Document

    2022 DIRECTORS’ COMPENSATION POLICY
    



OBJECTIVE


Section 1261.22 of the Rules and Regulations of the Federal Housing Finance Agency require the Board of Directors to adopt a written policy to provide for the payment of reasonable compensation to Bank Directors for the performance of their duties as members of the Board of Directors.
Pursuant to that regulation, this Directors' Compensation Policy ("Policy") sets forth the activities and functions for which attendance is necessary and appropriate and may be compensated and sets forth the methodology for determining the amount of compensation to be paid. This Policy shall be reviewed annually by the Governance and Public Policy Committee.


POLICY


Total Compensation


The compensation paid to Directors shall be in conformity with the guidelines set forth in this Policy. The Policy guidelines on Director Compensation for 2022 are $142,500 for the Chair, $122,500 for the Vice Chair of the Board and for each Committee Chair, and $112,500 for each of the other Directors. Compensation can exceed the guidelines set forth above based on a Director assuming additional responsibilities, such as chairing a Committee or Board meeting.


Quarterly Retainer


In order to compensate Directors for their time while serving as Directors outside of normal Committee and Board meetings, Directors shall be paid a quarterly retainer. The retainer shall compensate Directors for their time preparing for meetings, attending Affordable Housing Advisory Council meetings, attending Bank System meetings, Board training sessions, and other activities outside of normal Committee and Board meetings. The amount of the quarterly retainer varies depending on the responsibilities of the Director as set forth below:


						
	Chairman	$17,500

	Vice Chairman	$15,312

	Committee Chairman	$15,312

	Director	$14,374





Board Meeting Fees


In order to compensate Directors for their time while serving as Directors, each Director that attends a meeting of the Board of Directors (including Committee meetings and participating by telephone) shall be paid a Board Meeting Attendance Fee. The amount of the Board Meeting Attendance Fee varies depending on the role served at the meeting. The following Board Meeting Attendance Fees shall be paid to Directors in attendance at Board of Director's meetings (including telephonic Board meetings):


			
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    2022 DIRECTORS’ COMPENSATION POLICY
    



						
	Chairman	$6,041

	Vice Chairman	$5,104

	Committee Chairman	$5,104

	Director	$4,583





In the absence of the Chairman, the Acting Chairman, whether it be the Vice Chairman or Chairman Pro Tem, shall receive the Chairman Board Meeting Attendance Fee. Board Meeting Attendance Fees are paid per meeting day.1


Standing Committee Meeting Fees


In order to compensate Directors for their time while serving as Directors, each Director that attends a Standing Committee meeting (including participating by telephone) shall be paid a Standing Committee Meeting Attendance Fee. The amount of the Standing Committee Meeting Attendance Fee varies among Directors in attendance at the meeting. The following Standing Committee Meeting Attendance Fees shall be paid to Directors in attendance at Committee Director's meetings:


						
	Chairman	$6,041

	Vice Chairman	$5,104

	Committee Chairman	$5,104

	Director	$4,583





Committee Meeting Attendance Fees are paid per meeting day, not per Committee meeting. No Committee Attendance Fee will be paid if a Board Meeting Attendance Fee is paid for the same day.2


Prorated Fees


A Director’s quarterly retainer fees will be prorated for the number of days in the quarter that they actually served on the Board in the event a Director leaves the Board mid-quarter.


Methodology


In 2019, McLagan Partners conducted a director compensation study for the FHLBanks, which was valid for 2020 and formed the basis for the Bank’s Directors’ Compensation Policy (including compensation levels and fee structure) in that year which was maintained in 2021 and 2022.    


Attendance


Directors must fulfill their responsibilities by regularly attending and participating, either in person or telephonically, in at least 75 percent of meetings of the Board of Directors and assigned Committees within a given calendar year. The Board of Directors reserves the right to direct the Corporate Secretary to adjust downward or eliminate the fourth quarter retainer payment to any Director who fails to meet this attendance requirement.


Travel



1 Board meeting fees are rounded down to the nearest dollar.
2 Committee meeting fees are rounded down to the nearest dollar.


			
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    2022 DIRECTORS’ COMPENSATION POLICY
    

The Directors shall be reimbursed for travel, subsistence and other related expenses incurred in connection with the Directors duties under the terms and conditions of the Bank's Travel and Expense Policy; provided, however, a Director may not be paid or reimbursed for gift or entertainment expenses.


Disclosure


The Bank shall disclose in its annual report to the Federal Housing Finance Agency the following items:


(i)the sum of the total compensation paid to its Directors in that year;
(ii)the sum of the total expenses paid to its Directors in that year;
(iii)the total compensation paid to each Director in that year;
(iv)the total expenses paid to each Director in that year;
(v)the total of all expenses incurred at group functions that are not reimbursed to individual Directors in that year;
(vi)the total number of Board meetings and Committee meetings held in that year;
(vii)the total number of Board and Committee meetings that each Director attended in that year; and
(viii)a summary of this Policy.


			
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    2022 DIRECTORS’ COMPENSATION POLICY
    

									
	APPROVAL DATE:
October 22, 2021
	POLICY OWNER:
General Counsel, Corporate Secretary and Ethics Officer
	REVIEWING MANAGEMENT COMMITTEE:  
N/A

	APPROVAL FREQUENCY:  
Annually
	APPLICABILITY:
Bank-wide
	APPROVING BOARD COMMITTEE:
Governance & Public Policy Committee





POLICY ADMINISTRATION


Approval of Exceptions.  All exceptions under this Policy must be approved by the General Counsel, Corporate Secretary and Ethics Officer or the President and must be reported to the Approving Committee listed above.


Policy Interpretations.  The General Counsel, Corporate Secretary and Ethics Officer may make interpretations of this Policy.  All interpretations shall be summarized in a memo and maintained along with the Policy.


COMPLIANCE MONITORING


The General Counsel, Corporate Secretary and Ethics Officer will be responsible for monitoring the compliance with this Policy.


APPLICABLE LAWS AND REGULATIONS


12 USC § 1427
12 CFR § 1261.22


RELATED POLICIES; BANK-WIDE PROCEDURES


Code of Conduct
Policy Governance Standards


DEFINED TERMS


None


POLICY HISTORY LOG
			
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    2022 DIRECTORS’ COMPENSATION POLICY
    

									
	Date
	Change
	Notes

	October 22, 2021
	Annual approval, effective January 1, 2022
	


	October 21, 2020
	Annual approval, effective January 1, 2021
	


	August 23, 2019
	Annual approval, effective January 1, 2020
	Updated to reflect 2019 McLagan Report.

	October 25, 2018 
	Annual approval, effective January 1, 2019
	Updated to reach midpoint as reflected in 2017 McLagan Report. 

	October 27, 2017
	Annual approval, effective January 1, 2018
	Updated to reflect 2017 McLagan Report.

	October 21, 2016
	Annual approval, effective January 1, 2017
	Updated to reflect 2015 McLagan Report.

	October 23, 2015
	Annual approval, effective January 1, 2016
	Updated to reflect 2015 McLagan Report. Submitted to FHFA 11-5-2015

	October 24, 2014
	Annual approval
	


	February 21, 2014
	Updated and approved
	Per request from FHFA

	December 18, 2013
	Annual approval
	








			
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