INDEPENDENT DIRECTOR NOMINATION PROCESS
The Housing and Economic Recovery Act of 2008 (Pub.L. 110-289) modified the Federal Home Loan Bank Act with regard to director elections. Prior to the change, the makeup of Board of Directors consisted of directors elected by members in that director’s state (elected directors) and directors appointed by the Federal Housing Finance Board (appointed directors). The legislative change eliminated the appointed director category, replacing it with independent directors. Independent directors are now elected by a plurality vote of the members, in accordance with procedures established by the Federal Housing Finance Agency.
As part of the independent director nomination process, members are permitted to nominate individuals meeting the legislative and regulatory requirements to serve as an independent director. To nominate an individual, you must have your nominee complete the attached independent director application and return it to the Federal Home Loan Bank of Pittsburgh’s office, 601 Grant Street, Pittsburgh PA 15219, attention Corporate Secretary. Applications may also be faxed to (412) 288-7315.
To be eligible, independent directors must demonstrate either (1) that he/she has experience in, or knowledge of, one or more of the following areas: auditing and accounting; derivatives; financial management; organizational management; project development; risk management practices; and the law; OR (2) that he/she has more than four years experience representing consumer or community interests in banking services, credit needs, housing or consumer financial protections. In addition, nominees for an independent directorship must be free of conflicts of interest further described in the attached independent director application. All independent directors must be U.S. citizens.
Pursuant to Federal Housing Finance Agency regulations, the Board of Directors will determine the slate of nominees, which will then be voted on by the members.