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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

  x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

 

or

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-51397

 

Federal Home Loan Bank of New York

(Exact name of registrant as specified in its charter)

 

Federally chartered corporation   13-6400946
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
101 Park Avenue, New York, New York   10178
(Address of principal executive offices)   (Zip Code)

 

(212) 681-6000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Class B Stock, putable, par value $100

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer                   ¨
     
Non-accelerated filer   x   Smaller reporting company  ¨
     
    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. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨  No x

 

Registrant’s stock is not publicly traded and is only issued to members of the registrant. Such stock is issued and redeemed at par value, $100 per share, subject to certain regulatory and statutory limits. At June 30, 2020, the aggregate par value of the common stock held by members of the registrant was approximately $6,334,135,100. At February 28, 2021, 53,093,420 shares of common stock were outstanding.

entityIncorporationStateCountryCode

 

 

 

 

 

 

EXPLANATORY NOTE FOR AMENDMENT NO. 1:

 

The Federal Home Loan Bank of New York (the “Bank”) is filing this amendment (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Initial Filing”), filed with the SEC on March 19, 2021 (the “Initial Filing Date”), (i) to amend and restate Item 11 of Part III, “Executive Compensation”, to revise applicable disclosures related to the matters described below and (ii) to provide the certifications required by Sections 302 of the Sarbanes-Oxley Act of 2002 as of the date of this Amendment.

 

The compensation data used to prepare the Summary Compensation Table in the Initial Filing inadvertently omitted payments for unused vacation time, which were a one-time benefit offered to all employees of the Bank as a result of the Covid-19 pandemic. The dollar amount of the vacation payments ranged from $15,385 to $38,308 for the named executive officers, and the correction of the omission resulted in the inclusion of a new named executive officer (“NEO”) for calendar year 2020.

 

The only changes that have been made to the Initial Filing are to reflect (i) the new NEO as described above, and, separately, (ii) the receipt of regulatory non-objections to 2021 base salary increases for the NEOs (except for the CEO), the issuance of which took place after the Initial Filing Date. This Amendment does not otherwise modify, amend or update in any way the financial or other information contained in the Initial Filing. This Amendment does not reflect any other events that may have occurred subsequent to the Initial Filing Date.

 

 

 

 

FEDERAL HOME LOAN BANK OF NEW YORK

2020 Annual Report on Form 10-K/A

Table of Contents

 

PART III    
     
  Item 11. Executive Compensation 1
     
PART IV    
     
  Item 15. Exhibits, and Financial Statement Schedules 33
     
Signatures 34

 

 

 

 

PART III

 

Item 11. Executive Compensation.

 

ITEM 11.       EXECUTIVE COMPENSATION.

 

Compensation Discussion and Analysis

 

I.             Introduction

 

This section describes and analyzes the Bank’s 2020 compensation program for our “named executive officers” (“NEOs”). Our NEOs include our chief executive officer, chief financial officer and our other most highly compensated executive officers who were serving as executive officers on December 31, 2020. The Bank’s named executive officers during 2020 are identified as: 1) José R. González (President and Chief Executive Officer); 2) Kevin M. Neylan (Senior Vice President and Chief Financial Officer); 3) Melody J. Feinberg (Senior Vice President and Chief Risk Officer); 4) Adam Goldstein (Senior Vice President and Chief Business Officer); and 5) Philip A. Scott (Senior Vice President and Chief Capital Markets Officer).

 

a)Compensation & Human Resources Committee Oversight of Compensation

 

The Bank’s compensation philosophy and objectives are to attract, motivate, and retain high caliber of diverse financial services executives capable of achieving strategic business initiatives, enhancing business performance and increasing shareholder value. In this regard, it is the role of the Compensation & Human Resources Committee (“C&HR Committee”) of the Board of Directors (“Board”) to:

 

1.Review and recommend to the Board changes regarding our compensation and benefits programs for employees and retirees;

 

2.Review and approve individual performance ratings and related merit increases for our Chief Executive Officer and for the other Management Committee members (which Committee includes all the NEOs) of the Bank;

 

3.Review salary adjustments and benefits for our Chief Executive Officer and for the other Management Committee members;

 

4.Review and approve annually the Bank’s Incentive Compensation Plan (“Incentive Plan”), year-end Incentive Plan results and Incentive Plan award payouts for Management Committee members;

 

5.Advise the Board on compensation, benefits and human resources matters affecting Bank employees;

 

6.Review and discuss with Bank management the Compensation Discussion and Analysis (“CD&A”) to be included in our Form 10-K and determine whether to recommend to the Board that the CD&A be included in the Form 10-K; and

 

7.Review and monitor compensation arrangements for our executives so that we continue to retain, attract, motivate and align quality management consistent with the investment rationale and performance objectives contained in our annual business plan and budget, subject to the direction of the Board.

 

1

 

 

The Board has delegated to the C&HR Committee the authority to approve fees and other retention terms for: i) any compensation and benefits consultant to be used to assist in the evaluation of the Chief Executive Officer’s compensation, and ii) any other advisors that it shall deem necessary to assist it in fulfilling its duties. The Charter of the C&HR Committee is available in the Corporate Governance section of our web site located at www.fhlbny.com.

 

The role of Bank management (including Executive Officers) with respect to compensation is limited to administering Board-approved programs and providing proposals for the consideration of the C&HR Committee. No member of management serves on the Board or any Board committee.

 

 Regulatory Oversight of Executive Compensation

 

The Federal Housing Finance Agency (“Finance Agency”) has oversight authority over FHLBank executive officer compensation. Section 1113 of the Housing and Economic Recovery Act of 2008 requires that the Director of the Finance Agency prohibit a FHLBank from paying compensation to its executive officers that is not reasonable and comparable to that paid for employment in similar businesses involving similar duties and responsibilities. Pursuant to the foregoing, the Finance Agency requires the FHLBanks to provide information to the Finance Agency for review and non-objection concerning all compensation actions relating to the respective FHLBanks' executive officers. This information, including studies of comparable compensation, must be provided to the Finance Agency at least 30 days in advance of any planned FHLBank action with respect to the payment of compensation to executive officers. In addition, the FHLBanks are required to provide at least 60 days' advance notice to the Finance Agency of any arrangement that provides for incentive awards to executive officers. Under the supervision of our Board of Directors, we provide this information to the Finance Agency as required.

 

In addition to these rules, the Finance Agency previously issued Advisory Bulletin 2009-AB-02 regarding principles for FHLBank executive compensation as to which the FHLBanks and the Office of Finance are expected to adhere in setting executive compensation policies and practices.  These principles consist of the following:

 

Executive compensation must be reasonable and comparable to that offered to executives in similar positions at other comparable financial institutions;

 

Executive incentive compensation should be consistent with sound risk management and preservation of the par value of the FHLBank's capital stock;

 

A significant percentage of an executive's incentive-based compensation should be tied to longer-term performance and outcome indicators;

 

A significant percentage of an executive's incentive-based compensation should be deferred and made contingent upon performance over several years; and

 

The FHLBank's Board of Directors should promote accountability and transparency in the process of setting compensation.

 

In evaluating an FHLBank's compensation, the FHFA Director will consider the extent to which an executive's compensation is consistent with these advisory bulletin principles. Our Board is of the view that we have incorporated these principles into our development, implementation, and review of compensation policies and practices for executive officers, as described below. We are prohibited by regulations from offering equity-based compensation. Our total compensation program takes into account the existence of these other types of compensation by offering a defined benefit and defined contribution plan to help effectively compete for and retain talent.

 

2

 

 

On December 22, 2020, the FHFA issued confidential guidance concerning the factors the regulator considers relevant in its oversight of executive compensation-related determinations under its regulations and guidance.  Due to concerns regarding the reasonableness and market comparability of the compensation benchmarks used by the FHFA, the C&HRC and the Board of Directors with the advice of our independent compensation consultants, did not agree with certain aspects of the FHFA’s guidance and its conclusions. The Board is complying with the regulator’s position, but does not agree with this override of the Board’s business judgment. The Board believes the FHFA’s guidance with regard to benchmarking may significantly impair the Board’s supervisory responsibility and ability to hire and retain qualified senior management. After additional discussions, the FHFA issued non-objections to the proposed 2021 base salary merit increases (retroactive to January 1, 2021) for the NEOs (except the CEO), the last of which was issued on July 16, 2021.

 

The Bank is exempt from SEC proxy rules and as such does not provide shareholder advisory “say on pay” votes regarding executive compensation.

 

b)About the Bank’s Mission

 

The mission of the Bank is to advance housing opportunity and local community development by supporting members in serving their markets. We meet our mission by providing our members with access to economical wholesale credit and technical assistance through our credit products, mortgage finance programs, housing and community lending programs and correspondent services to increase the availability of home financing to families of all income levels.

 

We operate in a very competitive market for talent. Without the capability to attract, motivate and retain talented diverse employees, the ability to fulfill our mission would be in jeopardy. All employees, and particularly senior and middle management, are frequently required to perform multiple tasks requiring a variety of skills. Our employees not only have the appropriate talent and experience to execute our mission, but they also possess skill sets that are difficult to find in the marketplace.

 

c)Our Compensation Policy

 

The Board-approved Compensation Policy acknowledges and takes into account our compensation philosophy, business environment and factors to remain competitive in the labor market. In September 2018, the Board-approved an updated Compensation Policy as a result of the 2018 Total Rewards Study discussed in Section II below, which was in effect for all compensation decisions effective January 2020 through December 2020 include the following:

 

·The Bank will focus on Regional/Commercial Banks $20B+ in assets within the Metro New York Market (where available) as the “Primary Peer Group” for benchmarking at the 50th percentile of the market total compensation (base pay + short term incentive compensation) for establishing competitive pay levels.

 

3

 

 

·Bank Management Committee members and all Bank Officers will be matched against ‘level-for-level’ jobs and the publicly available proxy data. Other FHLBanks will be used as a “Secondary Peer Group” and benchmarking will be targeted at the 75th percentile of total compensation for establishing competitive pay levels.

 

·Use publicly available data from Regional/Commercial Banks $20-65B in assets for the Bank Management Committee members (including NEOs) at the 50th percentile of market total compensation (base pay + short term incentive compensation) for establishing competitive pay levels.

 

·For jobs within Risk Management and Capital Markets and other specialty areas not in ready supply within the Regional Banks, the Bank will use a customized peer group of Banks with $50B+ in assets including Bulge Bracket banks (i.e. large and global financial firms) at the 25th and 50th percentile to reflect realistic recruiting pressures in the Metro New York market.

 

·A commitment to conduct detailed cash compensation benchmarking for approximately one-third of officer positions each year.

 

·A commitment to evaluate the value of total compensation delivered to employees including base pay, incentive compensation, retirement and health and welfare benefits (“Total Rewards Study”) in determining market competitiveness every third year. 

 

Additional factors that we take into account to remain competitive in our labor market include, but are not limited to:

 

·Geographical area — The New York metropolitan area is a highly-competitive market for talent in the financial disciplines;

 

·Cost of living — The New York metropolitan area has a high cost of living that may require compensation premiums for some positions, particularly at more junior levels; and

 

·Availability of/demand for talent — Recruiting critical positions with high market demand typically requires a recruiting premium to entice an individual to change firms.

 

II.          The Total Compensation Program

 

In response to the challenging economic environment in which we operate, compensation and benefits consist of the following components: (a) cash compensation (i.e., base salary, and, for exempt employees, “variable” or “at risk” short-term incentive compensation opportunities available under the Bank’s Incentive Compensation Plan, hereinafter referred as  the “IC Plan”)); (b) retirement-related benefits (i.e., the Qualified Defined Benefit Plan (“DB Plan”); the Qualified Defined Contribution Plan (“DC Plan”); the Nonqualified Defined Benefit Component of the Amended and Restated Supplemental Executive Retirement Defined Benefit and Defined Contribution Benefit Equalization Plan (“DB BEP”), the Nonqualified Defined Contribution Component of the Amended and Restated Supplemental Executive Retirement Defined Benefit and Defined Contribution Benefit Equalization Plan (“DC BEP”), and the Nonqualified Deferred Incentive Compensation Plan (“NDICP”); and (c) health and life and disability insurance programs available to all employees.

 

4

 

 

The objectives of the total compensation program are to help motivate employees to achieve consistent and superior results, taking into account prudent risk management, over a long period of time. We also provide a program that allows us to compete for and retain talent that otherwise might be lured away.

 

a)2018 Total Rewards Study Results

 

In accordance with the Board-approved Compensation Policy, we evaluate the value of total compensation delivered to employees including base pay, incentive compensation, retirement and health and welfare benefits in determining market competitiveness in the context of recruitment and retention.

 

In July 2018, the C&HR Committee engaged a benefits and compensation consultant, Willis Towers Watson (“Towers”), to perform a broad and comprehensive review of the Bank’s Compensation Policy and Total Rewards program for all employees including NEOs, and present recommendations to the C&HR Committee. The Bank conducted a competitive bid process with experienced compensation and benefits consulting firms that resulted in the C&HR Committee engaging Towers as the compensation and benefits consultant to perform the review.

 

For the compensation component, the compensation and benefits consultant used job-level market data from proprietary Financial Services surveys and jobs from five designated tiers, including NEOs and Management Committee members. Specific Bank peer groups were included in the Total Rewards Study based on their available data and alignment with the September 2018 Board-approved Compensation Policy set forth above.

 

For the health and welfare component, Towers used their Benefits/Value (“BenVal”) methodology to determine the value of benefit programs which assigned an actuarial value to the Bank’s benefits programs and programs offered by other employers included in the Total Rewards Study.

 

A representative list of the peer group that was used in the Towers healthcare and welfare component of the benefits study in 2018 is set forth in the table below.  

 

American Express. CIBC PNC Financial Services Group, Inc
Banco Santander New York Cisco Systems, Inc. RBC Bank- US

Bank of America Corporation

BMO Financial Group

Citigroup Inc.

ING

State Street Corporation

TD Bank

BNY Mellon Intuit Inc.  
Capital One M&T Bank Corporation  

 

b)2020 Compensation Benchmarking

 

For the year 2020, Towers used for compensation benchmarking analysis purposes the Compensation Policy as of September 2018 for all NEO compensation decisions in effect beginning January 2020 (details of which are provided above).

 

We received a “non-objection” letter from the Finance Agency with respect to the payment of merit increases (effective January 1, 2020) for the NEOs, which letter was based upon the results of compensation benchmarking analysis by Towers.

 

5

 

 

A representative list of the peer group that was used in the compensation benchmarking analysis, excluding all healthcare and welfare benefits analysis, is set forth in the table below.  

 

c)Market Data Participants — Commercial Banks used for 2020 market pay analysis:

 

Associated Bank Commerce Bancshares Umpqua Bank
CIBC Bank USA Iberia Bank Webster Bank
City National Bank People’s United Bank  
Comerica Synovus  

 

In addition, the FHLBanks were included in the 2020 compensation benchmarking analysis.

 

d)Services Provided by Compensation and Benefits Consultant 

 

Compensation in the aggregate paid to compensation and benefits consultants Towers and McLagan Partners, Inc. (“McLagan”) in 2020 was $182,773. Regarding compensation consulting, payments made to Towers were in the amount of $153,348. McLagan also provided services for 2020 NEO compensation benchmarking services in the amount of $29,425. The Bank also engaged Towers for insurance placement services and, through insurance commissions, compensated Towers for these additional services unrelated to compensation consulting in the amount of $807,181 in 2020. The Board reviewed Towers’ compensation and benchmarking data and recommendations during the course of 2020. While the C&HR Committee has concluded that no conflict of interest was created by management's engagement of Towers or McLagan for the referenced additional services, any potential conflicts of interest were mitigated through multiple safeguards and constraints, including Board oversight of the Bank’s compensation and benefits consultants; and comprehensive Finance Agency regulations and monitoring of our compensation, corporate governance, and safety and soundness.

 

III. IC Plan

 

a)Overview of the 2020 IC Plan

 

The objective of the Bank’s 2020 IC 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 2020 IC Plan is also intended to help retain employees by affording them the opportunity to share in the Bank’s performance results. The 2020 IC Plan seeks to accomplish these objectives by linking annual cash payout award opportunities to Bank performance. All salaried exempt and non-exempt employees are eligible to participate in the 2020 IC Plan. Awards under the 2020 IC Plan were calculated based upon performance during 2020 and paid to participants on March 5, 2021. 

 

When employees are individually evaluated, they receive one of four performance ratings: “Outstanding”; “Exceeds Requirements”; “Meets Requirements”; or “Below Requirements.  Incentive Compensation Plan awards are only paid to participants who have attained at least a “Meets Requirements” rating on their individual performance evaluations and do not have any unresolved disciplinary matters. 

 

b)Bankwide Performance Goals

 

Bankwide performance goals, which are approved by the Board of Directors, are established to address the Bank’s business operations, mission and to help management focus on what it needs to succeed. Actual results of each goal are compared against the three benchmarks (threshold, target and maximum) that were established for the Incentive Plan year. The Incentive Compensation Plan participant receives a payout based on the benchmark level that is met for each goal.

 

6

 

 

We believe that employees at higher ranks have a greater impact on the achievement of Bankwide goals than employees at lower ranks. Therefore, employees at higher ranks have a greater weighting of their Incentive Plan award opportunities.

 

The actual results for each goal may fall between two benchmark levels. When this happens, the payout figures are interpolated for results that fall between the two applicable ranges; either threshold and target, or target and maximum. For example, if the actual results fall between target and maximum, the Incentive Plan participant will receive the payout for achieving target plus an additional amount for the excess over target. This calculation is performed for each Bankwide goal. For each goal, there is no payout if the actual result does not reach the threshold, and the payout is capped at maximum.

 

The 2020 Incentive Compensation Opportunity is summarized as follows:

 

Rank Incentive Compensation Opportunity
President – Chief Executive Officer

50% (Threshold)

80% (Target)

100% (Maximum)

Other NEOs

30% (Threshold)

50% (Target)

75% (Maximum)

 

The 2020 Bankwide goals are organized into four broad categories and are presented in the charts below. These charts contain:

 

·A description of each of the goals and their respective weightings as a percentage of the Bankwide goals;

 

·An explanation of each Bankwide goal measure and how each goal meets its stated purpose; and

 

·Actual results of each goal along with the Bankwide goal benchmarks (threshold, target and maximum) that were established.

7

 

 

1. Financial/Return Goal

 

Bankwide Goals
(Measure and calculation of measure)
  How Goal Meets Stated Purpose   Weighting   Threshold   Target   Maximum   Results
Return Component- Dividend Capacity as forecasted in the 2020 business plan. Dividend Capacity is calculated as net income, divided by average capital stock. The Bank’s goal is to reward management for financial results that are generally controllable by management. Therefore, we adjust net income to eliminate the impact of items such as unrealized fair value changes on derivatives and associated hedged instruments. In addition, the target is adjusted due to changes in market interest rates during the year.   Earnings provide value for shareholders through the ability to add to retained earnings and to pay a dividend.   40%   3.72%     4.22%     4.97%     5.11%  
                           
2. Risk Goal                          
                           
Bankwide Goals
(Measure and calculation of measure)
  How Goal Meets Stated Purpose   Weighting   Threshold   Target   Maximum   Results  
Risk Component -The 2020 Bank-wide Risk goal consists of three metrics, each with a unique complementary factor. Each metric will be evaluated on PASS/FAIL basis and must meet a Threshold (a specified minimum number of PASS rated metrics) to qualify for incentive compensation.   Lowering the Bank’s risk profile provides a level of assurance that unexpected losses will not impair members’ investment in the Bank and serves to preserve the par value of membership stock.   25%    1    2    3    3  

 

8

 

 

Bankwide Goals
(Measure and calculation of measure)
  How Goal Meets Stated Purpose   Weighting   Threshold   Target   Maximum   Results  
 The three metrics are:                            

1) Dividend Sensitivity: This measure seeks to ensure dividend stability into the future by limiting downside risk to baseline forecasts from 14 specified stress scenarios (measured monthly on last business day) based on the range of scenario-based dividend capacity projections over a four quarter horizon.;

2) Capital Protection: This measure seeks to ensure members paid in capital stock are protected from potential and plausible losses. Measured as the MVE/CS ratio, this measure is defined as the quotient from dividing the Market Value of Equity (MVE) by the amount of Capital Stock (CS) outstanding and is measured monthly (last business day); and

3) Operational Exceptions: The health of the Bank’s operational control environment is represented by the aggregate number of risk events and the economic losses (i.e., an out-of-pocket loss without consideration of any insurance recoveries - this approach captures the dollar amount of the error prior to any post remediation mitigants (i.e. insurance)) that the Bank sustained for the year.  

 

A PASS rating will be earned as long as the measure is at or above -100 basis points for 9 of 12 calendar months

 

A PASS rating will be earned as long as the measure is at or above 108% for 9 of 12 calendar months.  

A PASS rating is earned when the Bank experiences: 

1. Less than 20 Risk Events for the year; and

2. Sustains an aggregate economic loss (Operational Error Amount Post Remediation) of less than $3 mm for the year.

                     

 

9

 

 

3.  Mission and Membership Goal

 

Bankwide Goals
(Measure and calculation of measure)
  How Goal Meets Stated Purpose   Weighting   Threshold   Target   Maximum   Results  
                           
Community Investment, Business Development and Outreach   Supports the promotion, understanding and use of the Bank’s affordable housing and community lending programs.   20%   12   24   36   32  

 

Member Goal  

The number of members who, in 2020, either: 

1) submit applications for the first time;

2) submit an application after having not participated in the past two years; or

3) submit more applications than what was submitted in 2019.

      7   12   17   17  
                           
Advances Balances    Supports the provision of liquidity to members for housing and community development activities.       $83.46   $92.73   $97.37   $107.68  
                           
Market Share   Helps the Bank gauge its competitive position against a variety of wholesale funding alternative used by members. Strengthens the franchise as an “advances bank”.       47%   51%   53%   47.77%  

 

4.  Technology Strategy Goal

 

Bankwide Goals
(Measure and calculation of measure)
  How Goal Meets Stated Purpose   Weighting   Threshold   Target   Maximum   Results  
                           

The Business Technology Strategy Goals will focus on three key tenets that are related to the success of the Business Technology Strategy:

 

(1)   Reduction in Technology Debt

 

 

 

   

# of Applications or Platforms Removed

 

  15%  

 

 

 

3

 

 

 

 

5

 

 

 

 

7

 

 

 

5

 
                           

(2)   Organizational Change Management: Communication and Outreach Activities for the Business Technology Strategy  

# of Communication & Outreach Activities

for the Business Technology Strategy Completed

      10   12   15   16  
                           

(3)   Focus on “Change the Bank” Activities: Percentage of Planned Work Efforts Defined as “Change the Bank”Activities (Executing or Closed)

  % of Work Efforts Defined as "Change the Bank”       50%   65%   80%   93%  

 

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Overall, the weighted average result for Bankwide goals and the Risk Management Group was 86.3% above target. Payments are interpolated between the target and maximum amounts.

 

c)Clawback Provision of the Incentive Compensation Plan

 

A clawback provision in the Incentive Plan provides as follows:

 

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.

 

If the Board determines that an incentive amount paid or considered owed to the Participant (the “Awarded Amount”) would have been a lower amount when calculated barring the inaccurate, misstated and/or misleading achievement of financial or operational goals (the “Adjusted Amount”), the Board shall, except as provided below, seek to recover to the fullest extent possible the difference between the Awarded Amount and the Adjusted Amount (the “Undue Incentive Amount”).

 

The Board may decide to not seek recovery of the Undue Incentive Amount if the Board determines that to do so would be unreasonable or contrary to the interests of the Bank.  In making such determination, the Board may take into account such considerations as it deems appropriate including, but not limited to: (a) whether the Undue Incentive Amount is immaterial in impact to the Bank; (b) whether the Participant engaged in any intentional or unlawful misconduct that contributed to the inaccurate, misstated and/or misleading information; (c) whether the change in the applicable achievement level was a result of circumstances beyond the control of management; (d) the likelihood of success to recover the claimed Undue Incentive Amount under governing law versus the cost and effort involved; and (e) whether seeking recovery could prejudice the interests of the Bank. The decision by the Board to seek recovery of an Undue Incentive Amount need not be uniform among Participants. Authority of the Board under this IC Plan may be delegated to the Committee but may not be delegated to the President.

 

11

 

  

If the Board determines to seek recovery of any or all of the Undue Incentive Amount (the “Recovery Amount”), it will make a written demand from the Participant for the repayment of the Recovery Amount. Subject to the IC Plan provisions regarding the forfeiture of unpaid amounts, if the Participant does not within a reasonable period, after receiving the written demand, provide repayment of the Recovery Amount, and the Board determines that he or she is unlikely to do so, the Board may seek a court order against the Participant for repayment of the Recovery Amount.

 

d)Required Deferral of IC Plan Awards

 

A required deferral portion of the IC Plan (“DICP”) applies to members of the Bank’s Management Committee including all NEOs. Such deferred compensation plan provides that the payments made to Management Committee members under the IC Plan are deferred and will be made as described below.

 

The DICP provides that 50% of the Total Communicated Award (as defined below), if any, under the Plan year communicated to Management Committee participants (which includes the NEOs) will ordinarily be paid by the middle of March following the Plan year.

 

The remaining 50% will be deferred (the “Deferred Incentive Award”), subject to certain additional conditions specified in the Plan, such that 33 1/3% of the Deferred Incentive Award will ordinarily be paid by the middle of March of the following three years. Deferred Incentive Awards will be paid if the Bank’s ratio of market value of equity to par value of capital stock is equal to, or greater than 100%. To compensate employees for the lost time value of money, the Bank will pay an interest rate on the deferred amount equal to the Bank’s return on equity over the deferral period, subject to a floor of zero.

 

An executive who terminates employment with the Bank other than for “good reason” or who is terminated by the Bank for “cause” will forfeit any portion of the Deferred Incentive Award that has not yet been paid. In addition, the Deferred Incentive Award will be paid, if otherwise earned, in full in the event of the executive’s death or disability, or a “change in control” (as defined in the DICP).

 

In the chart below, the following terms have the following definitions:

 

“Total Communicated Award” means the total amount of the incentive award (if any) under the Plan communicated to Management Committee Participants;

 

“Current Communicated Incentive Award” means 50 percent of the Total Communicated Award and shall not exceed 100 percent of the participant’s base salary; and

 

“Deferred Incentive Award” means the remaining 50 percent of the Total Communicated Award.

  

Payment   Description   Payment Year
Current Communicated Incentive Award   50% of the Total Communicated Award   Base year*
Deferred Incentive Award installment   Up to 33 1/3% of the Deferred Incentive Award   Year 1**
Deferred Incentive Award installment   Up to 33 1/3% of the Deferred Incentive Award   Year 2**
Deferred Incentive Award installment   Up to 33 1/3% of the Deferred Incentive Award   Year 3**

 

 

* Payment shall ordinarily be made within the first two and a half weeks of March.

** Payment shall ordinarily be made within the first two and a half weeks of March in the year indicated.

 

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IV.        Retirement Benefits

 

Introduction

 

We maintain comprehensive qualified and non-qualified defined benefit and defined contribution savings plans for our employees, including our NEOs. The benefits provided by these plans are components of the total compensation opportunity for employees. The Board and C&HR Committee believe these plans serve as valuable retention tools and provide significant tax deferral opportunities and resources for the participants’ long-term financial planning. These plans are discussed below.

 

a) Profit Sharing Plan

 

In 2010, the Board approved the establishment of a Profit-Sharing Plan for employees who were not grandfathered in the Bank’s retirement plan and who were participants in the DB BEP. A provision of an amount equal to 8% of the prior year’s base pay and short-term incentive payment to the extent the requirements under the Bank’s IC Plan have been achieved. The 8% payment will not be included as income for calculating the benefits for the Qualified Defined Benefit Plan. There is one NEO who qualifies for this benefit: A. Goldstein.

 

b) DB Plan

 

The DB Plan is an IRS-qualified defined benefit plan which covers all employees who have achieved four months of service. The DB Plan is part of a multiple-employer defined benefit program administered by Pentegra Retirement Services.

 

Participants who, as of July 1, 2008, had five years of DB Plan service and were age 50 years or older, are provided with a benefit of 2.50% of a participant’s highest consecutive 3-year average earnings, multiplied by the participant’s years of benefit service, not to exceed 30 years. Earnings are defined as base salary plus short-term incentive compensation opportunities available under the Bank’s IC Plan, and overtime, subject to the annual Internal Revenue Code limit; short-term incentives for participants of the deferred incentive compensation plan is defined as the Total Communicated Award. The Normal Form of Payment is a life annuity with a guaranteed 12-year payout. A 1% simple interest cost of living adjustment (“COLA”) is provided annually to participants beginning at age 66. These participants are identified herein as “DB Plan A.”

 

For participants who, as of July 1, 2008, did not have five years of DB Plan service and attained age 50 years or older, identified herein as “DB Plan B”, the DB Plan provides a benefit of 2.0% of a participant’s highest consecutive 5-year average earnings (as opposed to consecutive 3-year average earnings as provided to Grandfathered participants), multiplied by the participant’s years of benefit service, not to exceed 30 years. The Normal Form of Payment for participants hired on or after July 1, 2008 is a life annuity (i.e., an annuity paid until the death of the participant). The guaranteed 12-year payout option under a life annuity, as previously provided to Grandfathered participants, was terminated effective July 1, 2008. In addition, for the Non-Grandfathered participants, COLAs are no longer provided on future accruals.

 

For participants who were hired on or after July 1, 2014, the DB Plan provides a benefit of 1.50% of a participant’s highest consecutive 5-year average earnings, multiplied by the participant’s years of benefit service, not to exceed 30 years.  Earnings for participants who were hired on or after July 1, 2014 are defined as base salary only, excluding short-term incentive compensation opportunities available under the Bank’s IC Plan, subject to the annual Internal Revenue Code limit. These participants are identified herein as “DB Plan C.”

 

The table below summarizes the DB Plan changes affecting the Non-Grandfathered employees that went into effect on July 1, 2008 and July 1, 2014:

 

DEFINED BENEFIT PLAN
(DB PLAN)
PROVISIONS

  DB PLAN A**   DB PLAN B***   DB PLAN C
             
Benefit Multiplier   2.5%   2.0%   1.5%
             
Final Average Pay Period   High 3-Year   High 5-Year   High 5-Year
             
Normal Form of Payment  

Life Annuity with Guaranteed

12 Year Payout

 

Straight Life Annuity

 

 

Straight Life Annuity

 

             
Cost of Living Adjustments   1% Per Year Cumulative Commencing at Age 66   None   None
             
Early Retirement Subsidy<65:            
             
a) Rule of 70   1.5% Per Year   3% Per Year   3% Per Year
             
b) Rule of 70 Not Met   3% Per Year   Actuarial Equivalent   Actuarial Equivalent
             
*Vesting   20% Per Year Commencing Second Year of Employment   5-Year Cliff   5-Year Cliff

 

 

 

* Greater of DB Plan Vesting or New Plan Vesting applied to employees participating in the DB Plan prior to July 1, 2008.

** This includes the following NEO: K. Neylan.

*** This includes the following NEOs: M. Feinberg; A. Goldstein; J. González; and P. Scott.

 

For purposes of the above table, please note the following definitions:

 

Benefit Multiplier — The annuity paid from the DB Plan is calculated on an employee’s years of service, up to a maximum of 30 years, multiplied by the appropriate Benefit Multiplier for each participant, as described above.

 

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Final Average Pay Period —The period that an employee’s salary is used in the calculation of that employee’s benefit.

 

Normal Form of Payment — The DB Plan must state the form of the annuity to be paid to the retiring employee.

 

Cost of Living Adjustments (or “COLAs”) — Once a DB Plan A retiree reaches age 65, in each succeeding year he/she will receive an extra payment annually equal to one percent of the original benefit amount multiplied by the number of years in pay status after age 65. As of July 1, 2008, this adjustment is no longer offered to DB Plan B Employees on benefits accruing after that date.

 

Early Retirement Subsidy — Early retirement under the plan is available after age 45.

 

Vesting — DB Plan A Employees are entitled, starting with the second year of employment service, to 20% of his/her accumulated benefit per year. As a result, after the sixth year of employment service, an employee will be entitled to 100% of his/her accumulated benefit. DB Plan B Employees who entered the DB Plan on or after July 1, 2008 will not receive such benefit until such employee has completed five years of employment service. At that point, the employee will be entitled to 100% of his/her accumulated benefit. The term “5-Year Cliff” is a reference to the foregoing provision. DB Plan A and DB Plan B Employees already participating in the DB Plan prior to July 1, 2008 will vest at 20% per year starting with the second year through the fourth year of employment service and will be accelerated to 100% vesting after the fifth year.

 

Earnings under the DB Plan for DB Plan A and DB Plan B Employees continue to be defined as base salary plus short-term incentives, and overtime, subject to the annual Internal Revenue Code (“IRC”) limit. The IRC limit on earnings for calculation of the DB Plan benefit for 2020 was $230,000.

 

The DB Plan pays monthly annuities, or a lump sum amount available at or after age 59-1/2, calculated on an actuarial basis, to vested participants or the beneficiaries of deceased vested participants. Annual benefits provided under the DB Plan also are subject to IRC limits, which vary by age and benefit payment option selected.

 

The Bank’s practice is to attempt to maintain “economic” funding levels for the DB Plan; therefore in the last two years we made contributions to the DB Plan in amounts greater than the minimum required contribution as determined actuarially under current pension rules as defined by Highway and Transportation Funding Act of 2014 (“HATFA”) and the 2012 Moving Ahead for Progress Act for the 21st Century (“MAP-21”).

 

In order to help ensure that the Bank’s qualified pension plan continues to pass IRS Safe Harbor tests, commencing on July 1, 2021, the qualified retirement benefits for certain NEOs will no longer accrue under the DB Plan; rather, these benefits will be provided under the DB BEP described below.

 

c) DB BEP

 

Employees at the rank of Vice President and above (including the NEOs) who exceed income limitations established by the IRC for three out of five consecutive years and who are also approved for inclusion by the Bank’s Nonqualified Plan Committee are eligible to participate in the DB BEP, a non-qualified retirement plan that in many respects mirrors the DB Plan with the exception of the benefit multiplier reduction to 1.5% implemented effective July 1, 2014 under DB Plan C.

 

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The primary objective of the DB BEP is to ensure that participants receive the full benefit to which they would have been entitled under the DB Plan in the absence of limits on maximum benefit levels imposed by the IRC. In the event that the benefits payable from the DB Plan have been reduced or otherwise limited by government regulations, the employee’s “lost” benefits are payable under the terms of the DB BEP. The DB BEP also enhances benefits for certain NEOs as follows:

 

NON-QUALIFIED
DEFINED BENEFIT (DB
BEP PLAN)
PROVISIONS
  DB BEP PLAN A*   DB BEP PLAN B**    
             
Benefit Multiplier   2.5%   2.0%    
             
Final Average Pay Period   High 3-Year   High 5-Year    
             
Normal Form of Payment  

Life Annuity with Guaranteed 12 Year Payout

 

Straight Life Annuity 

   
             
Cost of Living Adjustments   1% Per Year Cumulative Commencing at Age 66   None    

 

* This includes the following NEOs: J. González and K. Neylan. Effective January 1, 2019, the DB BEP Component of the Supplemental Executive Retirement Plan was amended to provide J. González with the provisions under DB Plan A of the DB Plan.

 

** This includes the following NEOs: M. Feinberg; A. Goldstein and P. Scott.

 

The DB BEP is an unfunded arrangement.  However, the Bank has established a grantor trust to assist in financing the payment of benefits under this plan. The Bank’s policy is to maintain assets in the grantor trust at a level up to the Accumulated Benefit Obligation for the DB BEP. The financing level for the DB BEP is reviewed annually.

 

The Nonqualified Plan Committee administers various oversight responsibilities pertaining to the DB BEP. These matters include, but are not limited to, approving employees as participants of the DB BEP and adopting any amendment or taking any other action which may be appropriate to facilitate the DB BEP. The Nonqualified Plan Committee is chaired by the Chair of the C&HR Committee; other members include a Board Director who is a member of the C&HR Committee, our Chief Financial Officer, and the Director of Human Resources. The Nonqualified Plan Committee reports its actions to the C&HR Committee.

 

d) DC Plan

 

NEOs may contribute to the DC Plan, a retirement savings plan qualified under the IRC. All employees are eligible for membership in the DC Plan on the first day of the month following three full calendar months of employment.

 

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An employee may contribute 1% to 100% of base salary into the DC Plan, up to IRC limitations. The IRC limit for 2020 was $19,500 for employees under the age of 50. An additional “catch up” contribution of $6,500 is permitted under IRC rules for employees who attain age 50 before the end of the calendar year.

 

If an employee contributes at least 4% of base salary, the Bank provides the maximum employer match of 6% of elective contributions upon plan entry.   If an employee contributes less than 4% of base salary, the Bank will match at a rate of 150% of elective contributions.  Contributions of less than 2% of base salary receive a match of up to 1.5% of the employee’s base salary.

 

e) DC BEP

 

Employees at the rank of Vice President and above (including the NEOs) who exceed income limitations established by the IRC, and who contribute to their qualified DC Plan up to the IRC Limits, are eligible to participate in the DC BEP.  Participating employees are allowed to defer up to 19% of the employee’s base salary (less the amount of salary deferrals allowed under the DC Plan pursuant to the IRS Limits).

 

As a continuation of the qualified DC Plan, the Bank will make a matching contribution each plan year of up to 6% of base salary on the elective deferrals made under the DC BEP.  If an employee elects to defer less than 4% of base salary, the Bank will match at a rate of 150% of elective deferred contributions.  For deferrals beginning January 1, 2020, the Bank will make a matching contribution of up to 9% of base salary for NEO elective deferrals (in excess of the DC Plan contribution limits). All deferred monies will be the property of the Bank until distribution to the employee and thus subject to claims of Bank creditors until distribution.  

 

Amounts deferred and contributed as matching contributions under the DC BEP shall be credited to the participant’s DC BEP account. Participants may choose to invest their DC BEP funds within a menu of investment options.

 

f) NDICP

 

The NDICP allows employees serving at the rank of a Vice President or above (including the NEOs) with a hire date of October 31st or before in a calendar year to elect to defer all or a portion of the employee’s annual incentive compensation  that is paid to the employee under the terms of any Board-approved IC Plan or deferred portion of such IC Plan. The Bank does not provide a match on these deferrals.  All deferred monies will be the property of the Bank until distribution to the employee and thus subject to claims of Bank creditors until distribution.

 

Amounts deferred and contributed under the NDICP shall be credited to the participant’s NDICP account.  Participants may choose to invest their NDICP funds within a menu of investment options. Participants may elect to receive their funds in a lump sum or in at least two annual installments (not to exceed ten annual installments).

 

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V.           Health and Welfare Programs and Other Benefits

 

a)Perquisites and Benefits

 

We offer the following additional perquisites and other benefits to all employees, including the NEOs, under the same general terms and conditions:

  

Medical, dental, and vision insurance (subject to employee expense sharing);
   
Vacation leave, which increases based upon officer title and years of service;
   
Life and long-term disability insurance (NEOs are eligible for enhanced monthly benefits under our disability insurance program);
   
Travel and accident insurance which include life insurance benefits;
   
Educational assistance
   

Employee relocation assistance, where appropriate, for new hires; and Vacation Payout (employees were allowed to elect up to ten unused vacation days for a one-time payout)

 

b)Retiree Medical

 

We offer eligible employees, including certain NEOs, medical coverage when they retire. Employees are eligible to participate in the Retiree Medical Benefits Plan if they were at least 55 years old as of January 1, 2015 with 10 years of service when they retire from active service.

 

Retirees who retire before age 62 pay the full premium for the coverage they had as employees until they attain age 62. The premium paid by retirees upon becoming Medicare-eligible (either at age 65 or prior thereto as a result of disability) is a premium reduced to take into account the status of Medicare as the primary payer of the medical benefits of Medicare-eligible retirees.

 

Under the Plan as in effect from May 1, 1995 until December 31, 2007, herein identified as “Grandfathered,” retirees beginning at age 62, we contributed a percentage of the premium based on their total completed years of service (no adjustment is made for partial years of service) on a “Defined Benefit” basis. There are no NEOs who qualify for this benefit.

 

Effective January 1, 2008, for employees who, as of December 31, 2007, did not have 5 years of service and were age 60 or older, herein identified as “Non-Grandfathered,” we contributed $45 per month toward the premium of a Non-Grandfathered retiree multiplied by the number of years of service earned by the retiree after age 45. The total cost of medical coverage elected by the employee (determined by the number of individuals including the retiree, the retiree’s spouse, and each other dependent of the retiree) under the Plan is then reduced by the Bank contribution)

from age 62 until the retiree or a covered dependent of the retiree becomes Medicare-eligible (usually at age 65 or earlier, if disabled). There are no NEOs who qualify for this benefit.

 

For all covered employees as of January 1, 2015, including the NEOs, from age 62 until the retiree or a covered dependent of the retiree becomes Medicare-eligible (usually at age 65 or earlier, if disabled), we contribute $26.87 per month toward the premium of a Non-Grandfathered retiree multiplied by the number of years of service earned by the retiree after age 45. The total cost of medical coverage elected by the employee (determined by the number of individuals including the retiree, the retiree’s spouse, and each other dependent of the retiree) under the Plan is then reduced by the Bank contribution.

 

After the retiree or a covered dependent of the retiree becomes Medicare-eligible, our contribution toward the premium for the coverage of the Medicare-eligible individual will be reduced to $14.93 per month multiplied by the number of years of service earned by the retiree after age 45. The total cost of medical coverage elected by the employee (determined by the number of individuals including the retiree, the retiree’s spouse, and each other dependent of the retiree) under the Plan is then reduced by the Bank contribution. The $26.87 and $14.93 amounts are fixed and not cost-of-living adjusted.

 

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Below is a summary of the Retiree Medical Benefits Plan:

 

       
Retiree Medical Benefit Plan     Provisions for Retirees January 1, 2015 and After*
Plan Type    

Defined Dollar Plan: A medical plan in which medical coverage is provided to a retired employee up to a fixed cost for the coverage elected by the employee and the retiree assumes all costs above the stated contribution. 

       
Eligibility     Active employee who has completed 10 years of employment at FHLBNY and attained age 55 as of January 1,2015.
       
Medical Plan Formula     1) Retiree (and covered individual), is eligible for $26.87/month x years of service after age 45 and has attained the age of 62. The Cost of Living Adjustment is excluded.
       
      2) Retiree (and covered individual) is eligible for $14.93/month x years of service after age 45 and after age 65. The Cost of Living Adjustment is excluded.
       
      $0 for Pre-62 Pre-65/Post-65
Employer Cost Share Examples:      
       
10 years of service after age 45     $3,224/$1,792/Annually
       
15 years of service after age 45     $4,837/$2,687/Annually
       
20 years of service after age 45     $6,449/$3,583/Annually
       

* This includes the following NEOs: K. Neylan

 

VI.       Severance Plan, Executive Change in Control Agreements and Golden Parachute Rule

 

a)       Severance Plan

 

Other than as described below, all Bank employees are employed under an “at will” arrangement.  Accordingly, an employee may resign employment at any time and the Bank may terminate the employee’s employment at any time for any reason with or without cause.

 

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Severance benefits to an employee in the event of termination of his or her employment may be paid in accordance with the Bank’s formal Board-approved Severance Pay Plan (“Severance Plan”) available to all Bank employees who work twenty or more hours a week and have completed at least two “periods of service” (the number of six (6) month periods, in the aggregate, for which an employee is employed by the Bank).

 

Severance benefits may be paid to employees who:

 

(i) are part of a reduction in force;

 

(ii) have resigned from the Bank following a reduction in salary grade, level, or rank;

 

(iii) refuse a transfer of fifty miles or more;

 

(iv) have their position eliminated;

 

(v) are unable to perform his/her duties in a satisfactory manner and is warranted that the employee would not be discharged for cause; or

 

(vi)  had their employment terminated as a result of a change in control (however, in the event of a change in control that affects the Bank President, the other Bank NEOs, and the Chief Audit Officer, provisions contained in separate Executive Change in Control Agreements shall govern; see below for more information).

 

An officer shall be eligible for two weeks of severance benefits for each six month period of service with the Bank (even if the employment has been less than six months), but not less than eight weeks of severance benefits nor more than thirty-six weeks of such benefits; in the event of a change in control, the ‘floor’ and ‘cap’ shall be twelve weeks and fifty-two weeks, respectively. Non-officers are eligible for severance benefits in accordance with different formulas.

 

If the terminated employee is enrolled in the Bank’s medical benefits plan at the time of termination and elects to purchase health insurance continuation coverage, the Bank may provide a lump sum payment in an amount to be determined by the Bank intended to be used in connection with payments by terminated employees related to health insurance. The Bank may also in its discretion arrange for outplacement services.

 

Payment of severance benefits under the Severance Plan is contingent on an employee executing a severance agreement which includes a release of any claim the employee may have against the Bank and any present and former director, officer and employee.

 

Severance benefits payable under the Severance Plan shall be paid on a lump sum basis.

 

b)       Executive Change in Control Agreements

 

Executive Change in Control Agreements (“CIC Agreements”) were executed in January 2016 and renewed in January 2019 for an additional three-year term between the FHLBNY and the NEOs, which provide the executive with certain severance payments and benefits in the event employment is terminated in connection with a “change in control” of FHLBNY.

 

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Under the terms of the CIC Agreement, if the executive’s employment with FHLBNY is terminated by FHLBNY without “cause” or by the executive for “good reason” (as defined in the CIC Agreement) during the period beginning on the earliest of (a) twelve (12) months prior to the execution by FHLBNY of a definitive agreement regarding a Change in Control, (b) twelve (12) months prior to Change in Control mandated by federal statute, rule or directive, and (c) twelve (12) months prior to the adoption of a plan or proposal for the liquidation or dissolution of FHLBNY, and ending, in all cases, twenty-four (24) months following the effective date of the Change in Control, the executive becomes entitled to certain severance payments and benefits.

 

The payments and benefits include: (i) an amount equal to the product of the executive’s average gross base salary for the three years prior to his employment termination date (with any partial years being annualized), multiplied by 2.99 for the Chief Executive Officer, and 1.5 for other CIC Agreement participants; (ii) if the executive is a participant in FHLBNY’s Incentive Compensation Plan (the “Annual Plan”), an amount equal to the product of the executive’s full target incentive payout estimate, or the actual amount of the payment to the executive under the Annual Plan, if lower, in either case, in respect of the year prior to the year of the employment termination date, multiplied by 2.99 for the Chief Executive Officer, and 1.5 for other CIC Agreement participants; (iii) an amount equal to the cost of health, dental and vision care benefits that FHLBNY actually incurred by FHLBNY on behalf of the Executive and his dependents, if any, during the twelve (12) months prior to the executive’s employment termination date; (iv) $15,000, which the executive may put toward outplacement services; (v) $15,000, which the executive may put toward accounting, actuarial, financial, legal or tax services; (vi) additional age and service credits under the FHLBNY non-qualified Benefit Equalization Plan of three (3) years for the Chief Executive Officer and one and one-half (1.5) years for other CIC Agreement participants; and (vii) an amount equal to 2.99 times the Chief Executive Officer’s annual matching contribution under the DC Plan and 1.5 times the match for other CIC Agreement participants.

 

The payments described above are payable in a lump sum within sixty (60) days following the executive’s employment termination date, with the benefits under the BEP being distributed in accordance with the terms of the BEP. All payments and benefits are conditioned on the executive having delivered an irrevocable general release of claims against FHLBNY before payment occurs.  In addition, notwithstanding anything to the contrary, all payments and benefits remain subject to FHLBNY’s compliance with any applicable statutory and regulatory requirements relating to the payment of amounts under the CIC Agreements and in the event that a governmental authority or a court with competent jurisdiction directs that any portion or all of the payments may not be paid to the executive, the executive shall not be eligible to receive, or shall return, such payments.

 

c) Golden Parachute Rule

 

The Finance Agency issued final rules on executive compensation and golden parachute payments relating to the regulator’s oversight of such compensation and payments located at 12 CFR Parts 1230 and 1231 the (“Golden Parachute Rule”). This sets forth the standards that the Finance Agency will take into consideration when limiting or prohibiting golden parachute payments by an FHLBank, the Office of Finance, Fannie Mae or Freddie Mac. The Golden Parachute Rule generally prohibits golden parachute payments except in limited circumstances with Finance Agency approval. Golden parachute payments may include compensation paid to a director, officer or employee following the termination of such person's employment by a regulated entity that is insolvent, is in conservatorship or receivership, is required by the Director to improve its financial condition, or has been assigned a composite examination rating of 4 or 5 by the Finance Agency. Golden parachute payments generally do not include payments made pursuant to a qualified pension or retirement plan, an employee welfare benefit plan, a bona fide deferred compensation plan, a nondiscriminatory severance pay plan, or payments made by reason of the death or disability of the individual. Our benefit plans comply with the Golden Parachute Rule and the Bank has not had a payment in 2020 restricted by the Finance Agency.

 

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VII.     Explanation of how we determine the amount and, where applicable, the formula for each element of compensation

 

Please see Section II directly above for an explanation of the mechanisms used to determine employee compensation.

 

VIII.  Explanation of how each element of compensation and the decisions regarding that element fit into the overall compensation objectives and affect decisions regarding other elements of compensation

 

The Committee believes it has developed a unified, coherent system of compensation. Please refer to Section II under the heading “The Total Compensation Program” for an explanation of the components that make up our total compensation program. Together, these components comprised the total compensation program for 2020 and they are established in accordance with our Compensation Philosophy and the regulated environment that we operate in as discussed in Section I above.

 

Our overall objectives with regard to our compensation and benefits program are to motivate employees to achieve consistent and superior results over a long period of time, and to provide a program that allows us to compete for and retain talent that otherwise might be lured away.

 

As we make changes to one element of the compensation and benefits program mix, the C&HR Committee considers the impact on the other elements of the mix. In this regard, the C&HR Committee strives to maintain programs that keep the Bank within the parameters of its compensation philosophy as set forth in the Bank’s Compensation Policy and Compensation Benchmarking.

 

COMPENSATION COMMITTEE REPORT

 

The C&HR Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the C&HR Committee recommended to the Board that the Compensation Discussion and Analysis be included in the annual report on Form 10-K for the year 2020.

  

THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

 

  DeForest B. Soaries, Jr., Chair  
 

David J. Nasca, Vice Chair

Kevin Cummings

Gerald H. Lipkin

Christopher P. Martin

 
 

Stephen S. Romaine

Ángela Weyne

 

 

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RISKS ARISING FROM COMPENSATION PRACTICES

 

We do not believe that risks arising from the compensation policies with respect to its employees are reasonably likely to have a material adverse effect on the Bank. We do not structure any of our compensation plans in a way that inappropriately encourages risk taking to achieve payment.

 

Our business model operates on a low return/low risk basis.  One of the important characteristics of our culture is appropriate attention to risk management. We have established procedures with respect to risk which are reviewed frequently by entities such as our regulator, external audit firm, Risk Management Group, and Internal Audit Department.

 

In addition, we have a Board and associated Committees that provide governance. The compensation programs are reviewed annually by the C&HR Committee and the structure of our compensation programs provides evidence of the balanced approach to risk and reward in our culture. The rationale behind the structure of the Incentive Plan and its goals is to motivate management to take a balanced approach to managing risks and returns in the course of managing the business, while at the same time ensuring that we fulfill our mission. The Incentive Plan design is intended to motivate management to act in ways that are aligned with the Board’s wishes to have us achieve forecasted returns while managing risks within prescribed risk parameters. In addition, the goals in the IC Plan will not motivate management to increase returns if they require imprudently increasing risk.

 

In addition, we are prohibited by regulations from offering equity-based compensation, and we do not currently offer long-term incentives. However, many of the firms in our peer group do offer these types of compensation. The total compensation program takes into account the existence of these other types of compensation by offering defined benefit and defined contribution plans to help effectively compete for talent. The defined benefit and defined contribution plans are designed to reward employees for continued strong performance over the course of their careers — that is, the longer an employee works at the Bank, the greater the benefit the employee is likely to accumulate. Senior and mid-level employees are generally long-tenured, and we believe that these employees would not want to endanger their pension benefits by inappropriately stretching rules to achieve a short-term financial gain. By definition, these programs are reflective of the low risk culture.

 

The Finance Agency also has issued certain compensation principles, one of which is that executive compensation should be consistent with sound risk management and preservation of the Market value of Equity to Capital Stock Ratio Value of membership stock. Also, the Finance Agency reviews all executive compensation plans relative to these principles and such other factors as the Finance Agency determines to be appropriate, including the Bank’s annual Incentive Plan, prior to their becoming effective.

 

Thus, the Bank’s low risk culture, which is reflected in the compensation policy, leads us to believe that any risks arising from the compensation policies with respect to our employees are not reasonably likely to have a material adverse effect.

 

Compensation Committee Interlocks and Insider Participation

 

The following persons served on the C&HR Committee during all or some of the period from January 1, 2020 through the date of this annual report on Form 10-K: DeForest B. Soaries, Jr., Kevin Cummings, Gerald H. Lipkin, Christopher P. Martin, David J. Nasca, C. Cathleen Raffaeli, Stephen S. Romaine, and Ángela Weyne. During this period, no interlocking relationships existed between any member of the Bank’s Board of Directors or the C&HR Committee and any member of the Board of Directors or compensation committee of any other company, nor did any such interlocking relationship exist in the past.  Further, no member of the C&HR Committee listed above was an officer or our employee during the course of their service as a member of the Committee or was formerly an officer or our employee before becoming a member of the Committee.

 

22

 

 

Executive Compensation

 

The table below summarizes the total compensation earned by each of the Named Executive Officers (“NEOs”) for the years 2020, 2019, 2018 (in dollars):

 

Summary Compensation Table for Calendar Years 2020, 2019 and 2018

 

               Non-Equity
Incentive
   Change in
Pension Value
and Nonqualified
         
               Stock   Option   Plan   Deferred   All Other   Total 
Name and Principal Position  Year   Salary   Bonus   Awards   Awards   Compensation (a)(1)   Compensation (b)(2)   Compensation (c)(3)   (d) 
José R. González   2020   $996,000    -    -    -   $1,018,077   $1,430,000   $173,052   $3,617,129 
President,   2019   $993,600    -    -    -   $961,906   $2,736,000   $145,233   $4,836,739 
Chief Executive Officer (PEO)   2018   $920,000    -    -    -   $927,184   $69,000   $61,989   $1,978,173 
                                              
Kevin M. Neylan   2020   $550,000    -    -    -   $415,545   $1,483,000   $125,734   $2,574,279 
Senior Vice President,   2019   $531,787    -    -    -   $365,340   $1,598,000   $71,995   $2,567,122 
Chief Financial Officer (PFO)   2018   $515,048    -    -    -   $376,879   $528,000   $38,402   $1,458,329 
                                              
Melody J. Feinberg   2020   $475,000    -    -    -   $357,828   $575,000   $111,787   $1,519,615 
Senior Vice President,   2019   $438,813    -    -    -   $302,648   $453,000   $60,018   $1,254,479 
Chief Risk Officer   2018   $425,000    -    -    -   $309,608   $152,000   $34,064   $920,672 
                                              
Adam Goldstein*   2020   $400,000    -    -    -   $300,534   $1,014,000   $149,174   $1,863,708 
Senior Vice President,             -    -    -                     
Chief Business Officer             -    -    -                     
                                              
Philip A. Scott**   2020   $490,438    -    -    -   $368,926   $814,000   $123,444   $1,796,808 
Senior Vice President,   2019   $475,000    -    -    -   $324,382   $742,000   $61,996   $1,603,378 
Chief Capital Markets Officer             -    -    -                     

 

Footnotes for Summary Compensation Table for the Year Ending December 31, 2020

 

(1)The amounts in column (a) reflect the dollar value of all earnings for services performed during the fiscal years ended December 31, 2020, 2019, and 2018 pursuant to awards under the ICP, even though fifty percent of the ICP awards for each year were subject to mandatory deferral and distribution over three years. As discussed in the Compensation Discussion and Analysis, the 2020 non-equity incentive compensation awards were subject to a 30-day review period and receipt of non-objection by the Finance Agency. The Bank received written non-objection from the Finance Agency on February 19, 2020. The amounts in column (a) also include the dollar value of all interest during each year earned on Deferred Incentive related to ICP awards for prior fiscal years, in the following amounts for 2020: $54,891 for J. González, $21,809 for K. Neylan, $17,784 for M. Feinberg, $14,181 for A. Goldstein and $17,830 for P. Scott.

 

(2)The amounts in column (b) reflects the sum of the actuarial change in pension value for (i) the Pentegra Defined Benefit Plan for Financial Institutions and (ii) the Nonqualified Defined Benefit Portion of the Benefit Equalization Plan. These values are based on actuarial calculations and depend on the level of market interest rates in addition to other factors. These plans are described in greater detail below under “Pension Benefits.”

 

(3)The amounts in column (c) for 2020 consist of the following amounts:

 

23

 

 

   Bank Contributions
under the 401(k)
   Matching contributions
under the Bank's non-
qualified Defined
Contribution Benefit
       Tax Gross-         
Name  Plan (1)   Equalization Plan (2)   Perquisite (3)   ups (4)   Other (5)   Total 
José R. González  $11,720   $81,357   $l6,667   $-   $63,308   $173,052 
Kevin M. Neylan  $6,112   $45,216  $9,252   $-   $65,154   $125,734 
Melody J. Feinberg  $6,283   $37,961   $11,274   $-   $56,269   $111,787 
Adam Goldstein*  $17,100   $15,695   $56,676   $318   $59,385   $149,174 
Philip A. Scott**  $6,542   $39,231   $6,417   $329   $70,925   $123,444 

 

(1) Includes amount of funds matched in connection with the Pentegra Defined Contribution Plan for Financial Institutions.

 

(2) Includes amount of funds matched for M. Feinberg, J. González, K. Neylan, A. Goldstein and P. Scott in connection with the Pentegra Nonqualified Defined Contribution Portion of the BEP.

 

(3) Perquisites are valued at the actual amounts paid by the Bank and are benefits not available to all employees on equal terms. The Bank paid premiums for each named executive officer for group term life and long-term disability insurance. The Bank provided A. Goldstein payment under the replacement plan for the Nonqualified Profit Sharing Plan.

 

(4) The Bank paid tax gross-up amounts for A. Goldstein and P. Scott’s reimbursement for fitness club membership. This amount is included in column (c) of the Summary Compensation Table.

 

(5) The Bank paid a performance-based award to employees (including NEOs) who received a rating of “Exceed Requirements” or “Outstanding” on their 2020 annual performance review. These payments will be made on March 26, 2021: J. González ($25,000), K. Neylan ($44,000), M. Feinberg ($38,000), A. Goldstein ($44,000) and P. Scott ($53,948). Separately, the Bank allowed all employees (including NEOs) to elect to receive a one-time payout for up to ten unused 2020 vacation days. Payouts to our NEOs were as follows: J. González ($38,308), K. Neylan ($21,154), M. Feinberg ($18,269), A. Goldstein ($15,385) and P. Scott ($16,977).

 

* A. Goldstein is a new NEO in 2020.

 

** P. Scott was not an NEO in 2018. Therefore, footnotes regarding 2018 compensation are not included in this year's report.

 

The following table sets forth information regarding all incentive plan award opportunities made available to NEOs for the calendar year 2020 (in whole dollars):

 

Grants of Plan-Based Awards for Calendar Year 2020

 

Grants of Plan-Based Awards for Fiscal  Year 2020 
              All Other
Stock
Awards:
   All Other
Option
Awards:
   Exercise
or
Base
   Grant
Date
Fair Value
 
      Estimated Future Payouts   Estimated Future Payouts   Number of   Number of   Price of   of Stock 
      Under Non-Equity Incentive   Under Equity Incentive   Shares of   Securities   Option   and Option 
   Grant  Plan Awards (2)(3)   Plan Awards   Stork   Underlying   Awards   Awards 
Name  Date (1)  Threshold   Target   Maximum   Threshold   Target   Maximum   or Units   Options   (S/Sh)   (S/Sh) 
José R. Gonzàlez  2/19/2020  $498,000   $796,800   $996,000   $       -   $         -   $          -    -    -   $-   $- 
Kevin M. Neylan  2/19/2020  $165,000   $275,000   $412,500   $-   $-   $-    -    -   $-   $- 
Melody J. Feinberg  2/19/2020  $142,500   $237,500   $356,250   $-   $-   $-    -    -   $-   $- 
Adam Goldstein  2/19/2020  $120,000   $200,000   $300,000   $-   $-   $-    -    -   $-   $- 
Philip A. Scott  2/19/2020  $147,131   $245,219   $367,829   $-   $-   $-    -    -   $-   $- 

 

(1) On this date, the Board of Directors’ C&HR Committee approved the 2020 Incentive Plan. Approval of the ICP does not mean a payout is guaranteed.

 

(2) Figures represent an assumed rating attained by the NEO of at least a specified threshold rating within the “Meets Requirements” category for the NEO with respect to their individual performance. 

 

(3) Amounts represent potential awards under the 2020 Incentive Plan.

 

24

 

 

 

Incentive Compensation Plan Opportunity Table for Calendar Year 2020

 

The table below provides information regarding the total incentive compensation amount awarded to NEOs based on Bank-wide goal results (in dollars):

 

   2020    Bankwide Component(1)
(100% of Opportunity)
             
   Annual Salary   Threshold   Target   Maximum   Actual Result (2) 
                     
       Bank Performance   Bankwide
Component(3)
   Total
Communicated
Award (4)
   Current
Communicated
Incentive Award(5)
 
President        50%    80%    100%                
José R. González
President & Chief Executive Officer
  $996,000   $498,000   $796,800   $996,000   $963,186   $963,186   $481,593 
                                    
Other NEOs        30%    50%    75%                
Kevin M. Neylan
Senior Vice President, Chief Financial Officer
  $550,000   $165,000   $275,000   $412,500   $393,736   $393,736   $196,868 
                                    
Melody J. Feinberg
Senior Vice President, Chief Risk Officer
  $475,000   $142,500   $237,500   $356,250   $340,045   $340,045   $170,022 
                                    
Adam Goldstein
Senior Vice President, Chief Business Officer
  $400,000   $120,000   $200,000   $300,000   $286,353   $286,353   $143,177 
                                    
Philip A. Scott
Senior Vice President, Chief Capital Markets Officer
  $490,438   $147,131   $245,219   $367,829   $351,096   $351,096   $175,548 

 

1Each NEO’s Incentive Compensation is weighted at 100% Bank Performance.
2Overall weighted average result for Bankwide goals including employees in the Risk Management Group was 86.3% above target. Payments are interpolated between the target and maximum amounts.
3The Incentive Compensation is calculated as follows:
a.The portion of the award for achieving target equals: Annual Salary multiplied by Target percentage, plus
b.The portion of the award for exceeding target equals: Annual Salary multiplied by the “Maximum minus Target percentage,” multiplied by 86.3%.
4There may be small differences in the calculated payout amounts due to rounding.
5The amount represented here is the Current Communicated Award of Incentive Compensation. The Current Communicated Incentive Award is the actual payout awarded to the NEO in 2021 for performance in 2020. [Refer to Section III d (Required Deferral of IC Plan Awards for MC Members) of this Compensation Discussion and Analysis for further details].

 

Employment Arrangements

 

We are an “at will” employer and do not provide written employment agreements to any of its employees, except that we do provide Executive Change in Control Agreements to the NEOs (refer to Section VI. b. of the Compensation Discussion and Analysis, “Severance Plan and Executive Change in Control Agreements”, for further details). However, employees, including NEOs, receive: (a) cash compensation (i.e., base salary, and, for exempt employees, “variable” or “at risk” short-term incentive compensation); (b) retirement-related benefits (i.e., the Qualified Defined Benefit Plan; the Qualified Defined Contribution Plan; and the Nonqualified Defined Benefit Portion of the Benefit Equalization Plan (“DB BEP”)) and (c) health and welfare programs and other benefits. Other benefits, which are available to all regular employees, include medical, dental, vision care, life, business travel accident, and short and long term disability insurance, flexible spending accounts, an employee assistance program, educational development assistance, voluntary life insurance, long term care insurance, fitness club reimbursement and severance pay.

 

An additional benefit offered to all officers who are at Vice President rank or above (including the NEOs) is a physical examination every 18 months.

 

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The annual base salaries for the NEOs are as follows (in whole dollars):

 

   2021   2020   % Increase* 
José R. González  $996,000   $996,000    - 
Kevin M. Neylan  $565,950   $550,000    2.90%
Melody J. Feinberg  $488,775   $475,000    2.90%
Adam Goldstein  $ 414,400   $400,000    3.60%
Philip A. Scott  $508,094   $490,438    3.60%

 

* The FHFA issued non-objections to the proposed 2021 base salary merit increases (retroactive to January 1, 2021) for the Bank’s NEOs (except the CEO) , the last of which was issued on July 16, 2021. See Section I a) in the Compensation Discussion and Analysis portion of Part III, Item 11 of this Form 10-K.

 

A performance-based merit increase program exists for all employees, including NEOs that have a direct impact on base pay. Generally, employees receive merit increases on an annual basis. Such merit increases are based upon the attainment of a performance rating of “Outstanding,” “Exceeds Requirements,” or “Meets Requirements” achieved on individual performance evaluations. Annual merit increases may also contain a market adjustment based on market compensation job benchmarking. Refer to Section II of the Compensation Discussion and Analysis, “The Total Compensation Program” for further details.

 

Short-Term Incentive Compensation Plan (“IC Plan”)

 

Refer to Section III of the Compensation Discussion and Analysis IC Plan for further details.

 

Qualified Defined Contribution Plan

 

Employees who have met the eligibility requirements contained in the Pentegra Qualified Defined Contribution Plan for Financial Institutions (“DC Plan”) can choose to contribute to the DC Plan, a retirement savings plan qualified under the IRC. Employees are eligible for membership in the DC Plan on the first day of the month following three full calendar months of employment. Refer to Section IV (DC Plan) of this Compensation Discussion and Analysis for further details.

 

OUTSTANDING EQUITY AWARDS AT CALENDAR YEAR-END
AND OPTION EXERCISES AND STOCK VESTED

 

The tables disclosing (i) outstanding option and stock awards and (ii) exercises of stock options and vesting of restricted stock for NEOs are omitted because all employees are prohibited by law from holding capital stock issued by a Federal Home Loan Bank. As such, these tables are not applicable.

 

PENSION BENEFITS

 

The table below shows the present value of accumulated benefits payable to each of the NEO, the number of years of service credited to each such person, and payments during the last Calendar year (if any) to each such person, under the Pentegra Defined Benefit Plan for Financial Institutions and the Nonqualified Defined Benefit Portion of the Benefit Equalization Plan (amounts in whole dollars) (refer to Sections IV of the Compensation Discussion and Analysis for further details about these plans):

 

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   Pension Benefits 
      Number of
Years Credited
   Present Value
of Accumulated
   Payment
During Last
 
Name  Plan Name  Service(1)   Benefit(2)   Fiscal Year 
José R. González  Pentegra Defined Benefit
Plan for Financial Institutions
Qualified Plan
   6.83   $588,000   $- 
   Nonqualified Defined Benefit
Portion of the Benefit
Equalization Plan
   6.83   $5,333,000   $         - 
Kevin M. Neylan  Pentegra Defined Benefit
Plan for Financial Institutions
Qualified Plan
   19.33   $2,442,000   $- 
   Nonqualified Defined Benefit
Portion of the Benefit
Equalization Plan
   19.33   $5,453,000   $- 
Melody J. Feinberg  Pentegra Defined Benefit
Plan for Financial Institutions
Qualified Plan
   8.83   $694,000   $- 
   Nonqualified Defined Benefit
Portion of the Benefit
Equalization Plan
   8.83   $1,063,000   $- 
Adam Goldstein  Pentegra Defined Benefit
Plan for Financial Institutions
Qualified Plan
   23.08   $1,600,000   $- 
   Nonqualified Defined Benefit
Portion of the Benefit
Equalization Plan
   23.08   $1,803,000   $- 
Philip A. Scott  Pentegra Defined Benefit
Plan for Financial Institutions
Qualified Plan
   14.00   $1,221,000   $- 
   Nonqualified Defined Benefit
Portion of the Benefit
Equalization Plan
   14.00   $1,973,000   $- 

 

(1)Number of years of credited service pertains to eligibility/participation in the qualified plan. Assuming the NEO is eligible for the Nonqualified Defined Benefit Portion of the Benefit Equalization Plan, years of credited service are the same as for the Pentegra Defined Benefit Plan for Financial Institutions Qualified Plan.

 

(2)As of 12/31/2020.

 

NONQUALIFIED DEFERRED COMPENSATION PLAN

 

The following table discloses contributions to Nonqualified Deferred Compensation plans, each Named Executive Officer’s withdrawals (if any), aggregate earnings and year-end balances in such plans (whole dollars):

 

27

 

 

   Nonqualified Deferred Compensation for Fiscal Year 2020 
Name 

Executive
Contributions in

Last FY (1) 

  

Registrant
Contributions in

Last FY(2)

  

Aggregate
Earnings in

Last FY

  

Aggregate
Withdrawals/

Distributions

  

Aggregate
Balance at

Last FYE

 
José R. González                         
DC BEP  $77,420   $77,659   $59,926   $       -   $479,818 
NDICP  $-   $-   $-   $-   $- 
Kevin M. Neylan                         
DC BEP  $82,360   $43,189   $20,766   $-   $482,093 
NDICP  $108,929   $-   $14,770   $-   $356,596 
Melody J. Feinberg                         
DC BEP  $67,404   $36,236   $9,784   $-   $159,370 
NDICP  $283,002   $-   $90,334   $-   $950,016 
Adam Goldstein                         
DC BEP  $1,768   $13,733   $964   $-   $16,465 
NDICP  $-   $-   $-   $-   $- 
Philip A. Scott                         
DC BEP  $65,546   $37,414   $ 42,484   $-   $288,301 
NDICP  $230,700   $-   $89,918   $-   $809,662 

 

(1)These amounts as they pertain to the DC BEP and NDICP are also included in the “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table, respectively, for if an executive is an NEO in a particular year; these amounts would have been paid as salary or incentive compensation but for deferral into the nonqualified plans (described above as our DC BEP and NDICP).

 

(2)These totals as they pertain to the DC BEP are also included in the “All Other Compensation” column of the Summary Compensation Table. There are no registrant contributions in connection with the NDICP.

 

Refer to Section IV of the Compensation and Discussion Analysis for more information concerning the DC BEP and NDICP.

 

DISCLOSURE REGARDING TERMINATION AND CHANGE IN CONTROL PROVISIONS

 

Severance Plan

 

The Bank has a formal Board-approved Severance Plan available to all Bank employees who work twenty or more hours a week and have at least one year of employment. (Refer to Section VI of the Compensation Discussion and Analysis, “Severance Plan”, for further details.)

 

The following table describes estimated severance payout information under the Severance Plan for each NEO assuming that severance would have occurred on December 31, 2020 for reasons other than a change in control (for example, a reduction in force) (amounts in whole dollars):

 

   Number of Weeks Used to
Calculate Severance Amount
   2020 Annual
Base Salary
   Severance Amount
Based on Years of Service*
 
José R. González   28   $996,000   $536,308 
Kevin M. Neylan   36   $550,000   $380,769 
Melody J. Feinberg   36   $475,000   $328,846 
Adam Goldstein   36   $400,000   $276,923 
Philip A. Scott   36   $490,438   $339,534 

 

*Additionally, under the Bank’s Severance Plan, the Bank, in its discretion, may provide a payment to be used in connection with health insurance replacement costs.

 

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Executive Change in Control Agreements

 

Executive Change in Control Agreements (“CIC Agreements”) were executed in January 2016 between the FHLBNY and each of the members of the Management Committee, including the CEO and the other Named Executive Officers, which, as more fully described below, would provide the executive with certain severance payments and benefits in the event employment is terminated in connection with a Bank “change in control”. The CIC Agreements were renewed in January 2019 for an additional three-year period.

 

The following table describes estimated severance and benefit payout information under the CIC Agreements for each NEO assuming that a “change in control” merger or acquisition would have occurred on December 31, 2020 (amounts in whole dollars). (Refer to Section VI of the Compensation Discussion and Analysis, “Executive Change in Control Agreements”, for further details).

 

Sample CIC Agreement Contract Pay-Outs Assuming December 31, 2020 Bank Merger or Acquisition 

 

Provision  José
Gonzàlez
   Kevin
Neylan
   Melody
Feinberg
   Adam
Goldstein
   Philip
Scott
 
Amount equal to the executive's average gross base salary for the three years prior to his employment termination date (with any partial years being annualized), multiplied by 2.99 for Mr. Gonzàlez , and 1.5 for Messrs. Neylan, Goldstein, and Ms. Feinberg  $2,899,901   $798,417   $669,406   $550,000   $686,356 
Amount equal to the executive's full target incentive payout estimate, or the actual amount of the payment to the executive under the FHLBNY’s Incentive Compensation Plan, if lower, in either case, in respect of the year prior to the year of the employment termination date, multiplied by 2.99 for Mr. Gonzàlez, and 1.5 for Messrs. Neylan, Goldstein, Scott, and Ms. Feinberg  $2,200,640   $386,286   $318,750   $255,000   $305,455 
Amount equal to the cost of health, dental and vision care benefits that FHLBNY actually incurred by FHLBNY on behalf of the Executive and their dependents, if any, during the twelve (12) months prior to the executive's employment termination date  $19,998   $27,255   $1,845   $27,093   $18,626 
A payment in the amount of $15,000 which may be used by the Executive for job search-related expenses  $15,000   $15,000   $15,000   $15,000   $15,000 
A payment in the amount of $15,000 which may be used by the Executive for accounting, actuarial, financial, legal and/or tax services  $15,000   $15,000   $15,000   $15,000   $15,000 
Additional age and service credits under the FHLBNY non-qualified Benefit Equalization Plan ("Nonqualified DB BEP") of three (3) years for Mr. Gonzalez and one and one-half (1.5) years for Messrs. Neylan, Goldstein, Scott, and Ms. Feinberg  $5,469,931   $690,108   $414,958   $271,370   $408,952 
Additional age and service credits under the FHLBNY qualified & non-qualified defined contribution plan of three (3) years for Mr. Gonzalez and one and one-half (1.5) years for Messrs. Neylan, Goldstein, Scott and Ms. Feinberg  $179,280   $49,500   $42,750   $36,000   $44,139 
Total value of contract  $10,799,750   $1,981,566   $1,477,709   $1,169,463   $1,493,528 

  

Additionally, in the event of a change in control, the executive will be paid deferred incentive compensation otherwise owed under the terms of the deferred portion of the Bank’s Incentive Compensation Plan (as described at Section III of this Compensation Discussion and Analysis, “Deferred Portion of Incentive Compensation Plan”). 

 

CEO Pay Ratio

 

For the year ended December 31, 2020, the ratio of our CEO’s Total Compensation to the FHLBNYs median of the annual Total Compensation of all our employees, except the CEO (“Median Employee”) is 14.2:1. Total Compensation of the Median Employee for 2020 is calculated in the same manner “Total Compensation” for 2020 is shown for our CEO in the Summary Compensation Table, which includes among other things, amounts attributable to the change in pension value, which will vary among employees based upon their tenure at the FHLBNY. For 2020, the Total Compensation of the Median Employee was $253,970 and the Total Compensation of the CEO, as reported in the Summary Compensation Table, was $3,617,129.

 

29

 

 

We identified the Median Employee by comparing the amount of base salary and incentive awards as reflected in our payroll records for 2020 for each of the employees who were employed by the FHLBNY on October 1, 2020, and ranking the annual cash compensation for all such employees (a list of 371 employees) from lowest to highest, excluding the CEO, and which was applied consistently to all our employees included in the calculation. We believe this compensation measure reasonably reflects the annual compensation of all the FHLBNY employees and was prepared under applicable SEC rules. The FHLBNY included all full-time employees in the calculation of the Median Employee and annualized all such employees who were not employed by us for all of 2020. 

 

DIRECTOR COMPENSATION

 

The following table summarizes the compensation paid by us to each of our Directors for the year ended December 31, 2020 (whole dollars):

 

Name  Fees
Earned or
Paid in Cash
   Stock
Awards
   Option
Awards
   Non-Equity
Incentive Plan
Compensation
   Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
   All
Other
Compensation
   Total 
John R. Buran  $145,000   $            $            $               $            $                     $145,000 
Larry E. Thompson   125,000                        125,000 
Kevin Cummings   122,000                        122,000 
Joseph R. Ficalora   112,500                        112,500 
Jay M. Ford   112,500                        112,500 
Michael M. Horn   122,000                        122,000 
Thomas L. Hoy   122,000                        122,000 
David R. Huber   112,500                        112,500 
Charles E. Kilbourne, III   112,500                        112,500 
Gerald H. Lipkin   112,500                        112,500 
Kenneth J. Mahon   112,500                        112,500 
Christopher P. Martin   112,500                        112,500 
Richard S. Mroz   122,000                        122,000 
David J. Nasca   112,500                        112,500 
C. Cathleen Raffaeli   112,500                        112,500 
Stephen S. Romaine   112,500                        112,500 
DeForest B. Soaries, Jr.   122,000                        122,000 
Carlos J. Vázquez   122,000                        122,000 
Ángela Weyne   112,500                        112,500 
Total Fees  $2,239,500    $    $   $   $   $    $2,239,500 

 

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Director Compensation Policy: Director Fee Opportunities

 

The Board establishes on an annual basis a Director Compensation Policy governing compensation for Board meeting attendance. This policy is established in accordance with the provisions of the Federal Home Loan Bank Act (Bank Act) and related Federal Housing Finance Agency. In sum, the applicable statutes and regulations allow each FHLBank to pay its Directors reasonable compensation and expenses, subject to the authority of the Director of the Finance Agency to object to, and to prohibit prospectively, compensation and/or expenses that the Director of the Finance Agency determines are not reasonable. The Director Compensation Policy provides that directors shall be paid a meeting fee for their attendance at meetings of the Board of Directors up to a maximum annual compensation amount as set forth in the Director Compensation Policy.

 

In determining appropriate and reasonable fee opportunities available to FHLBNY Directors, the Board takes into consideration the following factors:

 

  the desire to attract and retain highly qualified and skilled individuals in order to help guide a complex and highly-regulated financial institution that is subject to a variety of financial, reputational and other risks;

 

  the highly competitive environment for talent in the New York City metropolitan area  a center of world finance in which stock exchanges, securities companies and other sophisticated financial institutions are located;

 

  the demands of the Director position, including the time and effort that Directors must devote to FHLBNY and Board business  demands that have grown over the past several years;

 

  the overall performance of the FHLBNY, an institution that is a Federal Home Loan Bank System leader, a strong financial performer, a reliable source of liquidity for its customers, and a provider of a consistent dividend  and an institution which wishes to maintain this performance;

 

  information pertaining to compensation opportunities available to directors of other Federal Home Loan Banks; and

 

  director compensation surveys performed over time by outside compensation consulting firm McLagan, most recently in 2019  surveys which provide the Directors with the ability to compare Director compensation opportunities with compensation opportunities available at other institutions.

 

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The Board reviews the issue of appropriate and reasonable Director fee opportunities on an annual basis.

 

Below are tables summarizing the Director fees and the annual compensation limits that were set by the Board for 2020. Following these tables are additional tables summarizing the Director fees and the annual compensation limits set by the Board for 2021 (which reflect that there were no changes from 2020).

 

Director Fee Opportunities — 2020 (in whole dollars)      

 

     
Position  Fees For Each Board
Meeting Attended (Paid
Quarterly in Arrears)(b)
 
Chairman  $18,125 
Vice Chairman  $15,625 
Committee Chairs(a)  $15,250 
All Other Directors  $14,060 

 

Director Annual Compensation Limits — 2020 (in whole dollars)  

 

Position  Annual Limit 
Chairman  $145,000 
Vice Chairman  $125,000 
Committee Chairs(a)  $122,000 
All Other Directors  $112,500 

 

Director Fee Opportunities — 2021 (in whole dollars)

 

Position  Fees For Each Board
Meeting Attended (Paid
Quarterly in Arrears)(b)
 
Chairman  $18,125 
Vice Chairman  $15,625 
Committee Chairs(a)  $15,250 
All Other Directors  $14,060 

 

Director Annual Compensation Limits — 2021 (in whole dollars)

 

Position  Annual Limit 
Chairman  $145,000 
Vice Chairman  $125,000 
Committee Chairs(a)  $122,000 
All Other Directors  $112,500 

  

  (a) A Committee Chair does not receive any additional payment if he or she serves as the Chair of more than one Board Committee. In addition, the Board Chair and Board Vice Chair do not receive any additional compensation if they serve as a Chair of one or more Board Committees.

 

  (b) The numbers in this column represent payments for each of eight meetings attended by the Board Chair, the Board Vice Chair and the Committee Chairs. The numbers in this column also represent payments for each of seven meetings attended by all other Directors. If an eighth meeting is attended by the other Directors, they will receive $14,080 for that eighth meeting.

 

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Director Compensation Policy: Director Expenses

 

The Director Compensation Policy also authorizes us to reimburse Directors for necessary and reasonable travel, subsistence, and other related expenses incurred in connection with the performance of their official duties. For expense reimbursement purposes, Directors’ official duties can include:

 

¨ Meetings of the Board and Board Committees
¨ Meetings requested by the Federal Housing Finance Agency
¨ Meetings of Federal Home Loan Bank System committees
¨ Federal Home Loan Bank System director orientation meetings
¨ Meetings of the Council of Federal Home Loan Banks and Council committees
¨ Attendance at other events on behalf of the Bank with prior approval

  

PART IV

 

Item 15.Exhibits, Financial Statement Schedules.
Exhibit No.    Exhibit Description   Filed with
this Form 
10-K/A
         
31.1   Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.   X
31.2   Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.   X

 

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SIGNATURES  

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  Federal Home Loan Bank of New York
   
  By: /s/ Kevin M. Neylan
    Kevin M. Neylan
    Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
   

  

Date: July 28, 2021

 

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