8-K

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): January 5, 2024

Federal Home Loan Bank of Des Moines

__________________________________________

(Exact name of registrant as specified in its charter)

Federally Chartered Corporation of the United States	000-51999	42-6000149
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

909 Locust Street
Des Moines, Iowa	50309
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 515-412-2100

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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 they 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. o

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

On January 5, 2024, the Federal Home Loan Bank of Des Moines (“Bank”) received a non-objection letter from the Federal Housing Finance Agency (“FHFA”) concerning the Bank’s 2024 Director Fee Policy (“Policy”). The Policy had previously been approved by the Bank’s Board of Directors on December 6, 2023, subject to receipt of FHFA non-objection. The 2024 Director Fee Policy is effective retroactively to January 1, 2024. The Bank expects to compensate its directors in accordance with this Policy. The Policy provides for annual compensation, the reimbursement of reasonable expenses and performance requirements.

Annual Compensation

	Annual Compensation
Chair of Board of Directors	$	162,500
Vice Chair of Board of Directors	142,000
Chairs of Audit, Risk and Compliance, and Human Resources and Compensation Committees	137,000
Chairs of all other Board Committees	130,000
All other Directors	123,000

Expense Reimbursement

The Bank will reimburse directors for necessary and reasonable travel, subsistence, and other related expenses incurred in connection with the performance of their duties in accordance with the Bank’s Expense Reimbursement Policy, Corporate Governance Principles and Director Position Description.

Performance Requirements

Directors are expected to attend all Board meetings and meetings of the committees on which they serve and are compensated quarterly, however the Bank has the right to withhold the fourth quarter payment in the event the director attends less than 75 percent of all required meetings. Further, if 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. In addition, the Chair and Vice Chair of the Board have the authority to make other compensation adjustments, as necessary, for any director that fails to meet performance requirements.

Deferred Compensation

Directors are eligible to participate in the Bank’s Deferral Plan for Directors. Under this plan, directors may elect to defer all or a portion of their directors’ fees.

The foregoing description of the 2024 Director Fee Policy is qualified in its entirety by reference to the copy of the 2024 Director Fee Policy included herein as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number 99.1    2024 Director Fee Policy

Exhibit Number 104    Cover Page Interactive Data File (embedded within the inline XBRL document)    

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Federal Home Loan Bank of Des Moines
January 9, 2024	By:	/s/ Robert W. Dixon
		Name: Robert W. Dixon
		Title: General Counsel and Corporate Secretary

EX-99.1

2024 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, 2024.

I. Annual Compensation

Annual compensation (“Annual Compensation”) for Bank Directors has been determined after assessing studies on director compensation as well as FHLBank System data.The Annual Compensation for Bank Directors for 2024 shall be as follows:

Chair of Board of Directors:	$	162,500
Vice Chair of Board of Directors:	$	142,000
Chairs of Audit, Risk and Compliance and Human Resources & Compensation Committees:	$	137,000
Chairs of all other Board Committees:	$	130,000
All other Directors:	$	123,000

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 Expense Reimbursement Policy, Corporate Governance Principles and Director Position Description. 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.

III.Limits and Controls

Performance Requirements. A Director shall receive one quarter of the Annual Compensation on the last business day 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 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,

Approved by the Board of Directors December 6, 2023

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 a manner consistent with the requirements of the Corporate Governance Principles and Director Position Description. 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 a quarter’s 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.

Approved by the Board of Directors December 6, 2023

XML

Cover	Jan. 05, 2024
Cover [Abstract]
Document Period End Date	Jan. 05, 2024
Entity Registrant Name	Federal Home Loan Bank of Des Moines
Entity Incorporation, State or Country Code	X1
Entity File Number	000-51999
Entity Tax Identification Number	42-6000149
Entity Address, Postal Zip Code	50309
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001325814
Entity Address, Address Line One	909 Locust Street
Entity Address, State or Province	IA
Document Type	8-K
City Area Code	515
Local Phone Number	412-2100
Entity Address, City or Town	Des Moines
Written Communications	false