Federal Home Loan Bank of Des Moines 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 30, 2025

Federal Home Loan Bank of Des Moines

__________________________________________

(Exact name of registrant as specified in its charter)

Federally Chartered Corporation of the United States	000-51999	42-6000149
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

909 Locust Street
Des Moines, Iowa	50309
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 515-412-2100

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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if they 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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Incentive Plan

On January 30, 2025, the Federal Home Loan Bank of Des Moines (“Bank”) received a non-objection letter from the Federal Housing Finance Agency (“FHFA”) concerning the Bank’s Executive Incentive Plan (“EIP”). The EIP had previously been approved by the Bank’s Board of Directors (“Board”), subject to receipt of FHFA non-objection. The EIP is effective retroactively to January 1, 2025. The EIP provides incentive compensation arrangements for certain Bank employees, including the Bank’s chief executive officer, chief financial officer and other named executive officers.

Notwithstanding the formulaic method for determining awards, actual payouts under the EIP are subject to the discretion of the Human Resources and Compensation Committee (“Compensation Committee”) of the Board, and the Compensation Committee may adjust payouts based upon several factors as set forth in the EIP. The Compensation Committee may amend the goals and/or related award opportunities at any time, subject to the review and non-objection of the FHFA. The goals and/or related award opportunities under the EIP may also be amended based on any recommendations received from the FHFA.

Under the EIP, incentive award opportunities for Bank-wide performance goals are based upon established “threshold,” “target” and “maximum” award levels. Eligible employees are assigned an incentive compensation award opportunity expressed as a percentage of the employee’s base salary. The Bank-wide Goals are based on certain measures of success aligned with the Bank’s Strategic Business Plan, and are as follows:

•Improve Advance Penetration (15% total weight) measured by the dollar amount of advance usage relative to each member’s total assets in the Bank’s district;

•Core Product Utilization (15% total weight) measured by utilization of core products by all Bank members;

•Affordable Housing and Community Development Mission (30% total weight) measured by the sum of member participation in the Bank’s core and discretionary housing mission products;

•Financial Performance (20% total weight) measured by the Spread Between Adjusted Return on Capital Stock and the Average Secured Overnight Financing Rate;

•Operational Continuous Improvement (10% total weight) measured by the implementation of key systems and operational initiatives; and

•Diversity, Equity and Inclusion (10% total weight) measured by the achievement of workforce and supplier strategic objective goals.

For the Bank’s named executive officers, the overall incentive award opportunity under the EIP is weighted 100% on overall Bank-wide Goals. With respect to the Bank’s President and Chief Executive Officer, the 2025 EIP incentive award opportunity is between 50% (threshold) and 100% (maximum) of base salary, with a target of 80%. For the Bank’s other named executive officers, the EIP incentive award opportunity is within a range between 40% (threshold) and 80% (maximum) of base salary, with a target of 60%.

For the Bank’s named executive officers, the EIP requires that 50% of the incentive award is deferred and paid one-third annually over the course of three years. The Compensation Committee will consider sustained achievement of goals and other factors as set forth in the EIP when determining deferred incentive payouts.

The above description of the EIP is qualified in its entirety by reference to the complete text of the EIP, which is included as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number 10.1    Federal Home Loan Bank of Des Moines Executive Incentive Plan

Exhibit Number 104    Cover Page Interactive Data File (embedded within the inline XBRL document)    

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Federal Home Loan Bank of Des Moines
February 5, 2025	By:	/s/ Robert W. Dixon
		Name: Robert W. Dixon
		Title: General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Federal Home Loan Bank of Des Moines Executive Incentive Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)