UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 16, 2025
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FEDERAL HOME LOAN BANK OF INDIANAPOLIS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Federally Chartered
Corporation of the | 000-51404 | 35-6001443 |
| United States |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8250 Woodfield Crossing Blvd.
Indianapolis IN 46240
(Address of Principal Executive Offices, including Zip Code)
(317) 465-0200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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| o | Written communications pursuant to Rule 425 under the Securities Act |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 22, 2024, the Board of Directors ("Board") of the Federal Home Loan Bank of Indianapolis ("Bank") approved an incentive compensation plan, including 2025 annual award performance goals and deferred award performance goals ("Performance Goals" and collectively with the incentive plan, "2025 Plan"), effective January 1, 2025. The 2025 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 2025 Plan was subject to review and non-objection of the Federal Housing Finance Agency, which the Bank received on January 16, 2025.
2025 Plan Incentive Compensation Opportunities
The 2025 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 the 2025 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", such term being defined with particularity in the 2025 Plan, but that 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, 2025, and December 31, 2028, respectively. The following table sets forth each Officer's maximum award opportunities by position expressed as percentages of Compensation.
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| 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 2025 Plan
The actual cash award (if any) achieved under the 2025 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 2025 Plan.
Possible Additional Adjustment of Deferred Awards
Deferred awards under the 2025 Plan (if any) may be reduced or increased depending on the actual achievement levels. Specifically, deferred awards may be:
•reduced by up to 100% if the actual achievement is below the threshold level set forth in the 2025 Plan; or
•increased by up to 25% if the actual achievement is above such target.
Maximum Awards
Notwithstanding the foregoing, the 2025 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: return on capital stock; member advances; member participation; member engagement for AHP and voluntary programs; community impact; key risk metrics; workplace events focused on DEI education and impact; and community engagement through diversity, equity and inclusion-focused volunteerism. The Performance Goals for the deferred awards pertain to the achievement of the Bank’s goals for: regulatory capital to assets ratio, and prudential management standards.
Details on how achievement levels are determined and weighted for each Performance Goal are set forth in the 2025 Plan.
The foregoing description of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number | | Description |
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| 10.1 | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
Date: January 22, 2025
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| FEDERAL HOME LOAN BANK OF INDIANAPOLIS |
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| | By: | /s/K. LOWELL SHORT, JR. |
| | | K. Lowell Short, Jr. |
| | | Senior Vice President - Chief Accounting Officer |
