Attached files
file | filename |
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10-K - FORM 10-K - FLAGSTAR BANCORP INC | k48965e10vk.htm |
EX-21 - EX-21 - FLAGSTAR BANCORP INC | k48965exv21.htm |
EX-23 - EX-23 - FLAGSTAR BANCORP INC | k48965exv23.htm |
EX-99.1 - EX-99.1 - FLAGSTAR BANCORP INC | k48965exv99w1.htm |
EX-32.1 - EX-32.1 - FLAGSTAR BANCORP INC | k48965exv32w1.htm |
EX-32.2 - EX-32.2 - FLAGSTAR BANCORP INC | k48965exv32w2.htm |
EX-31.1 - EX-31.1 - FLAGSTAR BANCORP INC | k48965exv31w1.htm |
EX-31.2 - EX-31.2 - FLAGSTAR BANCORP INC | k48965exv31w2.htm |
EXHIBIT 99.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
OF FLAGSTAR BANCORP, INC.
OF FLAGSTAR BANCORP, INC.
(Section 111(b)(4)
of the Emergency Economic Stabilization Act of 2008, as
amended)
I, Paul D. Borja, principal financial officer of Flagstar
Bancorp, Inc., certify, based on my
knowledge, that:
(i) The compensation committee of Flagstar Bancorp, Inc.
has discussed, reviewed, and evaluated with senior risk officers
at least every six months during the period beginning on the
later of September 14, 2009, or ninety days after the
closing date of the agreement between the TARP recipient and
Treasury and ending with the last day of the TARP
recipients fiscal year containing that date (the
applicable period), the senior executive officer (SEO)
compensation plans and the employee compensation plans and the
risks these plans pose to Flagstar Bancorp, Inc.;
(ii) The compensation committee of Flagstar Bancorp, Inc.
has identified and limited during the applicable period any
features of the SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the
value of Flagstar Bancorp, Inc., and during that same applicable
period has identified any features of the employee compensation
plans that pose risks to Flagstar Bancorp, Inc. and has limited
those features to ensure that Flagstar Bancorp, Inc. is not
unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least
every six months during the applicable period, the terms of each
employee compensation plan and identified any features of the
plan that could encourage the manipulation of reported earnings
of Flagstar Bancorp, Inc. to enhance the compensation of an
employee, and has limited any such features;
(iv) The compensation committee of Flagstar Bancorp, Inc.
will certify to the reviews of the SEO compensation plans and
employee compensation plans required under (i) and
(iii) above;
(v) The compensation committee of Flagstar Bancorp, Inc.
will provide a narrative description of how it limited during
any part of the most recently completed fiscal year that
included a TARP period the features in
(A) SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of
Flagstar Bancorp, Inc.;
(B) Employee compensation plans that unnecessarily expose
Flagstar Bancorp, Inc. to risks; and
(C) Employee compensation plans that could encourage the
manipulation of reported earnings of Flagstar Bancorp, Inc. to
enhance the compensation of an employee;
(vi) Flagstar Bancorp, Inc. has required that bonus
payments, as defined in the regulations and guidance established
under section 111 of EESA (bonus payments), of the SEOs and
twenty next most highly compensated employees be subject to a
recovery or clawback provision during any part of
the most recently completed fiscal year that was a TARP period
if the bonus payments were based on materially inaccurate
financial statements or any other materially inaccurate
performance metric criteria;
(vii) Flagstar Bancorp, Inc. has prohibited any golden
parachute payment, as defined in the regulations and guidance
established under section 111 of EESA, to an SEO or any of
the next five most highly compensated employees during the
period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or
June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(viii) Flagstar Bancorp, Inc. has limited bonus payments to
its applicable employees in accordance with section 111 of
EESA and the regulations and guidance established thereunder
during the period beginning on the later of the closing date of
the agreement between the TARP recipient and Treasury or
June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date;
(ix) The board of directors of Flagstar Bancorp, Inc. has
established an excessive or luxury expenditures policy, as
defined in the regulations and guidance established under
section 111 of EESA, by the later of September 14,
2009, or ninety days after the closing date of the agreement
between the TARP recipient and Treasury; this policy has been
provided to Treasury and its primary regulatory agency; Flagstar
Bancorp, Inc. and its employees have complied with this policy
during the applicable period; and any expenses that, pursuant to
this policy, required approval of the board of directors, a
committee of the board of directors, an SEO, or an executive
officer with a similar level of responsibility were properly
approved;
(x) Flagstar Bancorp, Inc. will permit a non-binding
stockholder resolution in compliance with any applicable Federal
securities rules and regulations on the disclosures provided
under the Federal securities laws related to SEO compensation
paid or accrued during the period beginning on the later of the
closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of
the TARP recipients fiscal year containing that date;
(xi) Flagstar Bancorp, Inc. will disclose the amount,
nature, and justification for the offering during the period
beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009
and ending with the last day of the TARP recipients fiscal
year containing that date of any perquisites, as defined in the
regulations and guidance established under section 111 of
EESA, whose total value exceeds $25,000 for any employee who is
subject to the bonus payment limitations identified in paragraph
(viii);
(xii) Flagstar Bancorp, Inc. will disclose whether Flagstar
Bancorp, Inc., the board of directors of Flagstar Bancorp, Inc.,
or the compensation committee of Flagstar Bancorp, Inc. has
engaged during the period beginning on the later of the closing
date of the agreement between the TARP recipient and Treasury or
June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date, a
compensation consultant; and the services the compensation
consultant or any affiliate of the compensation consultant
provided during this period;
(xiii) Flagstar Bancorp, Inc. has prohibited the payment of
any
gross-ups,
as defined in the regulations and guidance established under
section 111 of EESA, to the SEOs and the next twenty most
highly compensated employees during the period beginning on the
later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipients fiscal year containing
that date;
(xiv) Flagstar Bancorp, Inc. has substantially complied
with all other requirements related to employee compensation
that are provided in the agreement between Flagstar Bancorp,
Inc. and Treasury, including any amendments;
(xv) Flagstar Bancorp, Inc. has submitted to Treasury a
complete and accurate list of the SEOs and the twenty next most
highly compensated employees for the current fiscal year and the
most recently completed fiscal year, with the non-SEOs ranked in
descending order of level of annual compensation, and with the
name, title, and employer of each SEO and most highly
compensated employee identified; and
(xvi) I understand that a knowing and willful false or
fraudulent statement made in connection with this certification
may be punished by fine, imprisonment, or both. ( See, for
example, 18 U.S.C. 1001.)
/s/ Paul
D. Borja
Paul D. Borja
Executive Vice-President and Chief Financial Officer
(principal financial officer)
(principal financial officer)
Dated: March 15, 2010