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EX-99.1 - BANK 2021 INCENTIVE COMPENSATION PLAN - Federal Home Loan Bank of New York | icp_2021.htm |
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): May 6,
2021
Federal
Home Loan Bank of New York
(Exact name of Registrant as Specified in Its Charter)
Federally Chartered Corporation
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000-51397
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136400946
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS
Employer
Identification No.)
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101 Park
Avenue,
New York, New York
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10178-0599
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number,
Including Area Code: (212) 441-6616
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 (see General Instructions
A.2. below):
☐
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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 the 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)
On May 6, 2021 the Federal Home Loan Bank of New York ("Bank")
received regulatory non-objection to the Bank's 2021 Incentive
Compensation Plan (the "2021 Plan").
Overview of
the 2021 Plan
The objective of the Bank’s 2021 Plan is to motivate
employees to take actions that support the Bank’s strategies
and lead to the attainment of the Bank’s business plan and
fulfillment of its mission. The 2021 Plan is also intended to help
retain employees by affording them the opportunity to share in the
Bank's performance results. The 2021 Plan seeks to accomplish these
objectives by linking annual cash pay-out award opportunities to
Bank performance. All salaried exempt and non-exempt employees are
eligible to participate in the 2021 Plan and need to achieve a
“meets expectations” rating in their annual evaluation
to receive an award. Awards under the 2021 Plan, if any, will be
calculated based upon performance during 2021 and will generally be
paid to participants on or before March 11, 2022, subject to
regulatory approval and the deferral feature for Management
Committee participants discussed below.
Deferral Component for Management Committee Members
The 2021 Plan provides that 50% of the actual amount of the
incentive award (if any) under the 2021 Plan communicated to
Management Committee participants (which includes the Bank’s
Named Executive Officers as established in the Bank’s Form
10-K) will be deferred (the "Deferred Incentive Award") such that
33 1/3% of the Deferred Incentive Award will ordinarily be paid
(subject to certain additional conditions specified in the 2021
Plan) within the first two and a half weeks of March 2023, 2024,
and 2025, respectively. An employee who terminates employment with
the Bank other than for "good reason" or who is terminated by the
Bank for "cause" (each as defined in the 2021 Plan) will forfeit
any portion of the Deferred Incentive Award that has not yet been
paid upon such termination. In addition, the Deferred Incentive
Award will be paid in full if a "change in control" occurs (as
defined in the 2021 Plan). The Bank will pay to participants an
interest rate on deferred amounts equal to the Bank’s return
on equity over the deferral period, subject to a floor of
zero.
Clawback
If, within 3 years after an incentive has been paid or calculated
as owed to a participant who is a member of the Bank’s
Management Committee, it is discovered that such amount was based
on the achievement of financial or operational goals within this
Plan that subsequently are deemed by the Bank to be inaccurate,
misstated or misleading, the Board shall review such incentive
amounts paid or owed. Inaccurate, misstated and/or misleading
achievement of financial or operational goals shall include, but
not be limited to, overstatements of revenue, income, capital,
return measures and/or understatements of credit risk, market risk,
operational risk, or expenses.
Measurements Used by the 2021 Plan
The 2021 Plan incorporates four Bankwide performance goals,
summarized as follows:
Financial/Return:
The 2021 Bankwide Financial/Return
goal is intended to require management, in its decision-making, to
weigh the tradeoffs in managing return versus risk. Establishing
this goal is intended to motivate management to act in ways that
are aligned with shareholder interests and with the wishes of the
Board of Directors, i.e., to achieve reasonable returns with a
prudent approach to managing risks.
Risk: The
2021 Bankwide Risk goal consists of three metrics. The metrics are
intended to measure how the Bank is doing in managing risk as the
company makes decisions about how to operate its business. The
three metrics are: 1) Capital Protection; 2) Operational
Exceptions; and 3) Control Awareness and Sustainment
Training.
Mission and Membership: The 2021 Bankwide Mission and Membership goal is a
combination of Growth and Mission Effectiveness, and is intended to
further advance the Bank’s mission by maintaining a focus on
our members and “planting the seeds” for future
growth.
Business Technology Strategy:
The 2021 Bankwide Business Technology
Strategy goals will focus on three key tenets that are related to
the success of the Business Technology Strategy: 1) Improved
Technology Debt Management;2) Focus on “Change the
Bank” Activities; and 3) Increased Operational
Efficiency.
Determining Incentive Compensation Award Payout Opportunities Under
the 2021 Plan
Under the 2021 Plan, eligible employees are assigned an incentive
compensation award opportunity which is expressed as a percentage
of the employee’s base salary for the 2021 Plan year. With
respect to the Bank’s President (who is also a Management
Committee member and the Bank’s principal executive officer),
the incentive compensation award opportunity for 2021 is as
follows:
50% of Base Salary (Threshold)
80% of Base Salary (Target)
100% of Base Salary (Maximum)
With respect to the rest of the Management Committee members, the
incentive compensation award opportunity for 2021 is as
follows:
30% of Base Salary (Threshold)
50% of Base Salary (Target)
75% of Base Salary (Maximum)
Administration
The 2021 Plan will generally be administered by the President,
subject to any requirements for review and approval by the
Compensation and Human Resources Committee of the Bank’s
Board of Directors (“C&HR Committee”) that the
C&HR Committee may establish. The results of the Bankwide goals
and the resulting awards, if any, will be reviewed and approved by
the C&HR Committee before disbursement. In all areas not
specifically reserved by the C&HR Committee for its review and
approval, the decisions of the President or his designee concerning
the 2021 Plan shall be binding on the Bank and on all Participants.
Award determinations for the President shall be handled by the
C&HR Committee.
A copy of the 2021 Plan is included as an exhibit to this Current
Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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Description
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Federal Home Loan
Bank of New York
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Date: May 7,
2021
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By:
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/s/
Kevin M.
Neylan
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Name: Kevin
M. Neylan
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Title: Senior
Vice President and Chief Financial Officer
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