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(Address of Principal Executive Offices, including Zip Code)
i(317)i465-0200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report.)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
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communications pursuant to Rule 13e-4(c) under the Exchange Act
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
None
None
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company io
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2022, the Board of Directors ("Board") of the Federal Home Loan Bank of Indianapolis ("Bank") approved an incentive plan, including 2022 annual award performance goals and deferred award performance goals
("Performance Goals" and collectively with the incentive plan, "2022 Plan"), effective January 1, 2022. The 2022 Plan provides incentive compensation award opportunities for the Bank’s principal executive officer, principal financial officer, and other named executive officers (the "Officers"), as well as for certain other Bank employees. The 2022 Plan was subject to the non-objection of the Federal Housing Finance Agency, which the Bank received on April 8, 2022.
2022 Plan Incentive Compensation Opportunities
The 2022 Plan provides each Officer with opportunities to earn an annual award and a deferred award of cash compensation. Both annual awards and deferred awards are subject to the satisfaction
of certain achievement levels, as detailed in 2022 Plan, and failure to meet the required achievement levels can result in the reduction or elimination of the awards. The maximum opportunity for each award is based on the Officer's position and is a percentage of the Officer's "Compensation", which term is defined with particularity in the 2022 Plan but generally refers to the plan participant's annualized base salary as of the end of the annual performance period. The performance periods for the annual award and deferred award end on December 31, 2022 and December 31, 2025, respectively. The following table sets forth each Officer's maximum award opportunities by position expressed as percentages of Compensation.
Maximum
Award Opportunities
Officer's Position
Annual Award
Deferred Award
Chief Executive Officer
50%
50%
Executive Vice President
40%
40%
Senior Vice President
35%
35%
Calculation
of Awards Payable under the 2022 Plan
The actual cash award (if any) achieved under the 2022 Plan for each Officer is determined after the end of the performance period and is the product of the Officer's:
•Compensation;
•maximum award opportunity for the relevant award (as per the above table) with the percentage expressed as a decimal (e.g., 35% is expressed as 0.35); and
•actual achievement levels for the related Performance Goals with each Performance Goal weighted as set forth in the 2022 Plan.
Possible Additional Adjustment of Deferred Awards
Deferred
awards under the 2022 Plan (if any) may be reduced or increased depending on the actual achievement levels. Specifically, deferred awards may be:
•reduced by up to 25% if the actual achievement is below the target level set forth in the 2022 Plan; or
•increased by up to 25% if the actual achievement is above such target.
Maximum Awards
Notwithstanding the foregoing, the 2022 Plan provides that no award may exceed 100% of a participant's Compensation.
The
Performance Goals
The Performance Goals are established by the Board and relate to the Bank's mission. The Performance Goals for the annual awards pertain to achievement of the Bank's goals for: profitability; member education and outreach; fee income; community investment program advances; enterprise risk management objectives; diversity, equity, and inclusion objectives; member-facing technology; and automation. The Performance Goals for the deferred awards pertain to the achievement of the Bank’s goals for: profitability, retained earnings and prudential management standards.
Details on how achievement levels are determined and weighted for each Performance Goal are set forth in the 2022 Plan.
The foregoing description of the 2022 Plan does not purport to be complete and is qualified
in its entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.