year.



If it is determined at the end of the calendar year that a director has attended less than 75
percent of the meetings of the board and the meetings of the committees to which the director is
assigned (including any meetings held via conference call), combined, during such year, the
director will not receive the one quarter of the Maximum Annual Compensation scheduled to be paid
for the fourth quarter of such calendar year. Participation via conference call will not count as
attendance for in person meetings of the board or a committee. Exceptions to this paragraph may be
granted by the chair of the Compensation committee or, in the case of considering attendance by the
chair of the Compensation committee, an exception may be granted by the chair of the board.



Further, the chair of the Compensation committee shall have the authority, in his or her sole
discretion, to recommend that the board reduce the compensation of any director to reflect lesser
performance at board or committee meetings during a given year. The chair of the board shall have
the authority, in his or her sole discretion, to recommend that the board reduce the compensation
of the chair of the Compensation committee to reflect lesser performance at board or committee
meetings during a given year. If the chair of the Compensation committee or the chair of the board,
as appropriate, determines that the compensation paid to a director does not reflect the director’s
performance of official FHLBank business, the chair of the Compensation committee or the chair of
the board, as appropriate, may recommend that the board authorize a clawback of that director’s
compensation in an amount to be determined by the board.



On a quarterly basis, the chair of the Compensation committee and the chair of the board shall
review attendance records, as prepared by the corporate secretary, and shall use those records, in
addition to considering director performance, when determining whether to recommend the board
reduce or clawback a director’s compensation.



3. Number of Meetings. The board shall hold at least six regular board meetings per year.
Special meetings of the board may be held as provided in the FHLBank’s Bylaws.



4. Reimbursement of Expenses. Directors shall be entitled to reimbursement for all
necessary and reasonable travel, subsistence and other related expenses incurred in connection with
the performance of their official duties as provided in the Directors and Executive Officers Travel
Policy, except that directors may not be paid for gift or entertainment expenses.



Policy Review



This policy shall be reviewed annually and revised as needed by the Director of HR & OMWI.
Following such review, the policy shall be submitted for review and approval by the Policy
Oversight Group. In the event of any revisions to the Policy, such revisions shall be submitted for
review and approval by the Compensation committee and the board, which shall occur no less than
annually.