Federally chartered corporation | 000-51402 | 04-6002575 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
• | Michael R. Tuttle, director of Opportunities Credit Union, Winooski, Vermont, an incumbent director currently serving as a member of the Board’s Risk, Human Resources and Compensation, and Housing and Community Development Committees. Mr. Tuttle was re-elected to fill a member directorship designated for the state of Vermont; |
• | Richard E. Wyman, president of Meredith Village Savings Bank, Meredith, New Hampshire, was elected to fill a member directorship designated for the state of New Hampshire. |
• | Joan Carty, president and chief executive officer of Housing Development Fund in Stamford, Connecticut. Ms. Carty is an incumbent director currently serving as chair of the Board’s Housing and Community Development Committee and as a member of its Executive and Human Resources and Compensation Committees. |
• | Patrick E. Clancy, an independent consultant and developer of affordable housing as principal of The Clancy Company, Kennebunkport, Maine, and former president and chief executive officer of The Community Builders, Inc. Mr. Clancy is an incumbent director currently serving as vice chair of the Board’s Housing and Community Development and Risk Committees and as a member of the Ad Hoc Remediation Committee. |
• | extending credit in the ordinary course of business to such members, on market terms that are no more favorable to such members than the terms of comparable transactions with other members; |
• | purchasing short- and long-term investments, at market rates, from such members or their affiliates; |
• | entering into interest-rate-exchange agreements on market terms with affiliates of such members as counterparties; and |
• | providing affordable housing benefits in conjunction with such members, or affiliates of such members, on terms and conditions that are no more favorable to such members than the terms and conditions of comparable transactions with other members. |
Per Board Meeting | Per Committee Meeting | Telephonic Attendance | Maximum Attendance Fees | |
Chair | $11,500 | $2,500 | $1,500 | $91,500 |
Vice Chair and Committee Chairs | $9,500 | $2,500 | $1,500 | $76,500 |
Other Directors | $8,500 | $2,500 | $1,500 | $71,500 |
Quarterly Retainer | Annual Retainer | |
Chair | $10,250 | $41,000 |
Vice Chair and Committee Chairs | $9,000 | $36,000 |
Other Directors | $7,750 | $31,000 |
Maximum Attendance Fees | Maximum Retainer | Total Maximum Compensation | |
Chair | $91,500 | $41,000 | $132,500 |
Vice Chair and Committee Chairs | $76,500 | $36,000 | $112,500 |
Other Directors | $71,500 | $31,000 | $102,500 |
Date: | October 19, 2018 | Federal Home Loan Bank of Boston | |
By:/s/ Frank Nitkiewicz | |||
Frank Nitkiewicz | |||
Executive Vice President and Chief Financial Officer |
I. | Purpose: | 1 | ||
II. | Scope: | 1 | ||
III. | Policy Statement: | 1 | ||
A. Methodology: | 1 | |||
B. Board and Committee Meeting Fees: | 1 | |||
C. Quarterly Retainer | 2 | |||
D. Maximum Compensation | 2 | |||
E. Reduction in Compensation based on Attendance and Performance | 3 | |||
IV. | Administration: | 3 | ||
A. Roles and Responsibilities: | 3 | |||
B. Governance: | 3 | |||
C. Exception Management/Policy Interpretations: | 3 | |||
V. | Applicable Laws and Regulations: | 3 | ||
VI. | Related Policies; Procedures: | 4 | ||
VII. | Policy History Log: | 4 |
Director Compensation Policy | October 19, 2018 |
I. | Purpose: |
II. | Scope: |
III. | Policy Statement: |
A. | Methodology. |
B. | Board and Committee Meeting Fees. |
Per Board Meeting 1 | Per Committee Meeting 1 | Telephonic Attendance 2 | Maximum Attendance Fees | |
Chair | $11,500 | $2,500 | $1,500 | $91,500 |
Vice Chair and Committee Chairs | $9,500 | $2,500 | $1,500 | $76,500 |
Other Directors | $8,500 | $2,500 | $1,500 | $71,500 |
Director Compensation Policy | 1 | October 19, 2018 |
C. | Quarterly Retainer. |
Quarterly Retainer | Annual Retainer | |
Chair | $10,250 | $41,000 |
Vice Chair and Committee Chairs | $9,000 | $36,000 |
Other Directors | $7,750 | $31,000 |
D. | Maximum Compensation. |
Maximum Attendance Fees | Maximum Retainer | Total Maximum Compensation | |
Chair | $91,500 | $41,000 | $132,500 |
Vice Chair and Committee Chairs | $76,500 | $36,000 | $112,500 |
Other Directors | $71,500 | $31,000 | $102,500 |
Director Compensation Policy | 2 | October 19, 2018 |
E. | Reduction in Compensation based on Attendance and Performance. |
IV. | Administration: |
A. | Roles and Responsibilities |
(1) | Owner. The General Counsel shall be the owner of this Policy, responsible for maintaining this Policy. |
(2) | Authorized Approver. The Board of Directors of the Bank shall be authorized to approve all changes to this Policy. |
B. | Governance |
(1) | Re-Adoption Frequency. The Governance/Government Relations Committee shall annually review this policy and shall submit its recommendation to the Board. The Board shall consider the recommendations of the Governance/ Government Relations Committee and shall approve the policy no later than required to allow for submission, review and approval of the Director of the Federal Housing Finance Agency (FHFA), if required, to ensure that directors are paid timely for the first regularly scheduled meeting of the Board in which the policy shall apply. |
(2) | Review Frequency: The Owner of this Policy is expected to review this Policy annually. |
C. | Exception Management/Policy Interpretations |
V. | Applicable Laws and Regulations: |
Director Compensation Policy | 3 | October 19, 2018 |
• | 12 CFR Part 1261.20 - 24 |
VI. | Related Policies; Procedures |
• | Travel and Public Relations Policy |
• | Directors Addendum to Travel and Public Relations Policy |
VII. | Policy History Log: |
Date Approved | Purpose | Author | Approved by |
12/16/2011 | Annual Review | J. Authur | Board |
12/21/2012 | Annual Review and Policy reformatting into new format | J. Authur | Board |
12/20/2013 | Annual Review; incorporating compensation adjustments based on revised McLagan study | C. Pratt | Board |
10/24/2014 | Added language regarding purpose and methodology. Changed “maximum fee” provision to “maximum compensation,” and added a cap on spouse/guest expenses. | C. Pratt | Board |
10/26/2015 | Adjusted compensation for 2016. Reduced meeting fees, eliminated spousal expenses and added retainer component, with possible reduction for poor attendance or performance. | C. Pratt | Board Chair and Governance Committee Chair, via delegation by full Board |
10/28/2016 | Adjusted meeting fees, retainer and maximum compensation for 2017. | C. Pratt | Board |
10/27/2017 | Adjusted meeting fees, retainer and maximum compensation for 2018. | C.Pratt | Board |
10/19/2018 | No changes from 2018 compensation | C. Pratt | Board |
Director Compensation Policy | 4 | October 19, 2018 |
TO: | Members of the Federal Home Loan Bank of Boston | |
SUBJECT: | Member Director Report of Election |
Number of VT Members Voting in Election (Total Ballots Received): | Not Applicable |
Percent of VT Members Voting in Election | Not Applicable |
Total Number of Eligible Votes in VT (Potential) | Not Applicable |
*Michael R. Tuttle | Unopposed |
Director | |
Opportunities Credit Union | |
Winooski, VT |
Number of NH Members Voting in Election (Total Ballots Received): | 22 | |
Percent of NH Members Voting in Election | 73 | % |
Total Number of Eligible Votes in NH (Potential) | 515,877 |
VOTES RECEIVED | ||
Stephen R. Theroux | 152,951 | |
Director | ||
American European Insurance Company | ||
Concord, NH | ||
*Richard E. Wyman | 254,287 | |
President | ||
Meredith Village Savings Bank | ||
Meredith, NH |
TO: | Members of the Federal Home Loan Bank of Boston | |
SUBJECT: | Independent Director Report of Election |
Number of Members Voting in Election (Total Ballots Received) | 223 | |
Total Number of Eligible Votes (Potential) | 9,347,601 | |
FHFA 20% Threshold Requirement | 1,874,920 |
VOTES RECEIVED | |||
*Joan M. Carty | 5,187,681 | ||
President and CEO of Housing Development Fund, Stamford, Connecticut | |||
Public Interest Director | |||
*Patrick E. Clancy | 5,180,652 | ||
Principal of The Clancy Company, Kennebunkport, Maine (independent | |||
consultant and developer of affordable housing); | |||
Former President and CEO, The Community Builders, Inc., Boston, MA | |||
Public Interest Director |