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EX-10.1 - EX-10.1 2020 EXECUTIVE INCENTIVE COMPENSATION PLAN TARGETS, DATED DECEMBER 20, 2 - Federal Home Loan Bank of Topekack0001325878-ex101_6.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

Date of Report (Date of Earliest Event Reported):

 

February 3, 2020

Federal Home Loan Bank of Topeka

 

(Exact name of registrant as specified in its charter)

 

Federally Chartered Corporation

000-52004

48-0561319

 

 

 

 

 

 

 

 

 

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

  

 

 

500 SW Wanamaker Road, Topeka, Kansas

 

66606

 

 

 

 

 

 

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:

 

785.233.0507

Not Applicable

 

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:

[  ]  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 


Top of the Form

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 3, 2020, the Federal Housing Finance Agency (Finance Agency) informed Federal Home Loan Bank of Topeka (FHLBank) of its non-objection to FHLBank’s Executive Incentive Compensation Plan (EICP) 2020 Goal Metrics, Metric Performance Ranges, Participant Eligibility and Metric Weights (the Target Document) adopted by the board of directors of FHLBank (Board) on December 20, 2019.

 

Annually, the Board is responsible for establishing performance measures by approving targets that set forth the Total Base Opportunity, the performance measures, and other applicable terms and conditions for the operation of the EICP for the applicable fiscal year. The Target Document covers the 2020 “Base Performance Period” (January 1, 2020 through December 31, 2020) and the 2021 - 2023 “Deferral Performance Period” (January 1, 2021 through December 31, 2023). The Target Document defines three achievement levels for each Performance Measure: Threshold, Target and Optimum. Performance between Threshold-Target and Target-Optimum is calculated by linear interpolation.

 

Eligibility for the EICP is limited to a select group of key management or other highly-compensated employees. The Target Document establishes three levels of participation by participants based on the participant’s position and responsibility as set forth in the Target Document. The Total Base Opportunity for the three levels of participation is as follows:

 

 

 

 

 

Participant

Total Base Opportunity

 

Threshold

Target

Optimum

Level 1

 

 

 

CEO

37.5

75

112.5

Level 2

 

 

 

General Counsel

30

60

90

Level 3

 

 

 

Chief Financial Officer (CFO)

27.5

55

82.5

Chief Administrative Officer (CAO)

27.5

55

82.5

Level 4

 

 

 

Chief Information Officer (CIO)

25

50

75

 

In the event FHLBank’s performance during the Base Performance Period results in the achievement of a Total Base Opportunity that exceeds 100% of a participant’s base salary at the start of the Base Performance Period, the Target Document provides that the Total Base Opportunity is capped at 100% of the participant’s base salary.

 

The Target Document establishes separate metrics for the Base Performance Period and the Deferral Performance Period. The Base Performance Period Metrics are measured by the results achieved by FHLBank in attaining specified performance levels in the following eight areas:

 

 

Adjusted Return Spread on Total Regulatory Capital;

 

 

 

GAAP Return Spread on Total Regulatory Capital;

 

 

 

Adjusted Net Income after Capital Charge;

 

 

 

GAAP Net Income after Capital Charge;

 

 

 

Member Product Utilization;

 

 

 

Diversity and Inclusion;

 

 

Risk Management – Market, Credit and Liquidity Risks; and

 

 

Risk Management – Compliance, Business and Operations Risks.

 

The targets are measured by the results achieved by FHLBank in attaining specified performance levels in the eight areas, which are weighted as follows:

 

 

 

 

Objective

 

 

1.Adjusted Return Spread on Total Regulatory Capital

15%

 

2.GAAP Return Spread on Total Regulatory Capital

5%

 

3.Adjusted Net Income after Capital Charge

15%

 


4.GAAP Net Income after Capital Charge

5%

 

5.Member Product Utilization

10%

 

6.Diversity and Inclusion

10%

 

7.Risk Management - Market, Credit, Liquidity

20%

 

8.Risk Management - Compliance, Business, Operations

20%

 

Total

100%

 

 

The Deferral Performance Period is the three-year period directly following the Base Performance Period. The Deferred Incentive means 50% of the Total Base Opportunity, which is deferred for the Deferral Performance Period and is subject to adjustment. Participants are eligible to receive a Deferred Incentive for the 2021-2023 Deferral Performance Period if FHLBank has a Market Value of Equity of not less than 100% of FHLBank’s Total Regulatory Capital Stock outstanding as of the last day of the Deferral Performance Period. Upon determining FHLBank has achieved this minimum requirement, the Deferred Incentive shall be calculated by applying a six percent interest credit, compounded annually, to the Deferred Incentive.

 

Total awards payable under the Target Document are not determinable at this time.

 

The foregoing summary of the Target Document is qualified in its entirety by reference to the Target Document attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1 2020 Executive Incentive Compensation Plan Targets, dated December 20, 2019.

__________________



 

Top of the Form 

 

Exhibit Index  

 

 

Exhibit No. 

  

Description 

 

 

 

10.1 

  

2020 Executive Incentive Compensation Plan Targets, dated December 20, 2019.

 

 

 

 


Top of the Form

SIGNATURES

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 Topeka

  

 

 

 

 

February 6, 2020

 

By:

 

/s/ Carl M. Koupal, III

 

 

 

 

 

 

 

 

 

Name: Carl M. Koupal, III

 

 

 

 

Title: FVP, Associate General Counsel, Director of Legal Services and Compliance, Corporate Secretary