Attached files

file filename
EX-99.2 - REPORT OF THE AUDIT COMMITTEE - Federal Home Loan Bank of Pittsburghfhlbpitex99210k2019.htm
EX-99.1 - AUDIT COMMITTEE CHARTER - Federal Home Loan Bank of Pittsburghfhlbpitex99110k2019.htm
EX-32.3 - CAO 906 CERTIFICATION - Federal Home Loan Bank of Pittsburghfhlbpitex32310k2019.htm
EX-32.2 - COO 906 CERTIFICATION - Federal Home Loan Bank of Pittsburghfhlbpitex32210k2019.htm
EX-32.1 - CEO 906 CERTIFICATION - Federal Home Loan Bank of Pittsburghfhlbpitex32110k2019.htm
EX-31.3 - CAO 302 CERTIFICATION - Federal Home Loan Bank of Pittsburghfhlbpitex31310k2019.htm
EX-31.2 - COO 302 CERTIFICATION - Federal Home Loan Bank of Pittsburghfhlbpitex31210k2019.htm
EX-31.1 - CEO 302 CERTIFICATION - Federal Home Loan Bank of Pittsburghfhlbpitex31110k2019.htm
EX-24.0 - POWER OF ATTORNEY - Federal Home Loan Bank of Pittsburghfhlbpitex24010k2019.htm
EX-10.1.2 - 2019 SEVERANCE POLICY - Federal Home Loan Bank of Pittsburghfhlbpitex101210k2019.htm
EX-10.15 - 2020 EXECUTIVE OFFICER INCENTIVE COMPENSATION PLAN - Federal Home Loan Bank of Pittsburgha2020executiveofficerinc.htm
EX-4.2 - DESCRIPTION OF REGISTERED SECURITIES - Federal Home Loan Bank of Pittsburghfhlbpitex4210k2019.htm
10-K - 10-K - Federal Home Loan Bank of Pittsburghfhlbpit10k2019.htm
amended2020directorsc_image1.jpg2020 DIRECTORS’ COMPENSATION POLICY
    


OBJECTIVE

Section 1261.22 of the Rules and Regulations of the Federal Housing Finance Agency require the Board of Directors to adopt a written policy to provide for the payment of reasonable compensation to Bank Directors for the performance of their duties as members of the Board of Directors. Pursuant to that regulation, this Directors' Compensation Policy ("Policy") sets forth the activities and functions for which attendance is necessary and appropriate and may be compensated, and sets forth the methodology for determining the amount of compensation to be paid. This Policy shall be reviewed annually by the Governance and Public Policy Committee.

POLICY

Total Compensation

The compensation paid to Directors shall be in conformity with the guidelines set forth in this Policy. The Policy guidelines on Director Compensation for 2020 are $142,500 for the Chair, $122,500 for the Vice Chair of the Board and for each Committee Chair, and $112,500 for each of the other Directors. Compensation can exceed the guidelines set forth above based on a Director assuming additional responsibilities, such as chairing a Committee or Board meeting.

Quarterly Retainer

In order to compensate Directors for their time while serving as Directors outside of normal Committee and Board meetings, Directors shall be paid a quarterly retainer. The retainer shall compensate Directors for their time preparing for meetings, attending Affordable Housing Advisory Council meetings, attending Bank System meetings, Board training sessions, and other activities outside of normal Committee and Board meetings. The amount of the quarterly retainer varies depending on the responsibilities of the Director as set forth below:

Chairman                    $17,500
Vice Chairman                    $15,312
Committee Chairman                $15,312
Director                    $14,374

Board Meeting Fees

In order to compensate Directors for their time while serving as Directors, each Director that attends a meeting of the Board of Directors (including Committee meetings and participating by telephone) shall be paid a Board Meeting Attendance Fee. The amount of the Board Meeting Attendance Fee varies depending on the role served at the meeting. The following Board Meeting Attendance Fees shall be paid to Directors in attendance at Board of Director's meetings (including telephonic Board meetings):

Chairman                    $6,041
Vice Chairman                $5,104
Committee Chairman                $5,104
Director                    $4,583

In the absence of the Chairman, the Acting Chairman, whether it be the Vice Chairman or Chairman Pro Tem, shall receive the Chairman Board Meeting Attendance Fee. Board Meeting Attendance Fees are paid per meeting day.

Version: 2020_1


amended2020directorsc_image1.jpg2020 DIRECTORS’ COMPENSATION POLICY
    


Standing Committee Meeting Fees

In order to compensate Directors for their time while serving as Directors, each Director that attends a Standing Committee meeting (including participating by telephone) shall be paid a Standing Committee Meeting Attendance Fee. The amount of the Standing Committee Meeting Attendance Fee varies among Directors in attendance at the meeting. The following Standing Committee Meeting Attendance Fees shall be paid to Directors in attendance at Committee Director's meetings:

Chairman                    $6,041
Vice Chairman                    $5,104
Committee Chairman                $5,104
Director                    $4,583

Committee Meeting Attendance Fees are paid per meeting day, not per Committee meeting. No Committee Attendance Fee will be paid if a Board Meeting Attendance Fee is paid for the same day.

Prorated Fees

A Director’s quarterly retainer fees will be prorated for the number of days in the quarter that they actually served on the Board in the event a Director leaves the Board mid-quarter.

Methodology

In 2019, McLagan Partners conducted a director compensation study for the FHLBanks, which was valid for the 2020 and 2021 calendar years and formed the basis for the Bank’s Director Compensation Policy. Directors used the study to determine both the levels of compensation to be paid, as well as to the structure of how it would be paid. .

Attendance

Directors must fulfill their responsibilities by regularly attending and participating, either in person or telephonically, in at least 75 percent of meetings of the Board of Directors and assigned Committees within a given calendar year. The Board of Directors reserves the right to direct the Corporate Secretary to adjust downward or eliminate the fourth quarter retainer payment to any Director who fails to meet this attendance requirement.

Travel

The Directors shall be reimbursed for travel, subsistence and other related expenses incurred in connection with the Directors duties under the terms and conditions of the Bank's Travel and Expense Policy; provided, however, a Director may not be paid or reimbursed for gift or entertainment expenses.

Disclosure

The Bank shall disclose in its annual report to the Federal Housing Finance Agency the following items:

(i)
the sum of the total compensation paid to its Directors in that year;

Version: 2020_1



amended2020directorsc_image1.jpg2020 DIRECTORS’ COMPENSATION POLICY
    

(ii)
the sum of the total expenses paid to its Directors in that year;
(iii)
the total compensation paid to each Director in that year;
(iv)
the total expenses paid to each Director in that year;
(v)
the total of all expenses incurred at group functions that are not reimbursed to individual Directors in that year;
(vi)
the total number of Board meetings and Committee meetings held in that year;
(vii)
the total number of Board and Committee meetings that each Director attended in that year; and
(viii)
a summary of this Policy.


Version: 2020_1