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Federal Home Loan Bank of Boston

10/25/2024 | Press release | Distributed by Public on 10/25/2024 14:28

Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On October 25, 2024, the Federal Home Loan Bank of Boston's (the Bank's) board of directors (the Board) declared three individuals elected in the Bank's 2024 election of directors (the Annual Director Election), with a term to begin January 1, 2025, and end December 31, 2028. The Board is constituted of member and independent directors who are elected by the Bank's members, as discussed under Item 10 - Directors, Executive Officers, and Corporate Governance of the Bank's 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2024 (the 2023 Annual Report).
These elections took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act of 1932 (the Act) and the related regulations (the Applicable Regulations) of the Federal Housing Finance Agency (FHFA), the Bank's primary regulator. For a description of the Bank's director election process, see Item 10 - Directors, Executive Officers, and Corporate Governance of the 2023 Annual Report.
The Board declared Gregg C. Tumeinski , executive vice president and chief financial officer of The Beacon Mutual Insurance Company in Warwick, Rhode Island, elected to fill a member directorship designated for the State of Rhode Island.
In addition to Mr. Tumeinski, after reviewing the results of the members' votes in the independent director election, the Board declared the following individuals elected as independent directors, with Mr. Curry elected as a public interest independent director (together with Mr. Tumeinski, the Directors-elect):
•Thomas J. Curry, retired law partner and bank regulator in Osterville, Massachusetts; and
•Antoinette C. Lazarus, regulatory, compliance, and risk executive in Hartford, Connecticut.
The Board has not yet determined on which committees the Directors-elect will serve in 2025. The Bank expects to compensate the Directors-elect under the 2025 Director Compensation Policy.
Pursuant to the Applicable Regulations, the Bank's member directors, including Mr. Tumeinski, serve as officers or directors of Bank members. The Bank is a cooperative and conducts business primarily with its members, which are required to own capital stock in the Bank as a prerequisite to transacting certain business with the Bank. Subject to the Act and the Applicable Regulations, the Bank may conduct business with members whose officers or directors serve on the Board, including:
•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.
All of the foregoing transactions are made in the ordinary course of the Bank's business and are subject to the same Bank policies as transactions with the Bank's members, housing associates, and third parties generally. For further information, see Item 13 - Certain Relationships and Related Transactions, and Director Independence of the 2023 Annual Report.
The Director Compensation Policy - 2025
On October 25, 2024, the Board approved the Director Compensation Policy - 2025 (the 2025 Director Compensation Policy), pursuant to which the Bank expects to compensate its directors for 2025, including any newly elected Directors.
Summary. The 2025 Director Compensation Policy provides for fees paid for attendance at board and committee meetings and retainers paid in arrears at the end of each quarter. The policy provides for maximums on total director compensation and potential reduction based on attendance and performance.
Attendance Fees. The following table sets forth the attendance fees.
Per Board Meeting Per Committee Meeting Virtual Attendance Maximum Attendance Fees
Chair $13,359 $2,905 $1,741 $107,429
Vice Chair and Committee Chairs $11,031 $2,905 $1,741 $88,271
Other Directors $9,820 $2,891 $1,732 $82,923
Quarterly Retainers. The following table sets forth the quarterly retainers.
Quarterly Retainer Annual Retainer
Chair $13,055 $52,221
Vice Chair and Committee Chairs $11,407 $45,629
Other Directors $10,019 $40,077
Maximum Compensation. The following table sets forth maximum director compensation.
Maximum Attendance Fees Maximum Retainer Total Maximum Compensation
Chair $107,429 $52,221 $159,650
Vice Chair and Committee Chairs $88,271 $45,629 $133,900
Other Directors $82,923 $40,077 $123,000
The Bank will also pay/reimburse directors for reasonable expenses related to the directors' attendance at Board meetings.
Reduction in Compensation Based on Attendance and Performance. The Board may vote to reduce or eliminate a director's final quarterly retainer payment if (i) the director has not attended at least 75% of all regular and special meetings of the Board and the committees on which the director served during the year, or (ii) the Board determines the director has consistently demonstrated a lack of engagement and participation in meetings attended.
The foregoing description of the 2025 Director Compensation Policy is qualified in its entirety by reference to the copy of the 2025 Director Compensation Policy included herein as Exhibit 10.1 and incorporated herein by reference.
Directors are entitled to participate in the Bank's nonqualified, unfunded deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of his or her compensation.