Federal Home Loan Bank of Boston

10/23/2026 | Press release | Distributed by Public on 10/23/2026 11:10

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On October 23, 2026, the Federal Home Loan Bank of Boston's (the Bank's) board of directors (the Board) declared four individuals elected in the Bank's 2026 election of directors (the Annual Director Election), with a term to begin January 1, 2027, and end December 31, 2030. The Board is constituted of member and independent directors who are elected by the Bank's members, as discussed under Item 10 - Directors, Executive Officers and Corporate Governance of the Bank's 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2026 (the 2025 Annual Report).
These elections took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act of 1932 (the Act) and the related regulations (the Applicable Regulations) of the Federal Housing Finance Agency (FHFA), the Bank's primary regulator. For a description of the Bank's director election process, see Item 10 - Directors, Executive Officers and Corporate Governance of the 2025 Annual Report.
The Board declared the following individuals elected as member directors (the Member Directors-elect):
•Christopher J. Logan, president and chief executive officer of Bank of New Hampshire in Laconia, New Hampshire, elected to fill a member directorship designated for the State of New Hampshire; and
•Caroline R. Carpenter, president and chief executive officer of National Bank of Middlebury in Middlebury, Vermont, elected to fill a member directorship designated for the State of Vermont.
In addition, after reviewing the results of the members' votes in the independent director election, the Board declared the following individuals elected as independent directors, with Mr. Tourigny elected as a public interest independent director (together with Member Directors-elect, the Directors-elect):
•Duncan Barnard, chief internal auditor of CLS Bank in New York, New York; and
•Robert Tourigny, executive director of NeighborWorks Southern New Hampshire in Manchester, New Hampshire.
The Board has not yet determined on which committees the Directors-elect will serve in 2027. The Bank expects to compensate the Directors-elect under the 2027 Director Compensation Policy.
Pursuant to the Applicable Regulations, the Bank's member directors, including Member Directors-elect, serve as officers or directors of Bank members. The Bank is a cooperative and conducts business primarily with its members, which are required to own capital stock in the Bank as a prerequisite to transacting certain business with the Bank. Subject to the Act and the Applicable Regulations, the Bank may conduct business with members whose officers or directors serve on the Board, including:
•extending credit in the ordinary course of business to such members, on market terms that are no more favorable to such members than the terms of comparable transactions with other members;
•purchasing short- and long-term investments, at market rates, from such members or their affiliates;
•entering into interest-rate-exchange agreements on market terms with affiliates of such members as counterparties; and
•providing affordable housing benefits in conjunction with such members, or affiliates of such members, on terms and conditions that are no more favorable to such members than the terms and conditions of comparable transactions with other members.
All of the foregoing transactions are made in the ordinary course of the Bank's business and are subject to the same Bank policies as transactions with the Bank's members, housing associates, and third parties generally. For further information, see Item 13 - Certain Relationships and Related Transactions, and Director Independence of the 2025 Annual Report.
The Director Compensation Policy - 2027
On October 23, 2026, the Board approved the Director Compensation Policy - 2027 (the 2027 Director Compensation Policy), pursuant to which the Bank expects to compensate its directors for 2027, including any newly elected directors.
Summary. The 2027 Director Compensation Policy provides for fees paid for attendance at board and committee meetings and retainers paid in arrears at the end of each quarter. The policy provides for maximums on total director compensation and potential reduction based on attendance and performance.
Attendance Fees. The following table sets forth the attendance fees.
Per Board Meeting Per Committee Meeting Virtual Attendance Maximum Attendance Fees
Chair $13,680 $2,960 $1,770 $110,000
Vice Chair $11,830 $2,960 $1,770 $94,700
Audit, Human Resources & Compensation, and Risk Committee Chairs $11,420 $2,960 $1,770 $91,400
Other Committee Chairs $10,770 $2,960 $1,770 $86,210
Other Directors $9,710 $2,960 $1,770 $82,000
Quarterly Retainers. The following table sets forth the quarterly retainers.
Quarterly Retainer Annual Retainer
Chair $13,750 $55,000
Vice Chair $11,825 $47,300
Audit, Human Resources & Compensation, and Risk Committee Chairs $11,400 $45,600
Other Committee Chairs $11,000 $44,000
Other Directors $10,250 $41,000
Maximum Compensation. The following table sets forth maximum director compensation.
Maximum Attendance Fees Maximum Retainer Total Maximum Compensation
Chair $110,000 $55,000 $165,000
Vice Chair $94,700 $47,300 $142,000
Audit, Human Resources & Compensation, and Risk Committee Chairs $91,400 $45,600 $137,000
Other Committee Chairs $86,210 $44,000 $130,210
Other Directors $82,000 $41,000 $123,000
The Bank will also pay/reimburse directors for reasonable expenses related to the directors' attendance at Board meetings.
Reduction in Compensation Based on Attendance and Performance. The Board may vote to reduce or eliminate a director's final quarterly retainer payment if (i) the director has not attended at least 75% of all regular and special meetings of the Board and the committees on which the director served during the year, or (ii) the Board determines the director has consistently demonstrated a lack of engagement and participation in meetings attended.
The foregoing description of the 2027 Director Compensation Policy is qualified in its entirety by reference to the copy of the 2027 Director Compensation Policy included herein as Exhibit 10.1 and incorporated herein by reference.
Directors are entitled to participate in the Bank's nonqualified, unfunded deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of his or her compensation.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Director Election was conducted online. No in-person meeting of the members was held in connection with the Annual Director Election. The Board declared the results final on October 23, 2026, as described in Item 5.02 of this Current Report.
Member Director Elections
As discussed in Item 5.02 of this Current Report, the Bank conducted an election for one member director for the State of New Hampshire and another for the Sate of Vermont. The following is a tally of the vote for those directorships:
New Hampshire
Number of NH Members Voting in Election (Total Ballots Received) 22
Percent of NH Members Voting in Election 68.8%
Total Number of Eligible Votes in NH (Potential for one position) 417,333
Name
Member
Number of Votes
Received
Christopher J. Logan
(elected)
President and Chief Executive Officer
Bank of New Hampshire, Laconia, NH
 		187,680
Jason C. Hicks
 		Executive Vice President and Chief Financial Officer
Meredith Village Savings Bank, Meredith, NH 		101,236
Vermont
Number of VT Members Voting in Election (Total Ballots Received) 12
Percent of VT Members Voting in Election 38.7%
Total Number of Eligible Votes in VT (Potential for one position) 290,351
Name
Member
Number of Votes
Received
Caroline R. Carpenter
(elected)
President and Chief Executive Officer
National Bank of Middlebury, Middlebury, VT
 		136,150
Christopher L. Caldwell
 		President and Chief Executive Officer
Community National Bank, Newport, VT 		1,441
Independent Directors Election
As discussed in Item 5.02 of this Current Report, the Bank conducted elections for two independent directors, with one of those being a public interest independent directorship. Under the Applicable Regulations, in an election for an independent directorship, when the number of nominees is equal to the number of independent directorships to be filled, a candidate for an independent directorship must receive at least 20 percent of the number of votes eligible to be cast in the election in order to be elected. The results of the votes for the independent director candidates are as follows:
INDEPENDENT
Number of Members Voting in Election (Total Ballots Received) 116
Total Number of Eligible Votes (Potential) 7,996,160
20% Threshold Requirement 1,599,232
Name
Affiliation
Number of Votes
Received
Duncan Barnard Chief Internal Auditor
CLS Bank, New York, NY 		2,249,222
Robert Tourigny (elected to public interest independent directorship)
Executive Director
NeighborWorks Southern New Hampshire, Manchester, NH 		2,376,855
Federal Home Loan Bank of Boston published this content on October 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 23, 2026 at 17:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]