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
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| Date of Report (Date of Earliest Event Reported): | | March 26, 2010 |
Federal Home Loan Bank of New York
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(Exact name of registrant as specified in its charter)
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| Federally Chartered Corporation | 000-51397 | 136400946 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 101 Park Avenue, Floor 5, New York, New York | | 10178-0599 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 212-441-6616 |
Not Applicable
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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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 26, 2010, the Federal Home Loan Bank of New York ("Bank") distributed to its employees copies of the Bank’s 2010 Incentive Compensation Plan (the "2010 Plan"). In the memo accompanying the distribution, the Bank noted that the 2010 Plan had been approved by the Compensation and Human Resources Committee ("Committee") of the Bank’s Board of Directors and then sent to the Bank’s safety and soundness regulator, the Federal Housing Finance Agency ("FHFA") for their review. The 2010 Plan is subject to revision as a result of any feedback that may be received from the FHFA in the future. Until such time as it receives feedback from the FHFA, the Bank will operate as if the 2010 Plan is in effect as currently structured.
Objective of the 2010 Plan
The objective of the Bank’s 2010 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 2010 Plan is also intended to help retain employees by affording them the opportunity to share in the Bank's performance results. The 2010 Plan seeks to accomplish these objectives by linking annual cash pay-out award opportunities to Bank performance and to individual performance. All salaried exempt employees are eligible to participate in the 2010 Plan.
Measurements Used by the 2010 Plan
The 2010 Plan incorporates two sets of goals: (a) Bankwide performance goals, and (b) individual performance goals.
The three Bankwide performance goals are: "Business Effectiveness"; "Mission Effectiveness"; and, "Growth Effectiveness".
The Business Effectiveness goal is measured by 1) "Dividend Capacity" as forecasted in the Bank’s 2010 business plan and 2) the "Enterprise Risk" level in the Bank’s 2010 business plan balance sheet as measured by the methodology used to calculate the Bank’s retained earnings target. The Bank’s Mission Effectiveness goal is me asured by the Bank’s achievements in specific areas of housing and community development activities. Finally, the Bank’s Growth Effectiveness goal is measured by the number of new members and other activities during 2010 to position the Bank for future growth and mission fulfillment.
The Bankwide performance goals specify performance levels as well as the achievement levels required to receive incentive award amounts. ‘Threshold’ performance level(s) are the minimum performance that results in the lowest compensation award. ‘Target’ performance level(s) are designed to be attainable, but not without significant effort. ‘Maximum’ performance level(s) represent a "reach" for the Bank.
Separately, the individual performance goals utilize individual, department and group performance measures where appropriate and applicable.
Determining Incentive Compensation Award Payout Opportunities Under the 2010 Plan
Under the 2010 Plan, el igible employees are assigned an incentive compensation award opportunity which is expressed as a percentage of the employee’s base salary for the 2010 Plan year. With respect to the Bank’s President (who is also the Bank’s principal executive officer), the incentive compensation award opportunity for 2010 is as follows:
20% of Base Salary (Threshold)
40% of Base Salary (Target)
80 % of Base Salary (Maximum)
With respect to the rest of the Management Committee members, a group which includes all other named executive officers (including the principal financial officer), the incentive compensation award opportunity for 2010 is as follows:
15% of Base Salary (Threshold)
30% of Base Salary (Target)
60% of Base Salary (Maximum)
In addition, when employees are individually evaluated, they receive one of five performance ratings: "Outstanding"; "Exceeds Requirements"; "Meets Requirements"; "Needs Improvement" and "Unsatisfactory". Plan participants that are rated "Exceeds Requirements" or "Outstanding" on their individual performance evaluations will receive an amount equal to an additional 3% or 6%, respectively, of their base salary added to their 2010 Plan award. 2010 Plan awards will only be paid to participants who have attained at least a specified threshold rating within the "Meets Requirements" category on their individual performance evaluations and who do not have any unresolved disciplinary matters. Participants may receive a 2010 Plan award payment even if Bankwide goal results are such that no payments are awarded for the Bankwide portion of the Incentive Plan.
Weighting of Bankwide Goals and Individual Goals Under the 2010 Plan
The Bank believes that employees at higher ranks have a greater degree of impact on the achievement of Bankwide goals than employees at lower ranks. Therefore, employees at higher ranks have a greater weighting placed on the Bankwide performance component of their incentive award opportunities as opposed to the individual performance component. For the Bank’s President and the other Management Committee members, the overall incentive compensation opportunity in the 2010 Plan is weighted 90% on Bankwide performance goals and 10% on individual performance goals.
The 2010 Plan will be administered by the President, subject to any requirements for review and approval by the Committee that the Committee may establish. The results of the Bankwide goals and the resulting awards, if any, will be reviewed and approved by the Committee before disbursement. In all areas not specifically reserved by the Committee for its review and approval, the decisions of the President or his designee concerning the Plan shall be binding on the Bank and on all Participants.
Clawback Provision in the 2010 Plan
The 2010 Plan includes a "clawback" provision which requires employees at the rank of Vice President and above to return the portion of 2010 Plan payments that were improperly made if the Bank were fo und to have materially misstated financial, risk or other measures that affected the calculation of results used for the 2010 Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Federal Home Loan Bank of New York |
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| April 1, 2010 | | By: | | /s/ Patrick A. Morgan
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| | | | | Name: Patrick A. Morgan |
| | | | | Title: Senior Vice President and Chief Financial Officer |
