Capitol FederalFinancial

EX-10.8 2 ex10_8.htm CFFN EXHIBIT 10.8 NAMED EXECUTIVE OFFICER SALARY AND BONUS ex10_8.htm
 
 Capitol Federal Financial
 
 
Exhibit 10.8
 
 
Named Executive Officer Salary and Bonus Arrangements
 
 
Base Salaries
 
 
The base salaries, effective July 5, 2008, for the executive officers (the "named executive officers") of Capitol Federal Financial who will be named in the compensation table that appears in the Company's annual meeting proxy statement for the fiscal year ended September 30, 2008 are as follows:
 
Name and Title
Base Salary
   
John B. Dicus
President and Chief Executive Officer
$490,000
   
John C. Dicus
Chairman of the Board
$412,000
   
R. Joe Aleshire
Executive Vice President
$220,000
   
Larry K. Brubaker
Executive Vice President
$220,000
   
Kent G. Townsend
Chief Financial Officer
$220,000

 
Bonus Plans
 
On December 12, 2005, the Compensation Committee of the Company’s board of directors approved a short-term performance plan (the “STPP”).  The STPP was filed on December 14, 2005 as Exhibit 10.10 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2005.  The STPP will expire following the payment of bonuses for fiscal 2013.  The STPP provides for annual bonus awards, as a percentage of base salary, to selected management personnel based on the achievement of pre-established corporate and individual performance criteria.  Awards, if any, are typically made in January for the fiscal year ended the preceding September 30th.  On November 25, 2008, the Compensation Committee of the Company’s board of directors approved changes to the STPP.  Two changes were made to the plan.  The first change limits the number of combinations of institutional performance criteria and personal performance criteria for officer levels to two and the second provides for an officer's maximum bonus amount to be adjusted for promotion or demotion.  The STPP is included as Exhibit 10.10 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

The corporate performance criteria under the STPP are comprised of targeted levels of the Company’s return on average equity, basic earnings per share and efficiency ratio.  For each executive officer named below, 90% of his award will continue to be based on the attainment of corporate performance goals, with the remainder based on his achievement of individual performance objectives.

Under the STPP, the maximum potential annual bonus awards for the executive officers whom the Company believes are likely to be named in the summary compensation table in the Company’s proxy statement for its annual meeting of stockholders following the end of fiscal year 2008 are as follows:  John C. Dicus, Chairman, 60% of base salary; John B. Dicus, President and Chief

 
 

 

Executive Officer, 60% of base salary; Larry K. Brubaker, Executive Vice President for Corporate Services, 40% of base salary; Kent G. Townsend, Executive Vice President and Chief Financial Officer, 40% of base salary; and Richard J. Aleshire, Executive Vice President for Retail Operations, 40% of base salary.

On December 7, 2006, the Compensation Committee of the Company’s board of directors approved a deferred incentive bonus plan (the “DFIB”).  The DFIB was originally filed on December 14, 2006 as Exhibit 10.4 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2006.  An amended DFIB was filed on August 4, 2008 and is incorporated by reference as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.  The DFIB was amended to comply with Internal Revenue Service regulations.  Under the DFIB, a portion of the bonus awarded under the STPP (from $2 thousand to as much as 50% of the award, up to a maximum of $100 thousand) to an officer eligible to participate in the DFIB may be deferred under the DFIB for a three year period.  The total amount of the deferred bonus, plus a 50% Company match, is deemed to be invested in the Company’s common stock at the closing price as of the December 31st immediately preceding the deferral date.  If the participant is still employed at the end of the deferral period, the participant will receive a cash payment equal to the sum of: (1) the deferred amount, (2) the Company match, (3) the value of all dividend equivalents paid during the deferral period on the Company common stock in which the participant is deemed to have invested and (4) the appreciation, if any, during the deferral period on the Company common stock in which the participant is deemed to have invested.