SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 19, 2015
FEDERAL HOME LOAN BANK OF SAN FRANCISCO
(Exact name of registrant as specified in its charter)
Federally chartered corporation
(State or other jurisdiction
(Commission File Number)
600 California Street
San Francisco, CA 94108
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2015 President's Incentive Plan (2015 PIP), 2015 Executive Incentive Plan (2015 EIP), and the 2015-2017 Executive Performance Unit Plan (2015 EPUP). On March 19, 2015, the Federal Housing Finance Agency informed the Bank of its non-objection to the Board-approved 2015 PIP, 2015 EIP, and 2015 EPUP. The incentive compensation plans are designed to provide incentive compensation opportunities to the Bank's officers for accomplishing Bank goals that are approved by the Board, as well as individual goals.
The 2015 PIP is solely for the Bank's president, a named executive officer. The 2015 EIP, which includes the Bank's other named executive officers, is for the Bank’s executive vice president and senior vice presidents, except the Bank's internal audit director. Awards under the 2015 PIP and the 2015 EIP are to be based on the total weighted achievement level of Bank goals and individual goals during 2015. At yearend, accomplishments will be assessed and a percentage of achievement will be determined for each goal and any award determination will be at the discretion of the Board. Awards, if any, under the 2015 PIP and the 2015 EIP are to be paid following Board approval and completion of any required regulatory review.
For the 2015 PIP and the 2015 EIP, awards are based and calculated on total weighted achievement levels ranging from 75% of target (threshold) to 150% of target (far exceeding target goal). If the total weighted achievement level of Bank and individual goals is between 75% and 150% of target, the range of awards as a percentage of base salary is 20% to 50% for the plan participants. Achievement below the threshold total weighted achievement level normally will not result in an incentive award.
The 2015 EPUP is for the Bank's president, executive vice president, and senior vice presidents (except the Bank's internal audit director), including the named executive officers. A new three-year performance period is established each year, so that there are three separate EPUPs in effect at one time. Awards under each EPUP are based on the relevant three-year performance period. The performance period for the 2015 EPUP is 2015 through 2017.
For the 2015 EPUP, awards are based and calculated on total weighted achievement levels ranging from 75% of target (threshold) to 150% of target (far exceeding target goal). If the total weighted achievement level of Bank goals is between 75% and 150% of target, the range of awards as a percentage of 2015 base salary is 20% to 50% for the plan participants. Achievement below the threshold total weighted achievement level normally will not result in an incentive award. Awards, if any, are to be paid following Board approval after the end of the three-year performance period and completion of any required regulatory review.
For all three plans (2015 PIP, 2015 EIP and 2015 EPUP), the Board has discretion to modify any and all goals, achievement levels, and incentive payments to account for matters not specifically addressed in the plan, subject to review by the Federal Housing Finance Agency. Incentive compensation reductions may be made based on, but not limited to, any of the following circumstances: (i) if errors or omissions result in material revisions to the Bank's financial results, information submitted to a regulatory or a reporting agency, or information used to determine incentive compensation payouts; (ii) if information submitted to a regulatory or a reporting agency is untimely; or, (iii) if the Bank does not make appropriate progress in the timely remediation of examination, monitoring, or other supervisory findings and matters requiring attention.
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 Home Loan Bank of San Francisco
Date: March 25, 2015
By: /s/ Lisa B. MacMillen
Lisa B. MacMillen
Executive Vice President and Chief Operating Officer