UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
Indymac
Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
þ
|
|
No fee required.
|
|
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
|
|
o
|
|
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
|
Persons who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control number.
|
March 24, 2008
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of IndyMac Bancorp, Inc. (Indymac). The
meeting will be held on May 1, 2008, at 9:00 a.m. at
Indymacs offices at 3465 East Foothill Boulevard,
Pasadena, California.
In advance of the meeting, I encourage you to read the annual
shareholder letter, which we released last month, as in it I
provide my assessment of how the mortgage industry and Indymac
got to where we are today as well as our plans for returning
Indymac to profitability in 2008. The bottom line is that 2007
was an incredibly tough year for Indymac Bank and for you, our
stockholders, and the difficult mortgage market continues today.
The unprecedented crisis in the housing and mortgage industries
has also been difficult for Indymacs employees, management
team and Board of Directors, and we have clearly suffered along
with our stockholders as our business has eroded and our stock
price has declined precipitously. At December 31, 2006,
when our stock was valued at $45.83 a share, our Executive
Officers and Directors owned stock and had vested options worth
a total of $129 million. During 2007, no Executive Officers
or Directors of Indymac sold stock or exercised options, and
today, with our stock at $6.20 as of February 29, 2008,
this group had lost 97% of the $129 million in value it had
as of the end of 2006. Clearly, just as you are not pleased with
Indymacs performance, I can assure you that we are not
pleased either. But I can also assure you that we are working
tirelessly to fight our way through the tough market we are
facing, and I am confident that Indymac will be a survivor and
will emerge as a stronger competitor than ever once the housing
and mortgage markets do recover.
We hope you will join us at the Annual Meeting, as during the
meeting I plan to further elaborate on our outlook for 2008 and
how we plan to adapt and improve our performance in light of
market conditions. Even if you do plan to attend the meeting, we
encourage you to sign, date and return the enclosed proxy card,
or submit your proxy vote via telephone or the Internet. You may
still vote in person at the Annual Meeting if you desire by
withdrawing your proxy, but returning your proxy card now, or
submitting your voting instructions via telephone or the
Internet, will assure that your vote is counted if your plans
change and you are unable to attend the meeting.
As set forth in the attached Proxy Statement, the meeting will
be held to consider the following matters:
|
|
|
|
|
The election of 10 directors
|
|
|
|
The ratification of the appointment of Indymacs
independent auditors for 2008.
|
Your vote is important, regardless of the number of shares you
own. We urge you to indicate your approval by voting FOR each of
the matters indicated in the notice and described in the proxy
statement. With that said, I want to remind you of what I stated
in my annual shareholder letter. While I am confident that I am
the person most capable of leading Indymac through this crisis
period and rebuilding shareholder value, and I have the support
of the management team, board of directors and our regulators,
if you dont share this view, I respect and understand
this, and you will have the opportunity to make a leadership
change with your vote. If I am not re-elected to the board, I
will respect the shareholders
decision and resign my positions
as Chief Executive Officer of Indymac Bancorp, Inc. and Indymac
Bank. While this resignation would trigger the termination for
Good Reason clause of my employment agreement, I will forfeit
any severance due except for continuing health benefits.
Thank you for your support of Indymac. I look forward to seeing
you at the Annual Meeting.
Sincerely,
Michael W. Perry
Chairman and Chief Executive Officer
INDYMAC
BANCORP, INC.
888 East Walnut Street
Pasadena, California 91101
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 1, 2008
Location,
Date and Proposals
The Annual Meeting of Stockholders (the Annual
Meeting) of IndyMac Bancorp, Inc. (Indymac)
will be held at Indymacs offices located at 3465 East
Foothill Boulevard, Pasadena, California on May 1, 2008 at
9:00 a.m., local time, for the following purposes:
1. To elect the Board of Directors for the ensuing year;
|
|
|
|
2.
|
To ratify the appointment of Ernst & Young LLP as
Indymacs independent auditors for the year ending
December 31, 2008; and
|
|
|
3.
|
To transact such other business as may properly come before the
meeting or any adjournment thereof.
|
The proposals described above are described more fully in the
accompanying proxy statement, which forms a part of this Notice.
Attendance
Requirements
If you plan to attend the Annual Meeting, please notify the
undersigned at the address set forth above so that appropriate
preparations can be made. Please note that picture
identification will be required for entry into the Annual
Meeting.
Record
Date
The Board of Directors has fixed March 3, 2008 as the
record date for the Annual Meeting. Only stockholders of record
at the close of business on that date will be entitled to notice
of and to vote at the Annual Meeting or any adjournments or
postponements of the Annual Meeting. A list of those
stockholders will be available for inspection at our offices
located at 888 East Walnut Street, Pasadena, California 91101
commencing at least ten days before the Annual Meeting.
Proxy
Card
Whether or not you plan to attend the Annual Meeting, please
sign, date and return the enclosed proxy card, or submit your
voting instructions electronically or via telephone in the
manner described on the enclosed proxy card. If you choose to
return the enclosed proxy card via United States mail, a return
envelope that requires no postage for mailing in the United
States is enclosed for this purpose. If you are present at the
Annual Meeting you may, if you wish, withdraw your proxy and
vote in person. Thank you for your interest and consideration of
the proposals listed above.
By Order of the Board of Directors
Christina Ching
Senior Vice President
Corporate Secretary
And Chief Governance Officer
March 24, 2008
EACH VOTE IS IMPORTANT. TO VOTE YOUR SHARES,
PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY CARD AND MAIL
IT IN THE ENCLOSED RETURN ENVELOPE, OR SUBMIT YOUR VOTING
INSTRUCTIONS ELECTRONICALLY OR VIA TELEPHONE IN THE MANNER
DESCRIBED ON THE ENCLOSED PROXY CARD.
INDYMAC
BANCORP, INC.
888 East Walnut Street
Pasadena, California 91101
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 1, 2008
Location,
Date, Mailing Date
This Proxy Statement is furnished to stockholders of IndyMac
Bancorp, Inc. (Indymac, the Company,
we, us or our) in connection
with the solicitation by the Board of Directors of Indymac of
proxies to be voted at the 2008 Annual Meeting of Stockholders
(the Annual Meeting) to be held at our offices
located at 3465 East Foothill Boulevard, Pasadena, California on
May 1, 2008, at 9:00 a.m., local time, or at any
adjournment or postponement of the Annual Meeting. We expect to
mail the proxy solicitation materials for the Annual Meeting on
or about March 24, 2008.
Proxy
Solicitation
The principal solicitation of proxies for the Annual Meeting is
being made by mail. Officers, directors and employees of
Indymac, none of whom will receive additional compensation for
their assistance, may also solicit proxies by telephone or other
personal or electronic contact. Indymac has retained
Morrow & Co., LLC to assist in the solicitation of
proxies for an estimated fee of $9,000 plus reimbursement of
expenses. Indymac will bear the cost of the solicitation of
proxies, including postage, printing and handling, and will
reimburse brokerage firms and other record holders of shares
beneficially owned by others for their reasonable expenses
incurred in forwarding solicitation material to beneficial
owners of shares.
Revocation
of Proxy
A stockholder may revoke his or her proxy at any time before it
is voted by delivering a later dated, signed proxy or other
written notice of revocation to the Corporate Secretary of
Indymac. Any stockholder present at the Annual Meeting may also
withdraw his or her proxy and vote in person on each matter
brought before the Annual Meeting. All shares represented by
properly signed and returned proxies in the accompanying form,
unless revoked, will be voted in accordance with the
instructions given on the proxy. If no instructions are given,
the shares will be voted in favor of Proposals One and Two
described in this Proxy Statement.
Record
Date
Only holders of shares of Indymacs Common Stock, par value
$0.01 per share (the Common Stock), of record at the
close of business on March 3, 2008 will be entitled to
notice of and to vote at the Annual Meeting or at any
postponement or adjournment thereof. On the record date,
82,539,252 shares of Common Stock were outstanding.
Stockholders will each be entitled to one vote per share of
Common Stock held by them.
(i)
Quorum
Requirements
Votes cast in person or by proxy at the Annual Meeting will be
tabulated by the inspector of elections appointed for the
meeting. Pursuant to Indymacs Bylaws and the Delaware
General Corporation Law (the DGCL), the presence of
the holders of shares representing a majority of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting,
whether in person or by proxy, is necessary to constitute a
quorum for the transaction of business at the Annual Meeting.
Abstentions and broker non-votes (that is, proxies
from brokers or nominees that do not have discretionary
authority to vote on a matter and have not received voting
instructions from the beneficial owners or other persons
entitled to vote with respect to such matter) will be treated as
present for purposes of determining the presence of a quorum.
Vote
Requirements
In accordance with Indymacs Bylaws, for a director nominee
to be elected, other than in a contested election (i.e., where
the number of director nominees exceeds the number of directors
to be elected), the director nominee must receive a majority of
votes cast with respect to such director nominee, which means
that there must be more votes cast for than votes
cast against the director nominee. According to
Indymacs Bylaws, shares represented by proxies that
reflect abstentions will not be treated as votes cast for the
election of directors. As a result, abstentions will not affect
the election of director nominees. Indymacs Bylaws also
provide that in a contested election of directors the director
nominees shall be elected by a plurality of the shares present
or represented by proxy and entitled to vote on the election of
directors.
At the Annual Meeting, the election of each of the director
nominees under Proposal One will require that the votes
cast for a director nominee exceed the votes cast against the
director nominee (assuming that the number of director nominees
does not exceed the number of directors to be elected) and the
approval of Proposal Two will require the affirmative vote
of a majority of the shares of Common Stock present or
represented by proxy and entitled to vote on the proposal at the
Annual Meeting. For purposes of determining approval of
Proposal Two, abstentions will be deemed present and
entitled to vote and will, therefore, have the same legal effect
as a vote against Proposal Two.
A broker non-vote will be deemed not entitled to
vote on the proposal for which the non-vote is indicated
and will, therefore, have no legal effect on the voting for
Proposals One and Two.
Availability
of Proxy Materials
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on May 1, 2008: This
Proxy Statement and the 2007 Annual Report to Stockholders are
available at
http://about.indymacbank.com/annualreports
.
RECEIVE
YOUR ANNUAL REPORT AND
PROXY STATEMENT ON-LINE NEXT YEAR
You can save Indymac future postage and printing expense by
consenting to receive future annual reports and proxy statements
over the Internet instead of receiving paper copies in the mail.
Stockholders will be given the opportunity to consent to future
Internet delivery. You may consent to future Internet delivery
by so indicating in the space provided on the enclosed proxy
card. For some
(ii)
stockholders this option will only be available if the brokerage
firm, bank or other record holder of their shares makes
appropriate provision to obtain such consent, or if they vote
electronically by the Internet when they vote their proxy this
year.
If you are not given an opportunity to consent to Internet
delivery when you vote your proxy, contact the bank, broker or
other holder of record through which you hold your shares and
inquire about the availability of this means of delivery to you.
If you consent, your account will be so noted and, when the
proxy statement for the 2009 Annual Meeting of Stockholders and
Indymacs 2008 Annual Report become available, you will be
notified on how to access them on the Internet.
Stockholders who elected last year to receive their Indymac
materials via the Internet this year will be notified of the
Internet location of the materials at the same time the
materials are distributed to all other Indymac stockholders.
If you elect to receive your Indymac materials via the Internet,
you can still request paper copies free of charge by writing to
Investor Relations at IndyMac Bancorp, Inc., 888 East Walnut
Street, Pasadena, California
91101-5646.
In addition, if you own Common Stock in more than one account,
such as individually and also jointly with your spouse, you may
receive more than one set of these proxy materials. To assist us
in saving money and to provide you with better shareholder
services, we encourage you to have all your accounts registered
in the same name and address.
(iii)
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
2
|
|
|
|
|
4
|
|
|
|
|
5
|
|
|
|
|
10
|
|
|
|
|
12
|
|
|
|
|
12
|
|
|
|
|
13
|
|
|
|
|
16
|
|
|
|
|
16
|
|
|
|
|
18
|
|
|
|
|
20
|
|
|
|
|
23
|
|
|
|
|
23
|
|
|
|
|
23
|
|
|
|
|
24
|
|
|
|
|
24
|
|
|
|
|
24
|
|
|
|
|
24
|
|
|
|
|
25
|
|
|
|
|
25
|
|
|
|
|
26
|
|
|
|
|
27
|
|
|
|
|
27
|
|
|
|
|
30
|
|
|
|
|
31
|
|
|
|
|
31
|
|
|
|
|
32
|
|
|
|
|
33
|
|
|
|
|
34
|
|
|
|
|
35
|
|
|
|
|
35
|
|
|
|
|
35
|
|
|
|
|
35
|
|
|
|
|
36
|
|
|
|
|
38
|
|
|
|
|
38
|
|
|
|
|
39
|
|
|
|
|
39
|
|
|
|
|
41
|
|
|
|
|
42
|
|
|
|
|
42
|
|
(iv)
|
|
|
|
|
|
|
|
42
|
|
|
|
|
44
|
|
|
|
|
44
|
|
|
|
|
50
|
|
|
|
|
50
|
|
|
|
|
51
|
|
|
|
|
52
|
|
|
|
|
55
|
|
|
|
|
56
|
|
|
|
|
57
|
|
|
|
|
57
|
|
|
|
|
57
|
|
|
|
|
59
|
|
|
|
|
60
|
|
|
|
|
61
|
|
|
|
|
61
|
|
|
|
|
62
|
|
|
|
|
63
|
|
|
|
|
63
|
|
|
|
|
64
|
|
|
|
|
67
|
|
|
|
|
67
|
|
|
|
|
68
|
|
|
|
|
68
|
|
(v)
QUESTIONS
AND ANSWERS REGARDING THIS PROXY STATEMENT
Why
did I receive these proxy materials?
The Board of Directors of Indymac is providing these materials
to you in connection with Indymacs upcoming Annual Meeting
of Stockholders. As a stockholder, you are invited to attend the
Annual Meeting and entitled to vote on the items of business
described in this Proxy Statement.
What
information is contained in this Proxy Statement?
The information contained in this Proxy Statement describes the
proposals to be voted on at the upcoming Annual Meeting, the
voting process, compensation of the Companys directors and
most highly paid executives, and certain other required
information.
Who is
entitled to vote?
Only shareholders of record at the close of business on
March 3, 2008, will be entitled to vote at the Annual
Meeting.
How do
I cast my vote?
If you are the shareholder of record you may cast your vote
using one of the following methods:
|
|
|
|
|
electronically, via the Internet,
|
|
|
|
over the telephone by calling a toll-free number,
|
|
|
|
by mail, by completing, signing and mailing the enclosed proxy
card, or
|
|
|
|
in person at the annual meeting.
|
If your stock is held in street name, that is,
through a brokerage account or bank, you will receive voting
instructions from your bank or broker describing how to vote
your stock.
To ensure that your proxy is voted, it should be received by
5 p.m. Eastern Time on April 30, 2008.
How
does the Board of Directors recommend that I vote?
The Board of Directors recommends voting:
|
|
|
|
|
FOR each nominee to the Board of Directors
|
|
|
|
FOR ratification of Ernst & Young LLP as auditors.
|
Who
will count the vote?
Representatives of The Bank of New York, our transfer agent,
will tabulate votes and act as independent inspectors of
election.
What
vote is required for the election of directors or for a proposal
to be approved?
|
|
|
|
|
To elect the directors, the votes cast for a
director nominee must exceed the votes cast against
a director nominee; and
|
2
|
|
|
|
|
To ratify the selection of our independent registered public
accountants requires the affirmative vote of a majority of the
votes cast.
|
What
if I do not specify how I want my shares voted?
If you do not indicate your vote on a matter submitted at the
meeting, your shares will be voted on that particular matter as
follows:
|
|
|
|
|
FOR, the election of each of the persons named under
Proposal One, Election of Directors;
|
|
|
|
FOR, ratification of the appointment of Ernst & Young
LLP as the Companys independent registered public
accounting firm.
|
What
can I do if I change my mind after I vote my
shares?
To change your vote, you must cast a new vote:
|
|
|
|
|
By mailing a new proxy card with a later date; or
|
|
|
|
By telephone or the Internet
|
If you hold your shares in your name and you attend the Annual
Meeting and vote in-person, your in-person vote will change any
previously submitted proxy.
If you wish to revoke rather than change your vote, written
revocation must be sent to the Corporate Secretary, at the
address set forth below, prior to the Annual Meeting.
What
is the difference between a shareholder of record and a
street name holder?
If your shares are registered directly in your name with
Indymacs transfer agent, The Bank of New York, you are
considered, with respect to those shares, the shareholder of
record, and these proxy materials are being sent directly to you
by us. As the shareholder of record, you have the right to grant
your voting proxy directly to the persons named in the proxy or
to vote in person at the meeting. Indymac has enclosed a proxy
card for you to use.
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial owner
of shares held in street name, and these proxy materials are
being forwarded to you by your broker or nominee who is
considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct
your broker on how to vote and are also invited to the meeting.
However, since you are not the shareholder of record, you may
not vote these shares in person at the meeting. Your broker or
nominee has enclosed a voting instruction card for you to use.
Is my
vote confidential?
Yes. Your vote will not be disclosed to our Directors or
employees, except for a very limited number of employees
involved in coordinating the vote tabulation process. An
independent inspector reviews the vote tabulation process.
Our confidentiality policy does not apply to certain matters,
such as contested elections or disputed votes.
3
If I
want to attend the meeting what do I need to do?
If you plan to attend the Annual Meeting, please notify
Indymacs Corporate Secretary at the address provided
below. Please note that picture identification will be required
for entry into the Annual Meeting.
Christina Ching
Senior Vice President
Corporate Secretary and
Chief Governance Officer
888 East Walnut Street
Pasadena, CA 91101
PRINCIPAL
STOCKHOLDERS
As of February 14, 2008, the following entities were known
to Indymac to be the beneficial owners of more than 5% of
Indymacs outstanding Common Stock. The following table
shows: (1) the number of shares of Common Stock owned by
each such entity; and (2) the percentage of all outstanding
shares represented by such ownership (based upon the most
recently reported number of shares outstanding as of the date
the entity filed a Schedule 13G with the Securities and
Exchange Commission).
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Shares
|
|
|
of Class
|
|
|
Capital Group International, Inc. and Capital Guardian
Trust Company(1)
|
|
|
7,621,200
|
|
|
|
9.50
|
|
11100 Santa Monica Boulevard
Los Angeles, CA 90025
|
|
|
|
|
|
|
|
|
Classic Fund Management Aktiengesellschaft(2)
|
|
|
6,780,005
|
|
|
|
8.40
|
|
Raetikonstrasse 33, FL -9490
Vaduz, Principality of Liechtenstein
|
|
|
|
|
|
|
|
|
NWQ Investment Management Company, LLC(3)
|
|
|
6,338,842
|
|
|
|
7.88
|
|
2049 Century Park East, 16th Floor
Los Angeles, CA 90067
|
|
|
|
|
|
|
|
|
Legg Mason Opportunity Trust(4)
|
|
|
5,100,000
|
|
|
|
6.34
|
|
100 Light Street
Baltimore, MD 21202
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Based upon Amendment No. 10 to Schedule 13G filed
February 8, 2008 with the Securities and Exchange
Commission.
|
|
(2)
|
|
Based upon Amendment No. 1 to Schedule 13G filed
December 31, 2007 with the Securities and Exchange
Commission.
|
|
(3)
|
|
Based upon Amendment No. 7 to Schedule 13G filed
February 14, 2008 with the Securities and Exchange
Commission.
|
|
(4)
|
|
Based upon Schedule 13G filed February 14, 2008 with
the Securities and Exchange Commission.
|
4
EXECUTIVE
OFFICERS
The executive officers of Indymac are:
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Officer(1)
|
|
Officer Since
|
|
Michael W. Perry(2)
|
|
|
45
|
|
|
Chairman and Chief Executive Officer
|
|
|
1993
|
|
Richard H. Wohl
|
|
|
49
|
|
|
President
|
|
|
1994
|
|
S. Blair Abernathy
|
|
|
46
|
|
|
Executive Vice President, Capital Markets
|
|
|
1994
|
|
Ashwin Adarkar
|
|
|
43
|
|
|
Executive Vice President, New Business Incubation,
Organizational Effectiveness and Mergers & Acquisitions
|
|
|
2003
|
|
Canise Arredondo(2)
|
|
|
36
|
|
|
Executive Vice President, Chief Audit Executive
|
|
|
2004
|
|
Anthony Ebers
|
|
|
42
|
|
|
Executive Vice President, Chief Operating Officer
|
|
|
2002
|
|
Patrick Hymel
|
|
|
43
|
|
|
Executive Vice President, Chief Investment Officer
|
|
|
1995
|
|
Scott Keys(2)
|
|
|
45
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
2002
|
|
Rayman Mathoda
|
|
|
33
|
|
|
Executive Vice President, Chief People and Efficiency Officer
|
|
|
2004
|
|
Ruthann Melbourne(2)
|
|
|
42
|
|
|
Executive Vice President, Chief Risk Officer
|
|
|
2003
|
|
Michelle Minier
|
|
|
43
|
|
|
Executive Vice President, CEO, and Vice Chair, Financial Freedom
|
|
|
1997
|
|
John D. Olinski(2)
|
|
|
48
|
|
|
Executive Vice President, Credit Risk Mitigation
|
|
|
1999
|
|
Frank Sillman
|
|
|
44
|
|
|
Executive Vice President and Chief Executive Officer, Mortgage
Bank
|
|
|
1997
|
|
|
|
|
(1)
|
|
Unless otherwise noted, each executive officer is an officer of
IndyMac Bank, F.S.B only.
|
|
(2)
|
|
These executives are officers of Indymac Bancorp, Inc. as well
as IndyMac Bank, F.S.B.
|
|
|
Michael
W. Perry
|
Executive Officer since 1993
|
Mr. Perry is Chief Executive Officer and Chairman of the
Board of Directors. Under his leadership, Indymac has grown from
four employees and total assets of $714 million to over
7,500 employees and total assets of over $32 billion
as of December 31, 2007. Based on asset size, Indymac is
the 7th largest savings and loan in the nation and, with
$77 billion in mortgage loan production in 2007, Indymac is
the 2nd largest independent mortgage lender.
Prior to joining Indymac in January 1993, Mr. Perry served
as Senior Executive Vice President in charge of the Mortgage
Banking Division of Commerce Security Bank, a state chartered
bank based in Sacramento, California. Mr. Perry has over
20 years of business experience with mortgage banking
companies, financial institutions, and real estate firms,
including four years as an auditor with KPMG Peat Marwick.
Mr. Perrys civic involvement includes membership on
the non-profit boards of Homes for Working Families,
an organization that addresses the shortage of homes that
working Americans can afford, and the Young Presidents
Organization of San Gabriel Valley.
In December 2007, Mr. Perry was named as a new member of
the Federal Reserve Boards Thrift Institutions Advisory
Council (TIAC) for a two-year term beginning January 1,
2008. TIAC is an advisory group made up of twelve
representatives from thrift institutions. The Council was
established by the Board in 1980 and includes members from
savings and loan associations, savings banks, and credit unions.
It
5
meets three times each year with the Board of Governors to
discuss developments relating to thrift institutions, the
housing industry, mortgage finance, and regulatory issues.
Mr. Perry is a Master Certified Mortgage Banker, as
designated by the Mortgage Bankers Association, and is a
Certified Public Accountant (inactive). In 2002, Mr. Perry
received the Los Angeles Business Journals Financial
Industry Leader of the Year Award and was inducted into the
Journals Business Hall of Fame. Also in 2002,
Mr. Perry received Ernst & Youngs Los
Angeles Entrepreneur of the Year award in the financial services
category. Mr. Perry is an honors graduate of California
State University, Sacramento with a B.S. degree in Business
Administration.
|
|
Richard
H. Wohl
|
Executive Officer since 1994
|
Richard H. Wohl is President. He became a director of Indymac
Bank in July 2005. Mr. Wohl oversees the specialty lending
and new business growth and incubation areas of Indymac Bank in
both its thrift and mortgage banking segments. Mr. Wohl
currently serves on the Mortgage Bankers Associations
Board of Directors and is a Certified Mortgage Banker.
Mr. Wohl previously served Indymac in several capacities,
including as Chief Executive Officer of Indymac Mortgage Bank
from February 2000 to July 2005, Chief Operating Officer in
charge of various financial and administrative functions from
February 1999 to February 2000, and as general counsel and
secretary from April 1994 to February 1999. Prior to joining
Indymac in April 1994, Mr. Wohl practiced as an attorney
with Morrison & Foerster in Los Angeles, California,
where he worked in the institutional lending and corporate areas
with a focus on mortgage banking. Mr. Wohl graduated with
distinction from Stanford University and received a J.D. with
honors from Harvard Law School, where he was an editor of the
Harvard Law Review.
|
|
S. Blair
Abernathy
|
Executive Officer since 1994
|
Blair Abernathy is Executive Vice President, Capital Markets and
is responsible for Indymacs capital market activities
including overseeing the Secondary Marketing Group. Previously,
Mr. Abernathy was responsible for the whole loan and
mortgage-backed securities investment portfolio, the mortgage
conduit and corporate finance functions, and prior to that,
hedging, trading, product development, risk-based pricing and
secondary marketing functions of Indymac Bank. Prior to joining
Indymac in February 1994, Mr. Abernathy managed the
accounting and investment functions of Commerce Security Bank, a
state chartered bank in Sacramento, California, as Senior Vice
President and Chief Financial Officer. From July 1988 to January
1993, Mr. Abernathy served as Vice President and Controller
of Sunrise Bancorp of California, a publicly traded bank holding
company with banking and mortgage banking subsidiaries.
Mr. Abernathy received a B.S. in Business Administration
from California State University, Sacramento where he graduated
with honors.
|
|
Ashwin
Adarkar
|
Executive Officer since 2003
|
Ashwin Adarkar is Executive Vice President, New Business
Incubation, Organizational Effectiveness and Mergers and
Acquisitions. Mr. Adarkar is responsible for all new
business activity at Indymac Bank from conducting mergers and
acquisitions, to launching
start-ups,
to overseeing new or underperforming businesses.
Mr. Adarkar joined Indymac Bank in September 2003 and
previously served as the CEO of the Consumer Bank and as
Executive Vice President of Human Resources. Prior to joining
Indymac Bank, Mr. Adarkar was a Principal with
McKinsey & Company, a management consulting firm,
where he established McKinseys practice in India, led its
West Coast Financial Services and Health Care Practices and its
Global Business Process Outsourcing Practice. Prior to joining
McKinsey & Company, Mr. Adarkar
6
worked with Goldman Sachs & Co. in its Mortgage
Finance department. Mr. Adarkar received an M.S. in
Industrial Engineering and a B.A in Economics from Stanford
University, where he was elected to
Phi Beta Kappa
. He
also received an M.B.A. from Stanford University where he was an
Arjay Miller Scholar.
|
|
Canise M.
Arredondo
|
Executive Officer since 2004
|
Canise Arredondo is the Executive Vice President, Chief Audit
Executive. As Chief Audit Executive, Ms. Arredondo reports
directly to the Audit Committee of the Board of Directors.
Ms. Arredondo joined Indymac Bank in July 2004 and has held
various positions in Financial Management and Enterprise Risk
Management, prior to taking on her current role in August 2006.
Prior to joining Indymac Bank, Ms. Arredondo was a senior
manager with Deloitte & Touche, LLP, where she spent
approximately 10 years in the Assurance and Advisory
Services practice and focused on clients in the financial
services industries. Ms. Arredondo has a B.A. in Business
Economics from the University of California, Santa Barbara,
and is a Certified Public Accountant and a Certified Internal
Auditor.
|
|
Anthony
L. Ebers
|
Executive Officer since 2002
|
Anthony L. Ebers is Executive Vice President and Chief Operating
Officer. Mr. Ebers joined Indymac Bank in 2002 as Executive
Vice President responsible for overseeing the entire Home Loan
Servicing Division. Mr. Ebers assumed the responsibility of
managing the Companys Consumer Lending Business in
February 2005. In 2007, Mr. Ebers also assumed the
responsibility for Centralized Mortgage Operations, Corporate
Customer Service, Corporate Compliance and Enterprise
Process & Technology.
Prior to joining IndyMac Bank, Mr. Ebers was with HomeSide
Lending, Inc. for over ten years. He worked in various divisions
from an Assistant Vice President of Risk Management and
Bankruptcy Department to a Senior Vice President and the
Director of Operations / International Liaison most
recently. He was responsible for Customer Service, Direct Sales
and the business side of managing system priorities and
strategy. His responsibilities also included budgeting,
forecasting and general risk management. Prior to his tenure
with HomeSide Lending, Inc., he was a Senior Financial Analyst
at Citicorp Mortgage, Inc.
Mr. Ebers graduated from the University of
Missouri Columbia in 1988 with a BSBA in Finance and
Banking.
|
|
Patrick
Hymel
|
Executive Officer since 1995
|
Patrick Hymel is currently Executive Vice President, Chief
Investment Officer responsible for the Investment
Portfolio/Retained Asset Management division. Responsibilities
include trading/capital management, hedging, prepayment and
credit risk research, and portfolio retention. Mr. Hymel
joined Indymac in June 1995 as Hedging Manager in the Secondary
Marketing area. Prior to joining Indymac, Mr. Hymel spent
four years working in Secondary Marketing at BancPLUS Mortgage
in San Antonio. Mr. Hymel has a Bachelor of Science in
Economics from Texas Christian University and a Master of
Business Administration in Finance from the University of Texas
at San Antonio.
|
|
A. Scott
Keys
|
Executive Officer since 2002
|
Scott Keys is Executive Vice President and Chief Financial
Officer. Mr. Keys is responsible for financial and
managerial accounting, tax, financial reporting, strategic and
financial planning, and investor relations. Prior to joining
Indymac Bancorp in March 2002, Mr. Keys was a partner with
Ernst & Young
7
LLP in its Columbus, Ohio office. He most recently served as the
partner in charge of the Ohio Valley Banking Practice for
Ernst & Young LLP, serving a number of regional
banking companies and large mortgage companies. Prior to
becoming a partner with Ernst & Young LLP in October
1999, Mr. Keys held various professional staff positions
with the firm in its Columbus, Ohio and Los Angeles, California
offices beginning in September 1986. Mr. Keys is a
Certified Public Accountant and received a B.S. in Accounting
from Loyola Marymount University.
|
|
Rayman K.
Mathoda
|
Executive Officer since 2004
|
Rayman Mathoda is Executive Vice President, Chief People Officer
and Chief Efficiency Officer. She is responsible for managing
all labor and non labor expense related functions for Indymac
including recruiting, compensation, global outsourcing and
non-traditional workforce strategies, communication and culture
and real estate and purchasing. Ms. Mathoda joined Indymac
Bank in May 2004, leading Indymac Banks company-wide
Business Process Outsourcing program. Prior to joining Indymac
Bank, Ms. Mathoda spent close to seven years with
McKinsey & Company, a global management consulting
firm focusing on strategic issues and performance transformation
programs at Fortune 500 companies. Ms. Mathoda is a
member of the Board of Directors of the Los Angeles Gay and
Lesbian Center (LAGLC) and a member of the Board of
Commissioners for the Los Angeles Public Housing Authority,
which administers public and Section 8 housing for Los
Angeles. Ms. Mathoda graduated with an A.B. with honors
from the Woodrow Wilson School of Public and International
Affairs at Princeton University. Ms. Mathoda also has an
M.B.A. in Marketing and Entrepreneurship from the Kellogg School
of Business at Northwestern University.
|
|
Ruthann
K. Melbourne
|
Executive Officer since 2003
|
Ruthann K. Melbourne is Executive Vice President, Chief Risk
Officer. Ms. Melbourne is responsible for the corporate
oversight of the companys risks, including
credit & interest rate risks as well as the valuation
of complex assets retained from the Banks loan sale and
securitization activities (e.g., mortgage servicing rights,
residual securities and non-investment grade bonds). Prior to
joining Indymac Bank in February 2003, Ms. Melbourne was the
Vice President in the Risk Research & Model Review
Group of J.P. Morgan Chase & Co. in its New York
office from July 2000 to February 2003. Ms. Melbourne has
over 16 years of experience in due diligence audit,
finance, risk management, risk research, marketing and related
information systems. In addition, Ms. Melbourne has
extensive experience with credit/market risk methodology,
mortgage servicing right performance measurement,
pricing/valuation model validation, credit derivative pricing,
securitization comfort level support and interest rate and
volatility term structure modeling. Ms. Melbourne holds a
B.S. in Physics from the University of California, Santa Cruz,
has an M.S. in Electrical Engineering from the California
Institute of Technology and also received her Ph.D. in Finance
from the University of Wisconsin.
|
|
Michelle
Minier
|
Executive Officer since 1997
|
Michelle Minier is the Chief Executive Officer and Vice Chair,
Financial Freedom Senior Funding Corporation. Ms. Minier
joined Indymac in March 1995 as Assistant Controller and has
since held positions as the President of Warehouse Lending and,
later, Executive Vice President and President of B2B Lending as
well as head of the Centralized Mortgage Operations Unit. Prior
to joining Indymac, Ms. Minier served as Controller at
Cypress Financial Corporation and was the Assistant Treasurer at
8
Shearson Lehman Mortgage Corporation. Ms. Minier graduated
from the University of California, Santa Barbara with a
Bachelor of Arts in Economics.
|
|
John D.
Olinski
|
Executive Officer since 1999
|
John D. Olinski is Executive Vice President, Credit Risk
Mitigation. Prior to this role, Mr. Olinski managed
Indymacs Secondary Marketing and Retained Asset groups.
Previous responsibilities at Indymac Bancorp include Director of
Corporate Finance/Treasury, Chairman of the management Asset and
Liability Committee, and management of the Home Loan Servicing
operations. Prior to joining Indymac Bancorp in April 1999,
Mr. Olinski was an equity analyst focusing on consumer
products for a regional investment bank. Mr. Olinski, who
is a Chartered Financial Analyst and a Certified Mortgage
Banker, has fifteen years of commercial and merchant banking
experience with Security Pacific Merchant Bank, Sanwa Bank
California (now Bank of the West) and Lloyds Bank California.
Mr. Olinski received a B.A. in Management Science from the
University of California, San Diego and an M.B.A. in
Finance and Accounting from the University of Southern
California.
|
|
Frank M.
Sillman
|
Executive Officer since 1997
|
Frank M. Sillman is Executive Vice President of Indymac Bank and
Chief Executive Officer of Indymac Mortgage Bank.
Mr. Sillman is responsible for the mortgage banking group,
including retail, wholesale, correspondent, and warehouse
lending. Mr. Sillman joined Indymac in 1997 as a Senior
Vice President, was promoted to Executive Vice President of
Sales and Marketing, Indymac Mortgage Bank in 2003 and became
Chief Executive Officer of the Mortgage Professionals Group of
Indymac Mortgage Bank in 2004. Prior to joining Indymac, he was
a senior manager of two retail mortgage banking companies, TCM
Mortgage and American Home Credit. From mid-1986 to the end of
1992, Mr. Sillman served as treasurer for Shearson Lehman
Mortgage. Mr. Sillman has 20 years of experience in
the mortgage banking industry and received his bachelors
degree from the University of California, San Diego.
9
SECURITY
OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table provides information concerning the
beneficial ownership of Common Stock, defined as shares owned
beneficially plus shares that may be purchased through stock
options currently exercisable or exercisable within 60 days
of February 29, 2008, by each director nominee, including
Indymacs Chairman and Chief Executive Officer, each of
Indymacs other four most highly compensated executive
officers, which includes Indymacs Chief Financial Officer,
and all executive officers and directors as a group, as of
February 29, 2008. Except as otherwise indicated, all
persons listed below have sole voting power, and dispositive
power with respect to their shares, except to the extent that
authority is shared by their spouses, and have record and
beneficial ownership of their shares.
|
|
|
|
|
|
|
|
|
|
|
Shares of
|
|
|
|
|
|
|
Common Stock
|
|
|
Percent
|
|
Name
|
|
Owned Beneficially(1)
|
|
|
of Class
|
|
|
Michael W. Perry
|
|
|
3,156,804
|
(2)
|
|
|
3.9
|
%
|
Louis E. Caldera
|
|
|
93,213
|
|
|
|
*
|
|
Lyle E. Gramley
|
|
|
144,558
|
(3)
|
|
|
*
|
|
Hugh M. Grant
|
|
|
117,446
|
|
|
|
*
|
|
Patrick C. Haden
|
|
|
141,291
|
(4)
|
|
|
*
|
|
Terrance G. Hodel
|
|
|
54,566
|
(5)
|
|
|
*
|
|
Robert L. Hunt II
|
|
|
123,788
|
(6)
|
|
|
*
|
|
Lydia H. Kennard
|
|
|
79,416
|
|
|
|
*
|
|
Senator John Seymour (ret.)
|
|
|
99,580
|
|
|
|
*
|
|
Bruce G. Willison
|
|
|
53,354
|
|
|
|
*
|
|
Richard H. Wohl
|
|
|
1,105,905
|
|
|
|
1.4
|
%
|
S. Blair Abernathy
|
|
|
450,477
|
|
|
|
*
|
|
A. Scott Keys
|
|
|
215,476
|
(7)
|
|
|
*
|
|
Frank M. Sillman
|
|
|
233,344
|
(8)
|
|
|
*
|
|
All directors and executive officers as a group (22 persons)
|
|
|
6,846,338
|
(9)
|
|
|
8.5
|
%
|
|
|
|
*
|
|
Less than one percent of class.
|
|
(1)
|
|
Includes shares that may be purchased through stock options
currently exercisable or exercisable within 60 days of
February 29, 2008 held by the following persons:
Mr. Perry, 2,578,178 shares; Mr. Caldera,
65,646 shares; Mr. Gramley, 60,554 shares;
Mr. Grant, 111,190 shares; Mr. Haden,
111,190 shares; Mr. Hodel, 30,865 shares;
Mr. Hunt, 83,418 shares; Ms. Kennard,
75,646 shares; Mr. Seymour, 91,190 shares;
Mr. Willison, 32,657 shares; Mr. Wohl,
995,905 shares; Mr. Abernathy, 296,665 shares;
Mr. Keys, 201,328 shares; Mr. Sillman,
161,619 shares; and all directors and executive officers as
a group, 5,462,979 shares.
|
|
(2)
|
|
Includes 1,744 shares held in Mr. Perrys 401(k)
account.
|
|
(3)
|
|
Includes 13,225 shares owned by Marlys Gramley, the wife of
Mr. Gramley.
|
|
(4)
|
|
Includes 6,315 shares owned by Cindy Haden, the wife of
Mr. Haden.
|
|
(5)
|
|
Includes 300 shares owned by Elizabeth Hodel, the daughter
of Mr. Hodel, and 300 shares owned by Patricia
Buckley, the sister of Mr. Hodel.
|
|
(6)
|
|
Includes 1,600 shares held in Mr. Hunts IRA
account.
|
|
(7)
|
|
Includes 3,403 shares held in Mr. Keys 401(k)
account.
|
10
|
|
|
(8)
|
|
Includes 37,240 shares held by Michelle Minier, the wife of
Mr. Sillman, and 4,198 shares held in
Mr. Sillmans 401(k) account.
|
|
(9)
|
|
For certain directors and executive officers, ownership numbers
include shares purchased during 2007 and in February 2008, and
held in a trust. Indymac maintains two deferred compensation
plans (see page 50 for descriptions of both plans) under
which participants may elect to invest balances in Indymac
common stock or in a cash fund. If participants elect to invest
balances in stock, shares are purchased on the open market and
held by the plan(s) trustee until they are distributed pursuant
to previous deferral elections. Directors and executive officers
may not vote such shares.
|
Additional
Information Regarding Stock Ownership
The following table provides information concerning the
beneficial ownership of Common Stock as of December 31,
2006 and February 29, 2008, in accordance with the previous
table, and the fair value of that ownership as of those dates.
It is important to note that all stock options included in the
shares of common stock owned beneficially as of
February 29, 2008 have a strike price that is higher than
the fair value of Indymac common stock as of February 29,
2008, or $6.20.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of February 29, 2008
|
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of
|
|
|
|
|
|
Fair Value of
|
|
|
|
|
|
Decrease in
|
|
|
|
Shares of
|
|
|
Common Stock
|
|
|
Shares of
|
|
|
Common Stock
|
|
|
Increase in
|
|
|
Value of
|
|
|
|
Common Stock
|
|
|
Owned
|
|
|
Common Stock
|
|
|
Owned
|
|
|
Shares Owned
|
|
|
Shares Owned
|
|
|
|
Owned
|
|
|
Beneficially
|
|
|
Owned
|
|
|
Beneficially
|
|
|
from 12/31/06
|
|
|
from 12/31/06
|
|
Name
|
|
Beneficially(1)
|
|
|
(FMV $6.20)(2)
|
|
|
Beneficially
|
|
|
(FMV $45.83)
|
|
|
to 2/29/08(1)(3)
|
|
|
to 02/29/08
|
|
|
Michael W. Perry
|
|
|
3,156,804
|
|
|
$
|
3,587,482
|
|
|
|
2,722,588
|
|
|
$
|
69,656,981
|
|
|
|
434,216
|
|
|
$
|
(66,069,499
|
)
|
Louis E. Caldera
|
|
|
93,213
|
|
|
|
170,913
|
|
|
|
61,364
|
|
|
|
1,312,900
|
|
|
|
31,849
|
|
|
|
(1,141,987
|
)
|
Lyle E. Gramley
|
|
|
144,558
|
|
|
|
520,825
|
|
|
|
121,706
|
|
|
|
4,264,376
|
|
|
|
22,852
|
|
|
|
(3,743,551
|
)
|
Hugh M. Grant
|
|
|
117,446
|
|
|
|
38,789
|
|
|
|
98,211
|
|
|
|
2,164,226
|
|
|
|
19,235
|
|
|
|
(2,125,437
|
)
|
Patrick C. Haden
|
|
|
141,291
|
|
|
|
186,629
|
|
|
|
108,418
|
|
|
|
2,607,046
|
|
|
|
32,873
|
|
|
|
(2,420,417
|
)
|
Terrance G. Hodel
|
|
|
54,566
|
|
|
|
146,944
|
|
|
|
25,935
|
|
|
|
842,020
|
|
|
|
28,631
|
|
|
|
(695,076
|
)
|
Robert L. Hunt II
|
|
|
123,788
|
|
|
|
250,294
|
|
|
|
69,736
|
|
|
|
1,333,733
|
|
|
|
54,052
|
|
|
|
(1,083,439
|
)
|
Lydia H. Kennard
|
|
|
79,416
|
|
|
|
23,374
|
|
|
|
60,364
|
|
|
|
1,075,470
|
|
|
|
19,052
|
|
|
|
(1,052,096
|
)
|
Senator John Seymour (ret.)
|
|
|
99,580
|
|
|
|
52,018
|
|
|
|
80,308
|
|
|
|
1,609,997
|
|
|
|
19,272
|
|
|
|
(1,557,979
|
)
|
Bruce G. Willison
|
|
|
53,354
|
|
|
|
128,319
|
|
|
|
19,875
|
|
|
|
225,428
|
|
|
|
33,479
|
|
|
|
(97,109
|
)
|
Richard H. Wohl
|
|
|
1,105,905
|
|
|
|
682,000
|
|
|
|
1,000,000
|
|
|
|
26,302,479
|
|
|
|
105,905
|
|
|
|
(25,620,479
|
)
|
S. Blair Abernathy
|
|
|
450,477
|
|
|
|
953,634
|
|
|
|
251,966
|
|
|
|
5,581,419
|
|
|
|
198,511
|
|
|
|
(4,627,785
|
)
|
A. Scott Keys
|
|
|
215,476
|
|
|
|
87,717
|
|
|
|
139,754
|
|
|
|
3,005,959
|
|
|
|
75,722
|
|
|
|
(2,918,242
|
)
|
Frank M. Sillman
|
|
|
233,344
|
|
|
|
444,692
|
|
|
|
62,035
|
|
|
|
1,479,698
|
|
|
|
171,309
|
|
|
|
(1,035,006
|
)
|
All directors and executive officers as a group (22 persons)
|
|
|
6,846,338
|
|
|
|
8,576,824
|
|
|
|
5,142,415
|
|
|
|
128,689,234
|
|
|
|
1,703,923
|
|
|
|
(120,112,410
|
)
|
|
|
|
(1)
|
|
For certain directors and executive officers, ownership numbers
include shares purchased during 2007 and in February 2008, and
held in a trust. Indymac maintains two deferred compensation
plans (see page 50 for description of both plans) under
which participants may elect to invest balances in Indymac
common stock or in a cash fund. If participants elect to invest
balances in stock, shares are
|
11
|
|
|
|
|
purchased on the open market and held by the plan(s) trustee
until they are distributed pursuant to previous deferral
elections. Directors and executive officers may not vote such
shares.
|
|
(2)
|
|
The total value as of February 29, 2008, without taking
into consideration the shares purchased in 2007 and through
February 29, 2008 as described in footnote 3 below, is
about $3.5 million. Additionally, the value in this column
includes $0 for the net value of options exercisable due to the
low current value of Indymac common stock as of
February 29, 2008.
|
|
(3)
|
|
Increase in shares owned includes stock purchases in 2007 and
through February 29, 2008 of 363,988 for Mr. Perry,
12,797 for Mr. Caldera, 3,800 for Mr. Gramley, 12,753
for Mr. Haden, 10,239 for Mr. Hodel, 35,000 for
Mr. Hunt, 220 for Mr. Seymour, 14,427 for
Mr. Willison, 5,905 for Mr. Wohl, 139,471 for
Mr. Abernathy, 9,447 for Mr. Keys, 39,618 for
Mr. Sillman, and 810,195 for all directors and executive
officers as a group.
|
PROPOSAL ONE
ELECTION
OF DIRECTORS
Indymac currently has 10 directors. All 10 directors
are nominees for election as directors to serve until the next
annual meeting and until their successors are elected and have
qualified. In the absence of contrary instructions, it is the
intention of the proxy holder named in the accompanying proxy
card to vote for the nominees listed below. If any nominee
becomes unavailable to serve for any reason, an event the Board
of Directors does not anticipate, the proxies solicited hereby
will be voted for election of the person, if any, designated by
the Board of Directors to replace that nominee.
As stated in Indymacs 2007 Annual Shareholder Letter,
Mr. Perry will resign as Chief Executive Officer of Indymac
and Indymac Bank if he is not re-elected as a director.
Mr. Perrys resignation would not waive his right to
terminate his employment with Indymac for Good Reason, pursuant
to his existing employment agreement. Mr. Perry has
indicated, however, that he would decline his right to the
severance provisions (with the exception of the health benefit)
applicable to termination for Good Reason.
Majority
Vote Standard and Director Resignation Policy
According to Indymacs Bylaws, for a director nominee to be
elected, other than in a contested election (i.e., where the
number of director nominees exceeds the number of directors to
be elected), the director nominee must receive a majority of
votes cast with respect to that director nominee, which means
that there must be more votes cast for than votes
cast against the director nominee. According to
Indymacs Bylaws, shares represented by proxies that
reflect abstentions will not be treated as votes cast for the
election of directors. As a result, abstentions will not affect
the election of director nominees. Indymacs Bylaws also
provide that in a contested election of directors, the director
nominees shall be elected by a plurality of the shares present
or represented by proxy and entitled to vote on the election of
directors.
In addition, Indymacs Bylaws include a director
resignation policy that requires incumbent directors to submit
an irrevocable offer of resignation in order to become eligible
to be a nominee for re-election. The offer of resignation
becomes effective, among other occurrences, upon the
nominees failure to receive the required majority
stockholder vote for re-election and acceptance of such
resignation by the Board of Directors. Within 90 days after
receiving the certified vote pertaining to a director election,
the
12
Board of Directors, acting on the
recommendation of the Corporate Governance Committee, must
determine whether to accept the resignation of any incumbent
that receives a majority of against votes and make a
public disclosure with respect to its decision regarding such
resignation.
Any incumbent that receives a majority of against
votes in an election cannot participate in the Corporate
Governance Committees recommendation or the Board of
Directors determination of whether to accept the
resignation offer. If each member of the Corporate Governance
Committee receives a majority of against votes at
the same stockholder meeting, then the independent members of
the Board of Directors must appoint a committee of independent
directors who did not receive a majority of against
votes to consider the resignation offers and make the
recommendations to the Board of Directors. If the number of
independent directors that receive a majority of for
votes is three or fewer, then all directors may participate in
the decision to accept or reject the resignation offers.
Director
Nominees
The following persons have been nominated to serve as directors
of Indymac for the ensuing year, each of whom has agreed to
serve as director until the next annual meeting if elected:
|
|
|
|
|
|
|
Michael W. Perry
|
|
Indymac Director since January 1993
|
|
Mr. Perry, age 45, is Chairman of the Board of
Directors and Chief Executive Officer of Indymac Bancorp and
Indymac Bank. Mr. Perry assumed responsibility for the
day-to-day operations of Indymac in 1993. Under his leadership,
Indymac has grown from four employees and total assets of
$714 million to over 7,500 employees and total assets
of over $32 billion as of December 31, 2007. Based on
asset size, Indymac is the 7th largest savings and loan in
the nation and, with $77 billion in mortgage loan
production in 2007, Indymac is the 2nd largest independent
mortgage lender. Prior to joining Indymac in 1993,
Mr. Perry served as Senior Executive Vice President in
charge of the Mortgage Banking Division of Commerce Security
Bank, a state chartered bank based in Sacramento, California.
Mr. Perry has over 20 years of business experience
with mortgage banking companies, financial institutions, and
real estate firms, including four years as an auditor with KPMG
Peat Marwick. Mr. Perrys civic involvement includes
membership on the non-profit boards of Homes for Working
Families, an organization that addresses the shortage of
homes that working Americans can afford, and the Young
Presidents Organization of San Gabriel Valley. In December
2007, Mr. Perry was named as a new member of the Federal
Reserve Boards Thrift Institutions Advisory Council
(TIAC) for a two-year term beginning January 2008.
TIAC is an advisory group made up of twelve representatives from
thrift institutions. The Council was established by the Board in
1980 and includes members from savings and loan associations,
savings banks, and credit unions. It meets three times each year
with the Board of Governors to discuss developments relating to
thrift institutions, the housing industry, mortgage finance, and
regulatory issues. Mr. Perry is a Master Certified Mortgage
Banker, as designated by the Mortgage Bankers Association, and
is a Certified Public Accountant (inactive). In 2002,
Mr. Perry received the Los Angeles Business Journals
Financial Industry Leader of the Year Award and was inducted
into the Journals Business Hall of Fame. Also in 2002,
Mr. Perry received Ernst & Youngs Los
Angeles Entrepreneur of the Year Award in the financial services
category. Mr. Perry is an honors graduate of California
State University, Sacramento, with a B.S. degree in Business
Administration.
|
13
|
|
|
|
|
|
|
Louis E. Caldera
|
|
Indymac Director since May 2002
|
|
Mr. Caldera, age 51, is a director of Indymac and
Indymac Bank. Since August 2003, Mr. Caldera has been a
Professor of Law at the University of New Mexico, where he also
served as President until August 2006. Previously, commencing in
2001, Mr. Caldera served as Vice Chancellor for University
Advancement of The California State University System.
Mr. Caldera held two appointed posts in the Clinton
administration Secretary of the Army from 1998 to
2001 and Managing Director and Chief Operating Officer of the
Corporation for National and Community Service from 1997 to
1998. Mr. Caldera served three terms in the California
State Assembly, from 1992 to 1997, representing the
46th District. Prior to his election to the Assembly, he
worked as a deputy county counsel for the County of Los Angeles
and as an attorney in private practice, including at the law
firm of OMelveny & Myers LLP. He currently
serves as a Director and Chairman of the Audit Committee of A.H.
Belo Corporation and is also a Director of Southwest Airlines
Co. Mr. Caldera received a B.S. from the United States
Military Academy, an M.B.A. from Harvard Business School and a
J.D. from Harvard Law School.
|
|
|
|
|
|
|
|
Lyle E. Gramley
|
|
Indymac Director since January 1993
|
|
Mr. Gramley, age 81, is a director of Indymac and
Indymac Bank. Mr. Gramley is a former member of the Board
of Governors of the Federal Reserve System. From September 1985
through May 2002, he was employed by the Mortgage Bankers
Association of America as its chief economist and as a
consulting economist. During that period he also was
self-employed as an economic consultant. Since June 2002,
Mr. Gramley has been a Senior Economic Advisor with the
Stanford Washington Research Group.
|
|
|
|
|
|
|
|
Hugh M. Grant
|
|
Indymac Director since May 2000
|
|
Mr. Grant, age 71, is a director of Indymac and
Indymac Bank. Mr. Grant retired from Ernst &
Young LLP in 1996, where he spent approximately 38 years
(including service with Arthur Young & Company before
its 1989 merger with Ernst & Whinney) where, among
other things, he was Vice-Chairman and Regional Managing
Partner-Western United States. He is a Director and Chairman of
the Audit Committee of Tetra Tech, Inc. and is also a member of
their Compensation Committee. Mr. Grant received a B.S. in
Business, with distinction, from the University of Kansas.
|
|
|
|
|
|
|
|
Patrick C. Haden
|
|
Indymac Director since March 2000
|
|
Mr. Haden, age 55, is a director of Indymac and
Indymac Bank. Mr. Haden has been a general partner of
Riordan, Lewis & Haden, a private equity investment
firm, since 1987. Mr. Haden serves on the Board of
Directors of Tetra Tech, Inc. and TCW Strategic Income Fund,
Inc. He serves on the Compensation Committee and the Audit
Committee of Tetra Tech, Inc. and serves on the Audit Committee
of TCW Strategic Income Fund, Inc.
|
14
|
|
|
|
|
|
|
Terrance G. Hodel
|
|
Indymac Director since July 2003
|
|
Mr. Hodel, age 65, is a director of Indymac and
Indymac Bank. Mr. Hodel most recently served as Chief
Executive Officer of Paymap, Inc. from 2001 to May 2003. Prior
to that, Mr. Hodel held the position of President and Chief
Operating Officer of North American Mortgage Company, from 1992
to 1997 when the company was acquired by Dime Bancorp, Inc.
Prior to his service at North American Mortgage Company,
Mr. Hodel served as President and Chief Executive Officer
of IMCO Realty Services, a large mortgage banking company, from
1985 to 1992, and was President and Chief Executive Officer of
Wells Fargo Mortgage Company from 1979 to 1985. Mr. Hodel
serves on the Board of Trustees of Pomona College.
Mr. Hodel received an M.B.A. from Stanford University.
|
|
|
|
|
|
|
|
Robert L. Hunt II
|
|
Indymac Director since November 2001
|
|
Mr. Hunt, age 57, is a director of Indymac and Indymac
Bank. Mr. Hunt held the position of President and Chief
Operating Officer of Coast Savings Financial, Inc. and its
subsidiary, Coast Federal Bank, from 1991 to 1998 when Coast was
acquired by H.F. Ahmanson & Company, the holding
company for Home Savings of America. From 1998 to 2003,
Mr. Hunt served as a trustee for the Coast Federal
Contingent Payments Rights Litigation Trust, a publicly traded
entity that was spun off by Coast Federal at the time of its
acquisition. He served as Chief Financial Officer and Executive
Vice President of Coast Federal Bank from 1983 to 1991. Prior to
his service at Coast Federal Bank, Mr. Hunt held the
position of Vice President and Controller of Fidelity Federal
Savings and Loan from 1980 to 1983 and was an audit manager at
the public accounting firm of KPMG Peat Marwick where he served
from 1972 to 1980. Mr. Hunt is a graduate of the University
of Southern California.
|
|
|
|
|
|
|
|
Lydia H. Kennard
|
|
Indymac Director since January 2007
Indymac Bank Director since May 2002
|
|
Ms. Kennard, age 53, has been a director of Indymac
since January 2007. She has also been a director of Indymac Bank
since May 2002. Ms. Kennard was formerly Executive Director
of Los Angeles World Airports from August 1999 through November
2003 and again from October 2005 through February 2007. She also
serves on the Boards of Directors of Intermec, Inc.,
URS Corporation and AMB Property Corporation, and is a
member of the following non-profit Boards: UniHealth Foundation,
University of Southern California, Polytechnic School, and the
Rand Corporation. Ms. Kennard received a B.A. from Stanford
University, a Masters degree from the Massachusetts Institute of
Technology and a J.D. from Harvard Law School.
|
15
|
|
|
|
|
|
|
Senator John F. Seymour (ret.)
|
|
Indymac Director since April 2004
Indymac Bank Director since July 2000
|
|
Mr. Seymour, age 70, has been a director of Indymac
since April 2004 and a director of Indymac Bank since July 2000.
He served as a California State Senator from 1982 to 1991 and as
a United States Senator from 1991 to 1992 as a late-term
replacement for Californias newly elected Governor.
Senator Seymour is a housing and governmental consultant. He was
the Chief Executive Officer of the Southern California Housing
Development Corporation and currently serves on the Board of
Directors of Orange Coast Title Insurance. Mr. Seymour
previously served on the Boards of Directors of Los Angeles
Federal Savings Bank, Irvine Apartment Communities, Inco Homes
and Countrywide Financial Services. He also has served the City
of Anaheim, California as Mayor and as a member of the City
Council. Senator Seymour was President and Chief Executive
Officer of Seymour Realty and Investment Company from 1964 to
1982. He received a B.S. in Business and Finance from the
University of California, Los Angeles.
|
|
|
|
|
|
|
|
Bruce G. Willison
|
|
Indymac Director since July 2005
|
|
Mr. Willison, age 59, is a director of Indymac and
Indymac Bank. Mr. Willison is the former Dean and a
Professor of Management of the John E. Anderson Graduate School
of Management at the University of California, Los Angeles. From
1999 to 2005 he was the Dean of the John E. Anderson Graduate
School of Management. He was previously the President and Chief
Operating Officer of H.F. Ahmanson and Company. Prior to that
Mr. Willison served as the Vice Chairman of First
Interstate Bancorp. Concurrently, Mr. Willison served as
the Chairman, President and Chief Executive Officer for First
Interstate Bank of California. Prior to his 18 year tenure
with First Interstate, Mr. Willison spent six years as a
Vice President for Bank of America NT&SA. He currently
serves as a corporate director for HealthNet, Inc., Move, Inc.,
and Sun America Inc.s Fund Complex. He also serves on
numerous community boards. Mr. Willison received a degree
in Economics from the University of California, Los Angeles, and
an M.B.A. in Finance from the University of Southern California.
He served as a Lieutenant in the United States Navy from 1970 to
1972.
|
Board
Recommendation:
The Board
of Directors recommends that stockholders vote FOR each of the
nominees. Proxies solicited by the Board of Directors will be so
voted unless the stockholder specifies otherwise.
Board
Meetings, Committees and Attendance For the Year 2007
The Board of Directors held 8 meetings, in person or by
telephone, during 2007. Each Board member is expected to
dedicate sufficient time, energy and attention to ensure the
diligent performance of his or her duties. In 2007, seven of the
Board members attended 100% of the total meetings of the Board
and those Board Committees of which he or she was a member.
Three Board members attended at least 90% of their meetings: two
members missed a Special Board Committee meeting that was
convened on an unscheduled basis while one member was unable to
attend a Board meeting. It is estimated that during 2007 on
average each Board member spent approximately 335 to
365 hours in Board and Committee meetings and in
preparation time for those meetings. In addition to attendance
at Board and Committee meetings, each member of the Board is
expected to attend each Annual Meeting of Stockholders and all
members of the Board attended the 2007 Annual Meeting of
Stockholders.
16
The Committees of the Board of Directors are as follows:
|
|
|
|
|
|
|
Board Committee
|
|
|
Members
|
|
|
Responsibilities and Meetings Held
|
Audit Committee(1)
|
|
|
Mr. Grant,
Chairman
Mr. Hunt
Mr. Willison
|
|
|
The primary purpose of this Committee is to assist the Board in
fulfilling its oversight responsibilities with respect to the
integrity of Indymacs financial statements, reports and
other financial information provided by Indymac to its
stockholders and others. In addition, the Committee, among other
responsibilities, reviews Indymacs compliance with legal
and regulatory requirements (in concert with other committees),
the independent auditors qualifications, performance and
independence, and the performance of Indymacs internal
audit function. The Committee monitors Indymacs audit,
accounting and financial reporting processes and system of
internal controls. The Committee held seven meetings in 2007.
|
Corporate Governance Committee
|
|
|
Mr. Seymour,
Chairman
Mr. Caldera
Mr. Grant
|
|
|
This Committee sets guidelines for corporate governance and
monitors the governance of Indymac to assure that Indymac has a
best practices corporate governance program.
Specifically the Committee reviews and recommends to the Board
of Directors, among other things, nominees for election as
directors at each Annual Meeting, membership of the committees
of the Board and matters relating to the evaluation,
performance, compensation and independence of Board members. The
Committee considers candidates for the Board of Directors
suggested by its members and other Board members, with input
from the Chief Executive Officer. The Committee also is
authorized to retain a third-party executive search firm to
identify candidates for the Board of Directors from time to
time. The Committee will consider candidates for the Board that
are recommended by stockholders of Indymac as further discussed
in Corporate Governance. The Committee held five
meetings in 2007.
|
Enterprise Risk Management Committee
|
|
|
Mr. Hunt,
Chairman
Mr. Gramley
Mr. Hodel
|
|
|
The primary purpose of this Committee is to ensure the
establishment of company-wide risk management policies and
strategies governing key risk factors related to capital
adequacy, asset quality, management, earnings, liquidity, and
sensitivity to market risk. The Committee also oversees certain
regulatory matters and the Companys relationship with
external credit rating agencies. The Committee held four
meetings in 2007.
|
Management Development and Compensation Committee
|
|
|
Mr. Seymour,
Chairman
Mr. Caldera
Mr. Grant
|
|
|
This Committee establishes, reviews and monitors Indymacs
compensation philosophy and practices in order to assist the
Board in the discharge of its responsibilities relating to
(a) the fair and competitive compensation of the Chief
Executive Officer and other key executives, (b) orderly
succession planning related to the Chief Executive Officer and
President of the Bank, (c) the employee retirement, health
and welfare plans of Indymac, including overseeing
managements administration of Indymacs defined
benefit pension plan and deferred compensation plans, and
(d) the creation of a corporate environment where ethical
behavior is the standard. The Committee also administers
Indymacs Long-Term Incentive Plans. The Committee held
seven meetings in 2007.
|
Qualified Legal Compliance Committee
|
|
|
Mr. Grant,
Chairman
Mr. Hunt
Mr. Willison
|
|
|
The purpose of the QLCC is to (1) adopt written procedures
for the confidential receipt, retention, and consideration of
any report of evidence submitted to the QLCC by an attorney
appearing and practicing before the Securities and Exchange
Commission in the representation of the Corporation or its
subsidiaries (the Attorneys and individually an
Attorney) of a (a) material violation of
federal or state securities law, (b) material breach of
fiduciary duty arising under United States federal or state law,
or (c) similar violation of any United States federal or
state law in compliance with the requirements of Part 205
(a Part 205 Report), (2) review and take
appropriate action with respect to any Part 205 Report, and
(3) otherwise fulfill the responsibilities of a qualified legal
compliance committee pursuant to Section 307 of the
Sarbanes Oxley Act of 2002 and Part 205. The Committee held no
meetings in 2007.
|
Strategy and Execution Committee
|
|
|
Mr. Haden,
Chairman
Mr. Gramley
Mr. Hodel
Mr. Hunt
Ms. Kennard
Mr. Willison
|
|
|
This Committee assists the Board in fulfilling its oversight
responsibilities with respect to defining Indymacs
mission, vision and long-term and annual strategic and financial
plan. The Committee reviews and makes recommendations to the
Board regarding Indymacs overall business foundation,
financial and non-financial objectives, the scope of business in
which it competes, its source of competitive advantage, and
significant decisions made by the Chief Executive Officer in key
strategic areas. The Committee held one meeting in 2007.
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
In the opinion of the Board of Directors of Indymac, all current
members of the Audit Committee are independent directors as
required and defined by the New York Stock Exchange (see the
further discussion regarding director independence and audit
committee financial experts in Corporate Governance
and Audit Committee Matters).
|
17
Indymac
Bank Board
Each member of the Indymac Board of Directors also serves as a
director of Indymac Bank, Indymacs principal operating
subsidiary. The Indymac Bank Board of Directors also has two
independent directors and one executive
officer-director
who do not serve on the Indymac Board of Directors. The Indymac
and Indymac Bank Board of Directors meetings are held
concurrently. The following are the persons who serve as
directors of Indymac Bank only:
|
|
|
|
|
|
|
Gabrielle E. Greene
|
|
Indymac Bank Director since January 2007
|
|
Ms. Greene, age 47, is a General Partner of Rustic
Canyon/Fontis Partners, a private equity fund based in Pasadena,
California. Prior to joining RC/Fontis, she was Chief Financial
Officer of Gluecode Software, a venture-backed open source
software company, which was sold to IBM in May 2005. Previously
she had been Chief Financial Officer of Crown Services, a
California based consolidation of commercial contractors. Before
joining Crown Services, Ms. Greene was a general partner of
the Citigroup sponsored BE/Greenwich Street Equity Fund. Prior
to joining BE/Greenwich Street Equity Fund in 1998,
Ms. Greene was a principal of HPB Associates, a New York
based hedge fund. From 1992 to 1994 Ms. Greene was the
founding managing director of the Commonwealth Enterprise Fund
in Boston, and from 1987 to 1992 Ms. Greene was a principal
at UNC Partners in Boston, where she was responsible for private
equity investments in diverse industries. Ms. Greene has
more than 15 years experience in the financial services
industry. She holds an MBA from Harvard Business School and a
J.D. from Harvard Law School. She also serves on the boards of
Bright Horizons, where she serves on the Audit Committee, and
Whole Foods, where she is Chairman of the Audit Committee and a
member of the Compensation Committee.
|
|
|
|
|
|
|
|
Stuart A. Gabriel
|
|
Indymac Bank Director since September 2004
|
|
Dr. Gabriel, age 54, has been Director of the Ziman
Center for Real Estate at UCLA and Arden Realty Chair and
Professor of Finance at the UCLA Anderson School of Management
since 2007. In 2004, he was elected as President of the American
Real Estate and Urban Economics Association. Dr. Gabriel
serves on the editorial boards of six academic journals and has
published approximately 60 articles on topics of economics and
finance. He also is a Fellow of the Homer Hoyt Institute for
Advanced Real Estate Studies. Dr. Gabriel serves as a
consultant to numerous corporate and governmental entities and
is a Director of KBS REIT. Prior to joining the USC faculty in
1990, Dr. Gabriel served on the economics staff of the
Federal Reserve Board in Washington, D.C. In recent years,
he also has been a Visiting Scholar at the Federal Reserve Bank
of San Francisco. Dr. Gabriel received a Ph.D. in
Economics from the University of California, Berkeley.
|
18
|
|
|
|
|
|
|
Richard H. Wohl
|
|
Indymac Bank Director since July 2005
|
|
Mr. Wohl, age 49, is President of Indymac Bank.
Mr. Wohl oversees the specialty lending and new business
growth and incubation areas of Indymac Bank in both its thrift
and mortgage banking segments. Mr. Wohl currently serves on
the Mortgage Bankers Associations Board of Directors and
is a Certified Mortgage Banker. Mr. Wohl previously served
Indymac in several capacities, including as Chief Executive
Officer of Indymac Mortgage Bank from February 2000 to July
2005, Chief Operating Officer in charge of various financial and
administrative functions from February 1999 to February 2000,
and as General Counsel and Secretary from April 1994 to February
1999. Prior to joining Indymac in April 1994, Mr. Wohl
practiced as an attorney with Morrison & Foerster in
Los Angeles, California where he worked in the institutional
lending and corporate areas with a focus on mortgage banking.
Mr. Wohl graduated with distinction from Stanford
University and received a J.D. with honors from Harvard Law
School, where he was an editor of the Harvard Law Review.
|
In addition to the Committees of the Indymac Board of Directors
referenced above, the Indymac Bank Board also has a Fair
Lending, Compliance, Technology & Security Committee
as follows:
|
|
|
|
|
|
|
Board Committee
|
|
|
Members
|
|
|
Responsibilities and Meetings Held
|
Fair Lending,
Compliance,
Technology &
Security
Committee
|
|
|
Ms. Kennard, Chair
Mr. Gabriel
Ms. Greene
Mr. Haden
|
|
|
The primary purpose of this Committee is to assist the Board in
its oversight of the Banks compliance with all consumer
regulatory, fair lending and compliance laws and regulations. In
addition, this Committee also provides strategic oversight of
Indymac Banks information technology and security
activities. The Committee held five meetings in 2007.
|
|
|
|
|
|
|
|
19
Director
Compensation
The following table sets forth total compensation paid to
non-employee directors for 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
|
Incentive Plan
|
|
|
|
Compensation
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
Awards
|
|
|
|
Awards
|
|
|
|
Compensation
|
|
|
|
Earnings
|
|
|
|
Compensation
|
|
|
|
Total
|
|
Name
|
|
|
Year
|
|
|
($) (1)
|
|
|
|
($) (2) (3)
|
|
|
|
($) (2) (3)
|
|
|
|
($)
|
|
|
|
($) (4)
|
|
|
|
($) (5)
|
|
|
|
($)
|
|
Louis E. Caldera
|
|
|
2007
|
|
|
$
|
117,500
|
|
|
|
$
|
39,710
|
|
|
|
$
|
55,092
|
|
|
|
$
|
|
|
|
|
$
|
218
|
|
|
|
$
|
1,000
|
|
|
|
$
|
213,520
|
|
|
|
|
2006
|
|
|
|
146,500
|
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
251
|
|
|
|
|
12,174
|
(6)
|
|
|
|
261,626
|
|
Lyle E. Gramley
|
|
|
2007
|
|
|
|
77,500
|
|
|
|
|
39,710
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
559
|
|
|
|
|
1,000
|
|
|
|
|
173,861
|
|
|
|
|
2006
|
|
|
|
89,000
|
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
886
|
|
|
|
|
1,000
|
|
|
|
|
193,587
|
|
Hugh M. Grant
|
|
|
2007
|
|
|
|
152,500
|
|
|
|
|
39,710
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
248,302
|
|
|
|
|
2006
|
|
|
|
174,167
|
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
277,868
|
|
Patrick G. Haden
|
|
|
2007
|
|
|
|
85,000
|
|
|
|
|
39,710
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
1,000
|
|
|
|
|
180,818
|
|
|
|
|
2006
|
|
|
|
101,500
|
(7)
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
29
|
|
|
|
|
1,000
|
|
|
|
|
205,230
|
|
Terrance G. Hodel
|
|
|
2007
|
|
|
|
80,000
|
|
|
|
|
85,706
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
81
|
|
|
|
|
1,000
|
|
|
|
|
221,879
|
|
|
|
|
2006
|
|
|
|
94,000
|
|
|
|
|
100,019
|
|
|
|
|
58,458
|
|
|
|
|
|
|
|
|
|
141
|
|
|
|
|
1,000
|
|
|
|
|
253,618
|
|
Robert L. Hunt II
|
|
|
2007
|
|
|
|
127,500
|
|
|
|
|
39,710
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
223,302
|
|
|
|
|
2006
|
|
|
|
134,000
|
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
237,701
|
|
Lydia H. Kennard
|
|
|
2007
|
|
|
|
95,000
|
|
|
|
|
39,710
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
190,802
|
|
|
|
|
2006
|
|
|
|
88,676
|
(8)
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
192,377
|
|
Senator John Seymour (ret)
|
|
|
2007
|
|
|
|
146,298
|
|
|
|
|
39,710
|
|
|
|
|
55,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
242,100
|
|
|
|
|
2006
|
|
|
|
175,000
|
|
|
|
|
20,362
|
|
|
|
|
82,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
|
278,701
|
|
Bruce G. Willison
|
|
|
2007
|
|
|
|
108,000
|
|
|
|
|
39,710
|
|
|
|
|
103,552
|
|
|
|
|
|
|
|
|
|
114
|
|
|
|
|
1,000
|
|
|
|
|
252,376
|
|
|
|
|
2006
|
|
|
|
105,833
|
|
|
|
|
20,362
|
|
|
|
|
106,918
|
|
|
|
|
|
|
|
|
|
88
|
|
|
|
|
1,000
|
|
|
|
|
234,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Fee amount deferred at the election of the director to a
subsequent year are included in amount reported.
|
|
(2)
|
Amounts reflect the amounts recognized for financial statement
reporting purposes in fiscal year 2007, computed in accordance
with Statement of Financial Accounting Standards No. 123(R)
Share-Based Payment (SFAS No. 123(R))
without taking into consideration a forfeiture assumption, as
required by the Securities Exchange Commission (SEC) for
disclosure purposes in this Director Compensation Table. See
Note 23 Benefit Plans in Indymacs 2007
Form 10-K
for an explanation of the valuation model assumptions used. The
grant date fair value for each stock and option award made to
each non-employee director on March 23, 2007, and computed
in accordance with SFAS No. 123(R), was $56,003 and
$51,884, respectively.
|
20
|
|
(3)
|
As of December 31, 2007, the aggregate number of restricted
stock and option awards outstanding for each director was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards:
|
|
|
|
|
Stock Awards:
|
|
|
|
Number of
|
|
|
|
|
Number of
|
|
|
|
Securities
|
|
|
|
|
Shares of Stock
|
|
|
|
Underlying
|
|
Name
|
|
|
or Units (#)
|
|
|
|
Options (#)
|
|
Louis E. Caldera
|
|
|
|
3,145
|
|
|
|
|
65,646
|
|
Lyle E. Gramley
|
|
|
|
3,145
|
|
|
|
|
60,554
|
|
Hugh M. Grant
|
|
|
|
3,145
|
|
|
|
|
111,190
|
|
Patrick G. Haden
|
|
|
|
3,145
|
|
|
|
|
111,190
|
|
Terrance G. Hodel
|
|
|
|
4,254
|
|
|
|
|
30,865
|
|
Robert L. Hunt II
|
|
|
|
3,145
|
|
|
|
|
83,418
|
|
Lydia H. Kennard
|
|
|
|
3,145
|
|
|
|
|
75,646
|
|
Senator John Seymour (ret)
|
|
|
|
3,145
|
|
|
|
|
91,190
|
|
Bruce G. Willison
|
|
|
|
3,145
|
|
|
|
|
32,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
Includes the above-market nonqualified deferred compensation
earnings during 2007, which is the required disclosure in this
Director Compensation Table. See the detailed discussion
concerning the Deferred Compensation Plan, including the
methodology for setting the annual rate of return, in the
section captioned Deferred Compensation Plan on
page 50 of this Proxy Statement.
|
|
(5)
|
Includes for each current director a $1,000 annual charitable
contribution made by Indymac to a charity chosen by each
director on each directors birthday.
|
|
(6)
|
Includes the following: membership dues paid on behalf of
Mr. Caldera to a nonprofit organization in support of
Indymac Banks Hispanic lending initiatives, miscellaneous
gifts, recreation fees and $1,000 annual charitable contribution
described in footnote (5).
|
|
(7)
|
Includes $5,000 in fees for serving on the Fair Lending,
Compliance, Technology and Security Committee of the Board of
IndyMac Bank.
|
|
(8)
|
Reflects compensation for Ms. Kennards service on the
Board of Indymac Bank.
|
For 2007, our compensation included the following for
non-employee directors:
|
|
|
|
|
An annual cash retainer of $75,000;
|
|
|
|
An additional annual cash retainer of $20,000 for service on the
Audit Committee;
|
|
|
|
An additional annual cash retainer of $20,000 for service during
his or her term as Presiding Director;
|
|
|
|
A $2,500 cash fee for Committee Chairman for each Committee
meeting chaired in a calendar year;
|
|
|
|
A $2,500 cash fee for Committee members for each Committee
meeting attended (after the fourth Committee meeting attended in
a calendar year);
|
|
|
|
A $2,500 daily fee for attendance at other qualifying
board-related functions;
|
|
|
|
Non-qualified stock options and restricted cash or stock awards;
|
|
|
|
A stock ownership requirement equivalent to three times the
annual cash retainer fee.
|
21
For 2007, each non-employee director received an automatic
annual grant of a nonqualified stock option to purchase shares
of Common Stock equal to 0.0125% of the issued and outstanding
shares of such Common Stock as of the end of the preceding
fiscal year (excluding treasury shares). Additionally, each
non-employee director receives a number of shares of restricted
common stock having a fair market value equal to the value of
the above mentioned option grant, determined using the same
valuation method as then used by Indymac for financial reporting.
As in the past, options and restricted stock were granted
automatically on the same date that annual grants of long-term
incentive awards were made to employees. Under the Director
Compensation and Stock Ownership Policy, if a non-employee
director is elected within six months following the annual grant
date, he or she will receive options for the number of shares
covered by the most recent annual director grant. If a
non-employee director is elected more than six months following
the most recent annual grant date, but before the next annual
grant date, he or she will receive options for one-half the
number of shares covered by the most recent annual director
grant. The number of shares of restricted stock granted to such
non-employee directors will be determined according to the value
of the option grant, as described above.
Options have an exercise price equal to the fair market value of
Common Stock on the date of grant, will vest on the first
anniversary of the grant date, and expire on the latest date
permitted under our incentive plan or earlier in the event of a
non-employee directors termination of service.
Restricted stock vests in equal annual installments over a
three-year period, and any dividends on such shares will accrue
and vest at the same time.
Vesting for options and restricted stock will accelerate in full
upon a change in control of Indymac, a non-employee
directors death or disability, or a non-employee
directors failure to be renominated or reelected to the
board after five years of service as a director, provided that
the director remains on the board until his or her normal term
expires. In addition, the options and restricted stock will
become immediately vested in the event that a non-employee
director ceases to be a director pursuant to the Board of
Directors acceptance of the non-employee directors
resignation after such director fails to receive a sufficient
number of votes for re-election in accordance with the majority
vote requirements in Indymacs Bylaws.
The non-employee directors are eligible to participate in the
Deferred Compensation Plan, which is discussed in detail in the
section captioned Deferred Compensation Plans on
page 50 of this Proxy Statement. In 2007, the following
directors participated in the plan: Messrs. Caldera,
Gramley, and Willison. Senator Seymour and Ms. Kennard were
also participants in the plan. As described on page 50, the
Indymac Bank Deferred Compensation Plan was frozen from future
contributions in 2008 and going forward.
Refer to page 51 for a description of the Directors
Stock Ownership guidelines. See also the description of the
Director Emeritus program included in this section.
For 2008, several changes were made to our non-employee director
compensation program, in consideration of the increase in time
commitment, risk and complexity for directors given the recent
difficulties in the mortgage industry and financial markets.
These changes also reflect Indymacs need to strengthen our
ability to retain directors during this critical period of
rebuilding the Company. The annual value of incentive awards
will now be equal to the average cash compensation of all
non-employee directors for the prior year. This amount includes
the annual retainer, special retainers of committee or
22
presiding director service, committee fees, and other fees for
board-related service, but specifically excludes the value of
incentive awards granted in the prior year. Based upon cash
awards in 2007, this aggregate award value for non-employee
directors in 2008 will equal $108,573. These incentive awards
will be issued in the form of stock options and restricted cash
awards as follows:
|
|
|
|
|
Stock option grants for a number of shares up to 25,000, with
the remainder of the value of the incentive award (if any) to be
restricted cash awards, as described below. The Company realizes
that it is unlikely that a sufficient number of shares will be
available to grant options near these levels in future years.
Options now vest ratably over three years as to one-third of the
shares granted on each anniversary of the grant date. Under the
2007 director compensation program, options vested on the
first anniversary of the date of grant.
|
|
|
|
In lieu of restricted stock awards, non-employee directors will
receive a restricted cash award, which is required
to be deferred into our Senior Manager and Non-Employee Director
Deferred Compensation Plan. Under this plan, the director may
elect to invest in a cash fund, which will earn a rate of return
pursuant to the provisions of the plan and be paid out in cash,
or an Indymac common stock fund, which will be paid out in
Indymac Common Stock. Amounts deferred under this plan will
ratably vest over a three-year period. For more information
regarding this plan, see page 50 below.
|
Director
Emeritus Plan
Historically, Indymac has maintained a Director Emeritus Plan,
which provides certain retiring non-employee directors with a
benefit based upon length of service as a director and the level
of cash compensation received as a director prior to retirement.
Pursuant to the Director Compensation and Stock Ownership
Policy, the Director Emeritus Plan is available only for
non-employee directors who were serving on the board as of
December 31, 2005, or who already were participating in the
Director Emeritus Plan as of such date. Directors who wish to
participate in the Director Emeritus Plan must execute a
Participation Agreement that prohibits them from competing with
Indymac during the benefit period.
PROPOSAL
TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
General
The Audit Committee of the Board of Directors has appointed
Ernst & Young LLP (Ernst &
Young) as the independent auditors to audit Indymacs
consolidated financial statements for the fiscal year ending
December 31, 2008. Ernst & Young has acted as the
independent auditors for Indymac since 2001. This appointment is
being presented to stockholders for ratification at this
meeting. If the stockholders do not ratify the appointment of
Ernst & Young, the Audit Committee will reconsider
their appointment. A representative of Ernst & Young
will be present at the Annual Meeting, will have an opportunity
to make a statement if he or she wishes to do so, and will be
available to respond to appropriate questions.
23
Vote
Required; Board Recommendation
The affirmative vote of a majority of the shares of Common Stock
present or represented by proxy and entitled to vote on this
proposal at the Annual Meeting is required for ratification.
The Board of Directors recommends a vote FOR ratification of
the appointment of Ernst & Young LLP as Indymacs
independent auditors for the fiscal year ending
December 31, 2008. Proxies solicited by the Board of
Directors will be so voted unless the stockholder specifies
otherwise.
CORPORATE
GOVERNANCE
General
Indymac adopted formal corporate governance standards in January
2002 and has a Corporate Governance Committee (the
CGC) of the Board of Directors (the
Board) with the primary function of setting
guidelines for corporate governance and reviewing governance
standards annually to ensure they incorporate recent corporate
governance developments and generally meet the corporate
governance needs of Indymac. Specifically, the CGC
(a) assists the Board by identifying individuals qualified
to become Board members and recommends to the Board the director
nominees for the next annual meeting of stockholders and for
Board committee assignments, (b) recommends to the Board
the Corporate Governance Guidelines, Board Committee Charters
and Board Policies applicable to the Company, and (c) leads
the Board in its annual review of the Boards performance
and other governance related matters.
You may obtain the Board of Directors Corporate Governance
Philosophy and Guidelines and the charters of each of the
Boards committees, including the Audit Committee,
Corporate Governance Committee, Enterprise Risk Management
Committee, Management Development and Compensation Committee,
Strategy and Execution Committee and Qualified Legal Compliance
Committee by accessing the Corporate Governance
subsection of the Investors section of www.imb.com,
or by writing to Indymacs Corporate Secretary at IndyMac
Bancorp, Inc., 888 East Walnut Street, Pasadena, California
91101.
As of February 27, 2008, Institutional Shareholder
Services, Inc. ranked Indymacs governance at the
100th percentile of its industry group and at the
100th percentile of the S&P 400 group.
Director
Independence and Presiding Director
The Corporate Governance Committee of the Board of Directors has
adopted criteria and procedures for evaluating the independence
of Indymacs directors based on the listing standards of
the New York Stock Exchange, which can be found on the
Companys Web site at www.imb.com. Pursuant to these
procedures, an independence review must be made when a director
joins the Board, annually prior to re-election, and at any time
that a directors circumstances change such that the
Committee or the Board determines that an independence
assessment should be conducted. The Board undertook its annual
review of director independence in January 2008. During this
review, the Board considered relationships and transactions
during the past three years between each director or any member
of his or her immediate family and Indymac and its subsidiaries
and affiliates. In addition to the transactions reported under
Certain Transactions and Business Relationships, the
Board considered the following:
|
|
|
|
|
Messrs. Grant and Hadens positions as members of the
compensation committee of a company that leased space from
Indymac Bank during the first half of 2007. These positions and
the lessees
|
24
occupancy were established prior
to Indymac Banks purchase of said space. In July 2007,
Indymac Bank sold said space; and
|
|
|
|
|
Mr. Hadens position as a partner of a company that
owns a 10% interest in an investment banking firm that Indymac
Bank had engaged from time to time. Mr. Haden has an
indirect investment in Stephen & Partners, an
investment banking firm that Indymac Bank had, in the past,
engaged to assist it with assessing potential companies for
Indymac Bank to acquire. Mr. Haden is, and has been for
18 years, a general partner of Riordan, Lewis &
Haden (RLH). RLH invested in Stephens &
Partners in 1998 and currently owns 10% of Stephens &
Partners.
|
Further, the Board considered each directors board and
committee service with companies which may transact business
with Indymac. The purpose of the review was to determine whether
any such relationships or transactions were inconsistent with a
determination that the director is independent.
Based on the review, the Board of Directors affirmatively
determined that Messrs. Caldera, Gramley, Grant, Haden,
Hodel, Hunt, Seymour and Willison and Ms. Kennard,
constituting all of the directors nominated for election at the
Annual Meeting other than Mr. Perry, Indymacs
Chairman of the Board and Chief Executive Officer, are
independent of Indymac and its management under the criteria
established by the Corporate Governance Committee. Accordingly,
90% of the Board-elect consists of independent directors.
The Board of Directors Corporate Governance Philosophy and
Guidelines require the Board to appoint presiding directors who
are independent directors and shall serve as the presiding
director at the Executive Sessions held during the following
year. Prior to April 25, 2007, the Company rotated the role
of presiding director throughout the year. Effective
April 25, 2007, the Company approved the change of
structure of the presiding director role to an annual term and
Senator Seymour was appointed as the presiding director for the
2007-2008
term. Senator Seymour has been reappointed as presiding director
for the
2008-2009
term. The Board of Directors met in Executive Session at 7 of
its 8 meetings in 2007.
Communicating
with the Presiding Director and the Board
You may communicate with the presiding director or the Board as
a group by writing to Presiding Director, IndyMac Bancorp, Inc.,
888 East Walnut Street, Pasadena, California 91101.
Communications to specific non-management directors may be
submitted to the attention of the Corporate Secretary at the
same address. The Corporate Secretary will regularly forward to
the Board a summary or copies of all such correspondence that,
in the opinion of the Corporate Secretary, relates to the
functions of the Board or committees thereof or that she
otherwise determines requires their attention. Directors may at
any time request copies of any correspondence so summarized.
Alternatively, a director may request that all correspondence
addressed to him or her be forwarded to him or her. Concerns
relating to accounting, internal controls or auditing matters
may be communicated in this manner, or may be submitted via the
Accounting/Audit link under the Contact Us section
of www.imb.com. These concerns are immediately brought to the
attention of Indymacs internal audit department and
handled in accordance with procedures established by the Audit
Committee with respect to such matters.
Audit
Committee Financial Experts
Pursuant to the applicable rules of the Securities and Exchange
Commission, the Board undertook a review of the qualifications
and expertise of the Audit Committee members in January 2008.
Based on this review, the Board of Directors has determined that
Messrs. Grant, Hunt and Willison, all of the
25
members of the Audit Committee, are audit committee
financial experts, as defined by the Securities and
Exchange Commission rules.
Consideration
of Stockholder Candidates and Selection Criteria
The Corporate Governance Committee will consider candidates
recommended by stockholders of Indymac for nomination for
election to the Board of Directors at Indymacs Annual
Meeting. A stockholder who wishes to recommend a candidate for
nomination to the Board of Directors must submit such
recommendation to the Corporate Secretary of Indymac in
accordance with Indymacs Bylaws, the Corporate Governance
Philosophy and Guidelines, and the Policy & Guidelines
on Director Candidates Recommended by Stockholders, which
requires such notice be delivered to and received no later than
one hundred twenty (120) days prior to the anniversary date
of the mailing of the proxy statement in connection with the
previous years annual meeting. All such recommendations
will be forwarded by the Corporate Secretary to the Chairman of
the Corporate Governance Committee.
All stockholder recommendations of candidates for nomination for
election to Indymacs Board must be in writing and must set
forth as to each director candidate recommended the following:
(1) name, age, business address and residence address of
the individual; (2) the principal occupation or employment
of the individual during the five-year period preceding the date
of the recommendation; (3) the class and number of shares
of capital stock of Indymac that are owned beneficially or of
record by the individual; (4) any other information
relating to the individual that would be required to be included
in a proxy statement prepared in connection with the
solicitation of proxies for an election of directors pursuant to
applicable law and regulations; and (5) a statement of
whether the individual, if elected, intends to tender, promptly
following the individuals election, an irrevocable offer
of resignation as contemplated by the majority vote provisions
of Indymacs Bylaws. Certain information as to the
stockholder providing the recommendation must be included, such
as, the name and address of the stockholder, the class and
number of shares of capital stock of Indymac which are owned
beneficially or of record by the stockholder and a description
of certain types of material agreements and arrangements between
the stockholder and its related persons, on one hand, and the
director candidate and its related persons, on the other hand.
Each recommendation must be accompanied by: (i) a completed
and signed questionnaire together with certain representations
specified in Indymacs Bylaws relating to the absence of
certain commitments and agreements that might otherwise
interfere with the candidates ability to carry out the
duties of a director; and (ii) the written consent of each
individual recommended, which must include a statement that if
the individual were to be nominated and elected, the individual
would serve as a director of Indymac and permission to
investigate the individual for purposes of considering the
individual as a director nominee.
The Corporate Governance Committee will consider prospective
nominees for the Board of Directors based on the need for
additional Board members to fill vacancies or to expand the size
of the Board. Once the Corporate Governance Committee has
identified a prospective nominee, the Committee makes an initial
determination as to whether to conduct a full evaluation of the
candidate. This initial determination is based on whatever
information is provided to the Committee with the recommendation
of the prospective candidate, as well as the Committees
own knowledge of the prospective candidate, which may be
supplemented by inquiries to the stockholder making the
recommendation. The Committee then evaluates the prospective
nominee against the standards and qualifications set forth in
Indymacs Corporate Governance Philosophy and Guidelines,
including relevant experience, industry expertise, intelligence,
independence, diversity of background and outside commitments.
26
Stockholders may also make nominations of persons for election
to the Board of Directors at the annual meeting in accordance
with the Bylaws of Indymac, if the stockholder provides notice
of such nomination to the Corporate Secretary (1) not less
than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders and (2) in the form required by the Bylaws of
Indymac. No stockholder nominations of persons for election to
the Board of Directors were received in connection with the 2008
Annual Meeting.
Code of
Business Conduct and Ethics
Indymac has a Code of Business Conduct and Ethics that is
applicable to all employees and officers of Indymac, including
the principal executive officer, the principal financial officer
and the principal accounting officer. In addition, Indymac has a
Director Code of Ethics that sets forth the policy and standards
concerning ethical conduct for directors of Indymac. You may
obtain the Code of Business Conduct and Ethics and the Director
Code of Ethics by accessing the Corporate Governance
subsection of the Investors section of www.imb.com,
or free of charge by writing to Indymacs Corporate
Secretary at IndyMac Bancorp, Inc., 888 East Walnut Street,
Pasadena, California 91101. Indymac intends to post amendments
to or waivers from the Code of Business Conduct and Ethics (to
the extent applicable to Indymacs principal executive
officer, principal financial officer or principal accounting
officer) and the Director Code of Ethics at this location on its
website.
Related
Party Transactions and Business Relationships
Indymac recognizes that transactions with related persons
present a heightened risk of actual or perceived conflicts of
interest or improper valuation. Nevertheless, Indymac recognizes
that there are situations where such transactions may be in, or
may not be inconsistent with, the best interests of Indymac and
its shareholders. The SEC requires public companies to report
certain related person transactions in their public reports. For
the first time in 2007, the SEC required public companies to
describe their policies and procedures relating to the review,
approval or ratification of related person transactions.
Historically, Indymacs practices and procedures to monitor
and disclose related person transactions have included:
|
|
|
|
|
The adoption of a policy requiring prior approval of loans to
directors, officers, and persons residing in their household, in
accordance with the requirements of Federal Reserve Board
Regulation O,
|
|
|
|
The adoption of an Employee Code of Business Conduct and Ethics,
and a Director Code of Ethics, which govern potential conflicts
of interest, and
|
|
|
|
The use of annual questionnaires requiring directors and
executive officers to report related person transactions to
Indymac.
|
In addition, on February 27, 2007, Indymac adopted a
formal, written policy which requires the Chairman of the
Corporate Governance Committee to determine whether any
transaction in which all of the following are present is a
related person transaction under applicable rules
and regulations:
|
|
|
|
|
Indymac or any of its subsidiaries was, is or will be a
participant,
|
|
|
|
any director, nominee for director, executive officer, 5%
shareholder, immediate family member of such persons, or company
in which any of such persons is a controlling party (such as a
senior
|
27
|
|
|
|
|
officer, senior manager, partner, principal, or 5% shareholder)
has or will have a direct or indirect interest, and
|
|
|
|
|
|
the amount involved exceeds or may exceed $120,000 individually
or when aggregated with all similar transactions with such
person.
|
Any related person or senior manager who becomes aware of a
potential related person transaction is required to notify the
Chief Governance Officer, who will inform the Chairman of the
Corporate Governance Committee and the General Counsels
office. If the Chairman of the Corporate Governance Committee
determines that the proposed transaction would be a related
person transaction, it must be pre-approved by the Corporate
Governance Committee at the next regularly scheduled meeting. If
it is not practicable or desirable to wait until the next
meeting, the transaction may be pre-cleared by the Chairman of
the Corporate Governance Committee or the Presiding Director
(acting under delegated authority).
Any transaction involving the hiring of a related person, other
than an independent director or an immediate family member of an
independent director, to an ordinary position at Indymac for an
ordinary level of compensation will not require pre-approval but
will be reviewed and ratified, amended, or terminated by the
Corporate Governance Committee on an annual basis. If the Chief
Executive Officer or any senior manager becomes aware of a
related person transaction that is pending or ongoing that has
not been previously considered, reviewed or approved in
accordance with the policy, the transaction will be reported to
the Corporate Governance Officer, who will present it to the
Chairman of the Corporate Governance Committee for
consideration. If the Chairman of the Corporate Governance
Committee determines that the transaction is a related person
transaction, it must be presented to the Corporate Governance
Committee for review and ratification, amendment or termination.
Only transactions that the Corporate Governance Committee (or
the Committee Chairman or Presiding Director acting under
delegated authority) determine in good faith to be in, or not
inconsistent with, the best interests of Indymac and its
shareholders will be pre-approved or ratified. Transactions
involving extensions of credit required to be approved in
accordance with Indymacs Regulation O policy will be
handled in accordance with that policy.
Mortgage
Loans and Extensions of Credit
From time to time, certain directors and executive officers of
Indymac and its subsidiaries, and family members of such
persons, were indebted to Indymac Bank as customers in
connection with mortgage loans and other extensions of credit by
Indymac Bank. These transactions were in the ordinary course of
business and were on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with unrelated persons. None of
these loans have involved more than the normal risk of
collectibility or presented other unfavorable features. In
addition, directors, officers and employees of Indymac and its
subsidiaries are entitled to receive certain discounts or
waivers of fees or commissions for certain products and services
offered by Indymac Bank.
Senior
Officer Loans
Indymac had a special loan program for senior officers to assist
them in relocating to the Pasadena area. For senior officers who
are eligible for the program, Indymac will extend a second
mortgage loan in an amount up to $500,000, secured by the senior
officers home. Pursuant to the terms of the loan, no
interest or principal is due unless the senior officers
employment is terminated for any reason, at which point the
interest rate is modified and interest and principal payments
are calculated to ensure payment in
28
full on the maturity date. Each loan is forgiven over a four or
five year period, with 25% or 20%, as applicable, being forgiven
on each of the first four or five anniversaries of the
origination date. In compliance with the Sarbanes-Oxley Act of
2002, which prohibits loans from Indymac to executive officers,
this loan program is no longer offered to Indymacs
executive officers. Indymac extended loans to executive officers
under this program prior to the enactment of the Sarbanes-Oxley
Act of 2002, and pursuant to the grandfather provisions of such
law, these loans may remain outstanding (so long as they are not
modified) until maturity. The total amount of loans outstanding
to all senior officers under this loan program as of
December 31, 2007 was $1,391,000.
Indymac also had a special loan program to assist senior
officers with initiation fees for country club memberships to be
used for business purposes. The loan program was discontinued in
July 2002. Pursuant to the terms of the outstanding loans, the
loans bear no interest and no principal is due unless the senior
officers employment is terminated or
he/she
relinquishes the membership, at which point, the lesser of the
value of the membership or the entire principal amount is due
and payable. Indymac extended loans to executive officers under
this program prior to the enactment of the Sarbanes-Oxley Act of
2002, and pursuant to the grandfather provisions of such law,
these loans may remain outstanding (so long as they are not
modified) until maturity. The total amount of loans outstanding
to all senior officers under this loan program as of
December 31, 2007, was $55,000.
The following table sets forth information concerning loans
outstanding to Indymacs executive officers under the two
loan programs described above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
Highest Balance
|
|
|
|
|
|
Name
|
|
|
Loan Program
|
|
|
Origination Date
|
|
|
|
December 31, 2007
|
|
|
|
During 2007
|
|
|
|
Interest Rate
|
|
S. Blair Abernathy
|
|
|
Club Loan(1)
|
|
|
|
11/28/2000
|
|
|
|
$
|
|
|
|
|
$
|
3,600
|
|
|
|
|
0%
|
|
A. Scott Keys
|
|
|
Second Loan(2)
|
|
|
|
2/22/2002
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
4.865%
|
|
|
|
|
Club Loan
|
|
|
|
6/27/2002
|
|
|
|
|
55,000
|
|
|
|
|
55,000
|
|
|
|
|
0%
|
|
Michelle Minier
|
|
|
Club Loan(1)
|
|
|
|
4/24/1998
|
|
|
|
|
|
|
|
|
|
39,000
|
|
|
|
|
0%
|
|
John D. Olinski
|
|
|
Club Loan(1)
|
|
|
|
12/21/2000
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
0%
|
|
Michael W. Perry
|
|
|
Club Loan(3)
|
|
|
|
3/24/1993
|
|
|
|
|
|
|
|
|
|
23,688
|
|
|
|
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The loan was forgiven in 2007 and reported as imputed income to
the respective Executive Officer.
|
|
(2)
|
|
The loan was forgiven over a five-year period that ended in
February 2007. The forgiven amount plus accrued interest was
reported as imputed income to Mr. Keys.
|
|
(3)
|
|
The loan was paid off by Mr. Perry in March 2007.
|
Family
Member Employees
During 2007, certain family members of Messrs. Perry and
Sillman, and Ms. Minier and Ms. Mathoda worked for
Indymac or one of its subsidiaries or affiliates as set forth in
the following table. None of Mr. Perrys or
Ms. Mathodas family member(s) resided in his or her
respective household during the year. Neither Messrs. Perry
or Sillman, nor Ms. Minier or Ms. Mathoda was involved
in the direct management of their respective family members.
Indymacs general policy is to hire employees based on each
employees qualifications for the position for which the
employee is considered regardless of the employees
relationship to directors, officers or employees of Indymac and
its subsidiaries and affiliates.
29
Additionally, Indymac compensates
all employees in accordance with the compensation parameters
established for each position, with increases based solely on
merit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
Total Cash
|
|
Officer/Director
|
|
|
Family Member
|
|
|
Title
|
|
|
Salary
|
|
|
|
Compensation
|
|
|
|
Other
|
|
|
|
Compensation
|
|
Michael W. Perry
|
|
|
Bob Perry
(father)(1)
|
|
|
Independent Inspector
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
86,925
|
|
|
|
$
|
86,925
|
|
|
|
|
Roger Perry
(brother)(2)
|
|
|
Lending Officer for Home Builder Division
|
|
|
|
79,167
|
|
|
|
|
267,454
|
|
|
|
|
|
|
|
|
|
346,621
|
|
|
|
|
Jeanne Telvig Moe
(sister-in-law)(3)
|
|
|
Business Development Manager for the Mortgage Professionals Group
|
|
|
|
36,000
|
|
|
|
|
206,047
|
|
|
|
|
|
|
|
|
|
242,047
|
|
|
|
|
Annie Welch
(cousin)
|
|
|
First Vice President, Operations, Home Equity Division
|
|
|
|
140,000
|
|
|
|
|
72,229
|
|
|
|
|
|
|
|
|
|
212,229
|
|
Frank M. Sillman
|
|
|
Michelle Minier
(wife)
|
|
|
Executive Vice President, Chief Executive Officer, Financial
Freedom
|
|
|
|
400,000
|
|
|
|
|
552,723
|
|
|
|
|
|
|
|
|
|
952,723
|
|
Michelle Minier
|
|
|
Frank Sillman
(husband)
|
|
|
Executive Vice President, Chief Executive Officer, Mortgage Bank
|
|
|
|
500,000
|
|
|
|
|
742,712
|
|
|
|
|
|
|
|
|
|
1,242,712
|
|
Rayman K. Mathoda
|
|
|
Nikhil Shahi
(brother-in-law)
|
|
|
Vice President, Strategic Planning
|
|
|
|
120,000
|
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
133,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Mr. Perry is an independent building inspector who is hired
by Indymac Banks Homebuilder division from time to time at
standard market rates to inspect properties that secure Indymac
Bank construction loans. Indymac Bank was generally reimbursed
for the indicated amount through fees paid by the subject
borrowers.
|
|
(2)
|
|
For 2007, Mr. Perry was one of the top producers of new
loan commitments within the division.
|
|
(3)
|
|
For 2007, Ms. Moe ranked number 10 out of 982 for all
Wholesale Business Development Managers, and number 2 out of 48
in her respective region.
|
Section 16(a)
Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934,
Indymacs directors and executive officers are required to
report their ownership of and transactions in Common Stock to
the Securities and Exchange Commission and the New York Stock
Exchange. Copies of these reports are also required to be
supplied to Indymac. Specific dates for filing these reports
have been established by the Securities and Exchange Commission,
and Indymac is required to report in this Proxy Statement any
failure of its directors and executive officers to file by the
relevant due date any of these reports during 2007. Based solely
on its review of the copies of the reports prepared or received
by it, Indymac believes that all such filing requirements were
satisfied, except that Mr. Hymel reported a small portion
of shares held directly late, as a result of an error by Indymac.
30
AUDIT
COMMITTEE MATTERS
Audit
Committee Report
Management is responsible for Indymacs internal controls
and the financial reporting process. The independent auditors
are responsible for performing an independent audit of
Indymacs consolidated financial statements in accordance
with the standards of the Public Company Accounting Oversight
Board and to issue a report thereon. The Audit Committees
responsibility is to monitor and oversee these processes, but
the Audit Committee is not responsible for preparing
Indymacs financial statements or auditing those financial
statements, which are the responsibilities of management and the
independent auditors, respectively.
The Audit Committee has reviewed with Ernst & Young
LLP (Ernst & Young), who, as
Indymacs independent auditors, are responsible for
expressing an opinion on the conformity of the audited financial
statements with generally accepted accounting principles,
Ernst & Youngs judgment as to the quality, not
just the acceptability, of Indymacs accounting principles
and such other matters as are required to be discussed with the
Audit Committee under generally accepted auditing standards. The
Audit Committee has also discussed with Indymacs internal
auditors and Ernst & Young the overall scope and plans
for their respective audits. The Audit Committee meets
separately with the internal auditors and the independent
auditors (without management present) to discuss the results of
their examinations, their evaluations of Indymacs internal
controls and the overall quality of Indymacs financial
reporting.
In the context of the foregoing, the Audit Committee has
reviewed the audited consolidated financial statements of
Indymac for the fiscal year ended December 31, 2007 with
management. In connection with that review, management
represented to the Audit Committee that Indymacs
consolidated financial statements were prepared in accordance
with generally accepted accounting principles.
The Audit Committee has reviewed managements report on its
assessment of internal controls over financial reporting, as
required under the Sarbanes-Oxley Act of 2002 and the FDIC
Improvement Act of 1991. In its report, management provided a
positive assertion that internal controls over financial
reporting were in place and operating effectively as of
December 31, 2007. The Audit Committee also has reviewed
with Ernst & Young LLP its attestation report on
Indymacs internal controls over financial reporting.
The Audit Committee has discussed the consolidated financial
statements with Ernst & Young and it also has
discussed with Ernst & Young the matters required to
be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees) and the New York Stock
Exchange rules relating to the conduct of the audit. The Audit
Committee also has received written disclosures and a letter
from Ernst & Young regarding its independence from
Indymac as required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), has
discussed with Ernst & Young the independence of the
firm, and has considered all of the above communications as well
as all audit, audit-related and non-audit services provided by
Ernst & Young. In reliance upon the foregoing, the
Audit Committee has determined that Ernst & Young are
independent auditors with respect to Indymac within the meaning
of the federal securities laws and the rules and regulations
thereunder and Rule 3600T of the Public Company Accounting
Oversight Board, which designates as interim independence
standards Rule 101 of the American Institute of Certified
Public Accountants Code of Professional Conduct and
Standards Nos. 1, 2 and 3 of the Independence Standards Board.
In connection with Ernst & Youngs audit of
Indymacs consolidated financial statements, Indymac
entered into an engagement
31
agreement with Ernst & Young, which set forth the
terms by which Ernst & Young will perform audit
services for Indymac. That agreement is subject to alternative
dispute resolution procedures.
All three members of the Audit Committee have been determined by
the Board of Directors of Indymac to be independent directors
and financial experts as more fully described in Corporate
Governance. The oversight and other responsibilities of
the Audit Committee are described in the Audit Committee
Charter, which can be found in the Corporate Governance section
of our website at
www.imb.com
.
In reliance upon the above materials and discussions, the Audit
Committee has recommended to the Board of Directors that the
audited financial statements be included in Indymacs
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007.
The Audit Committee
Hugh M. Grant, Chairman
Robert L. Hunt II
Bruce G. Willison
Fees of
Principal Accountants
The Audit Committee, in its capacity as a committee of the
Indymac Board of Directors, is directly responsible for the
appointment, compensation, retention and oversight of
Indymacs independent auditors. The Audit Committee is
required to approve all engagements with the independent
auditors, including both audit services and non-audit services
prior to such services being rendered. The Audit Committee has
delegated to the Audit Committee Chairman the ability to
pre-approve non-audit service engagements with the independent
auditors involving fees of up to $100,000 per engagement. Any
such services pre-approved by the Chairman are to be reported at
the next full Audit Committee meeting. In approving such
non-audit services, the Audit Committee (or Chairman when
applicable) considers whether the proposed services are
prohibited under current law or regulations. The Audit Committee
(or Chairman when applicable) must, in order to approve the
proposed non-audit services, also be of the opinion that the
proposed services, both individually and collectively with all
other provided services, will not impair the independence of the
independent auditors relative to the financial statement audit
opinion discussed above. The Audit Committee also receives
assurances from the independent auditors for every proposed
engagement that the independent auditors believe that the
proposed engagement is not a prohibited service under applicable
laws and regulations and that the proposed service will not
impair the auditors independence relative to their audit
opinion regarding Indymacs financial statements.
The following table sets forth the aggregate fees agreed upon
with
and/or
billed to Indymac for the fiscal years ended December 31,
2007 and 2006 by Ernst & Young:
|
|
|
|
|
|
|
|
|
|
|
Type of Fee
|
|
|
2007
|
|
|
|
2006
|
|
Audit Fees(1)
|
|
|
$
|
2,862,000
|
|
|
|
$
|
1,496,000
|
|
Audit Related Fees(2)
|
|
|
|
2,818,000
|
|
|
|
|
1,135,000
|
|
Tax Fees(3)
|
|
|
|
519,000
|
|
|
|
|
830,000
|
|
All Other Fees(4)
|
|
|
|
9,000
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
(1)
|
|
Includes fees for the audit of Indymacs annual
consolidated financial statements, review of the consolidated
financial statements included in Indymacs
Form 10-Qs
for the fiscal year, and audit related accounting consultations.
|
|
(2)
|
|
Includes fees for mortgage compliance procedures, due diligence
for mortgage securitizations and other mortgage related
transactions, acquisition due diligence and other transactions,
and audits of the employee benefit plan.
|
|
(3)
|
|
Includes fees relating to research and development tax credit
study (considered a tax consulting engagement), earnings and
profit study, state tax planning and other tax-related strategic
initiatives, as well as the preparation of income tax returns
and income tax advice.
|
|
(4)
|
|
Fees are for the use of Ernst & Youngs on-line
research tool.
|
The Audit Committee is required to pre-approve all audit and
non-audit services provided by the independent auditor and has
considered whether the provision of the services relating to
these fees is compatible with maintaining the auditors
independence. None of the services relating to these fees were
rendered pursuant to a waiver of the Committees
pre-approval procedures. Indymacs audit fees increased
significantly in 2007 over 2006 as a result of the added
complexities created by the current market environment. The
increase in audit related fees is due to the fact that
Ernst & Young performed the due diligence on a greater
number of Indymacs securitizations in 2007 versus 2006 and
did not result in an overall increase to the Companys
expenses.
Management
Development and Compensation Committee
The Management Development and Compensation Committee (the
MD&C Committee) was created to assist the Board
of Directors (the Board) in its responsibilities to
establish, review and monitor the compensation philosophy and
practices of Indymac, and its direct and indirect subsidiaries.
The MD&C Committees goals are to:
|
|
|
|
(a)
|
fairly and competitively compensate the Chief Executive Officer
(the CEO) and senior executives,
|
|
|
(b)
|
establish the incentive compensation, employee retirement,
health and welfare plans of the Company,
|
|
|
(c)
|
develop and maintain an orderly succession plans for the CEO and
Bank President, and
|
|
|
(d)
|
create a corporate environment where ethical behavior is the
standard.
|
The MD&C Committee consists of three directors, each of
whom the Board has determined has no material relationship with
the Company and is otherwise independent under the rules of the
New York Stock Exchange and Indymacs Corporate Governance
Philosophy and Guidelines. The members of the MD&C
Committee are Senator John Seymour (Chair), Mr. Louis
Caldera and Mr. Hugh Grant. In 2007, the MD&C
Committee met seven times.
The MD&C Committee periodically reviews the Companys
philosophy regarding overall executive compensation and
discusses alternate compensation approaches with the CEO as
appropriate. This includes: annually reviewing data to assess
the Companys competitive position for the three components
of executive compensation (base salary, annual incentives, and
long-term incentives); reviewing on an alternating annual basis
an external compensation analysis provided by an outside expert
on compensation, which may include surveys compiled by
third-party consultants and other supplemental general industry
33
compensation information used to determine that total
compensation paid to the Companys Executive Officers is
reasonable. The MD&C Committee is the ultimate authority in
establishing all components of compensation for the
Companys executive officers, as provided by its charter.
The MD&C Committee is charged with negotiating the terms of
the CEOs employment agreement and approving the final
terms of such agreement. In 2006, the MD&C Committee
exercised this duty and negotiated a new contract with
Mr. Perry effective in September 2006. In terms of the
MD&C Committees goal for establishing fair and
competitive compensation for the CEO, the specific duties and
responsibilities include reviewing and approving appropriate
corporate goals and objectives for the next year; evaluating the
performance of the CEO in meeting the prior years
corporate goals and objectives, considering the total
compensation (including base salary, cash incentive, long-term
incentive and any other compensation) paid to the CEO for the
prior year and reviewing and approving the compensation paid to
the CEO; and consulting with such other information it deems
appropriate, which may include the value of such awards granted
to other CEOs of similarly situated companies, the financial
services industry and industry in general.
All compensation for Executive Officers are reviewed and
approved by the MD&C Committee for compliance with
Section 16 of the Securities and Exchange Act and
Section 162(m) of the Internal Revenue Code and any other
applicable laws and regulations. The MD&C Committee
administers and makes recommendations to the Board regarding the
adoption, amendment or rescission of Long-Term Incentive Plans
and assures that payments under these plans are in conformance
with any restrictions placed thereon by the Board and
shareholders. The MD&C Committee reviews the performance of
the fiduciaries who manage the retirement, health and welfare
plans as defined by the Employee Retirement Security Act of 1974
(ERISA) sponsored by the Company and all
subsidiaries and render appropriate reports to the Board.
Additionally, the MD&C Committee issues a report on
executive compensation for inclusion in the Companys proxy
statement. The MD&C Committee also reviews and monitors
hiring, compensation and other practices in support of a diverse
workforce and compliance with applicable laws and regulations,
including laws regarding nondiscrimination in employment and
human resource practices.
Management
Development and Compensation Committee Report on Executive
Compensation
Compensation for the executive officers of Indymac is
administered under the direction of the Management Development
and Compensation Committee of the Board of Directors, also
referred to as the MD&C Committee. In fulfilling its
oversight responsibilities, the MD&C Committee reviewed and
discussed with management the Compensation Discussion and
Analysis set forth in this Proxy Statement.
In reliance on the review and discussions in the Management
Development and Compensation Committee section above, the
MD&C Committee recommended to the Board that the
Compensation Discussion and Analysis be included in the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 and the
Companys Proxy Statement to be filed in connection with
the Companys 2008 Annual Meeting of Stockholders, each of
which will be filed with the Securities and Exchange Commission.
The Compensation Committee
Senator John Seymour (ret.), Chair
Louis E. Caldera
Hugh M. Grant
34
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Overview
This section provides information regarding the compensation
program in place for our principal executive officer, principal
financial officer and the four most highly-compensated executive
officers other than the principal executive officer and the
principal financial officer, collectively considered the
named executive officers (NEOs). The
information presented includes, among other things, the overall
objectives of our compensation plan and each element of
compensation we provide.
Adhering to the guidelines issued by the Securities Exchange
Commission, Indymac has identified the following six executives
as the Companys NEOs:
|
|
|
|
|
Michael W. Perry, Chairman and Chief Executive Officer, IndyMac
Bancorp, Inc., by virtue of the fact that he was the
Companys only Principal Executive Officer for 2007.
|
|
|
|
A. Scott Keys, Executive Vice President and Chief Financial
Officer, by virtue of the fact that he was the Companys
only Principal Financial Officer for 2007.
|
|
|
|
Richard H. Wohl, President, Indymac Bank, by virtue of the fact
that he is one of the Companys most highly compensated
executives.
|
|
|
|
S. Blair Abernathy, Executive Vice President and head of
Capital Markets, by virtue of the fact that he is one of the
Companys most highly compensated executives.
|
|
|
|
Frank Sillman, Executive Vice President and CEO Of Indymac
Mortgage Bank, by virtue of the fact that he is one of the
Companys most highly compensated executives.
|
|
|
|
James R. Mahoney, Chairman, Financial Freedom, by virtue of the
fact that while he was not an executive officer at the end of
the year, he was an executive officer during the year and was
one of the Companys most highly compensated employees.
|
A
Foundation of Meritocracy That Rewards Performance
We believe that a corporate culture based on a foundation of
meritocracy, where individuals and teams are
evaluated and rewarded based solely on their performance,
without regard to politics, best fosters an environment of
excellence and will lead to the greatest level of long-term
business success for the Company. The objectives of
Indymacs compensation programs and our meritocracy culture
are to attract, motivate and retain the type of executives
needed to develop and execute the Companys core
strategies, which in turn should maximize the Companys
financial performance and long-term shareholder value creation.
Indymacs compensation philosophy supports its culture of
meritocracy by tying the incentive compensation of its senior
managers including NEOs to their
performance against the goals established for them. The specific
goals for each of the NEOs relating to 2007 are described in
more detail below.
While we adopt a highly metrics-focused approach to the design
of our compensation plans, we must leave in some subjectivity to
ensure the Company has flexibility to respond appropriately to
unforeseen market changes. As such, we retain some flexibility
in our compensation plans in order to retain, motivate
35
and reward senior
managers including all NEOs during
severe industry downturns and market disruptions that impact the
financial performance of the Company and, accordingly, the
compensation of our senior managers.
Such a downturn and disruption clearly occurred with respect to
the mortgage industry and Indymac in 2007. In addition, given
the precipitous decline in Indymacs stock price, our
senior management team now holds a substantial number of
underwater stock options and other long-term incentive awards
with significantly lower value than the grant date value. For
example, the value of current employee owned outstanding stock
options and unvested restricted stock declined by 97% from
$192 million on December 31, 2006 to $6 million
on December 31, 2007. In light of these challenging
conditions, in 2007 the MD&C Committee used its discretion
to weigh Indymacs pay for performance principles against
the need to motivate and retain the management team to
successfully adapt Indymacs business to the new mortgage
environment and to rebuild Indymacs business and financial
model. The MD&C Committee took appropriate steps to
adjust/modify senior manager compensation plans, as discussed
more fully below (see section titled The Elements of Our
Compensation Program).
Principles
of Compensation Design
The three principles that support our compensation philosophy
are outlined below.
|
|
1.
|
A
Predominant Portion of NEO Compensation Should Be Performance
Based
|
Our incentive compensation program, the engine of our
meritocracy, is designed to reward improvements in actual
results. Shareholder value is generally created by improvement
in corporate performance; therefore, our compensation plans are
designed to reward improved performance by our NEOs on a
year-over-year basis. Consequently, Indymacs compensation
packages do not reward the status quo. To maximize incentive
compensation, NEOs are motivated to continually improve their
performance.
Indymacs compensation plans for its NEOs are structured so
that the approximate composition of total compensation is one
third salary, one third short-term cash incentive, and the final
third in the form of long-term incentives. Since the
Companys Long-Term Incentive Programs result in a
predominant portion of the NEOs long-term incentive
compensation being driven by their actual short-term cash
incentive, which is performance based, a predominant portion of
NEO compensation is generally performance based.
|
|
2.
|
A
Substantial Portion of NEO Compensation Should Be Delivered in
the Form of Long-Term Incentive Awards
|
We believe that a substantial portion of total compensation for
the NEOs should be provided in the form of long-term incentive
compensation, to provide the Company retention benefits and help
align the interests of our NEOs with the interests of our
shareholders. This is achieved in two ways. First, the awards
always have vesting provisions of these awards (generally 3 to
5 years), which yield the Company strong retention
benefits. Secondly, since these awards are either in the form of
equity or in the form of restricted cash which can be invested
in Indymac common stock, their value is generally aligned with
Indymac share performance.
36
|
|
3.
|
Our
Compensation Program for NEOs Should be Fair and Enable Us to
Compete for First-Rate Executive Talent
|
We are dedicated to creating shareholder value and believe that
in order to achieve this goal we must recruit, motivate, and
retain talented executives through competitive compensation
packages. The competitiveness of the Companys compensation
packages is tested as the Company searches externally to fill
key new and replacement senior management positions. In
addition, as previously described, the Company conducts
compensation benchmarking on a regular basis with an external
review performed every 2 years and internal reviews
performed on an ongoing basis. The most recent external
compensation benchmarking analysis for the Company relative to
its peers was completed in 2005 by Mercer Consulting. Mercer was
engaged by the MD&C Committee to develop the peer group and
to provide comparative data regarding executive compensation for
2005. Mercer was asked to assess pay levels, evaluate
performance measurement system and comment on best practices in
this area. The Company decided to delay its 2007 external
compensation benchmarking analysis until 2008 as the 2007
analysis would have been based on 2006 proxy information, and we
believe this information is no longer reflective of the current
market reality.
The 2005 Mercer study found that base salaries for
Indymacs NEOs were generally at the median of those of our
competitors. It also found that actual total compensation
packages for Indymacs NEOs were at approximately the
75th percentile mark of the total compensation paid by
companies in our Peer Group. For the purposes of that review,
total compensation included salary, short-term incentives and
long-term incentives. Mercer attributed this historical
compensation level relative to peers to Indymacs superior
financial performance, which exceeded the Peer Group EPS and ROE
averages significantly over the benchmarking period. The Company
does not target any particular percentile of its peers, but the
MD&C Committee believes that previous external benchmarking
results showed that Indymacs ranking of compensation
against its competitors reflected the Companys philosophy
of pay for performance. By this we mean that an executives
total compensation should be commensurate with their absolute
and relative job performance. We believe that by providing a
median salary combined with significant incentive compensation
upside and downside such that a top executive could
earn above or below average total compensation relative to peers
for above or below average individual performance
respectively the Company can attract and retain the
type of executive we wish to employ to achieve the financial
goals set by the Company.
The 2005 survey is no longer used by the Company to make current
compensation decisions as the information is out of date. Since
external compensation benchmark data does not reflect current
market reality, internal benchmarking is completed by the
Company when a senior manager is eligible, recommended, or
otherwise reviewed for any kind of change in compensation. For
new hires, verification of current compensation serves as an
external benchmark during the hiring process. Finally, internal
benchmarking for the Companys Executive Committee (EC) is
also done on an annual basis, when the MD&C Committee
reviews the total compensation of each EC member. This is to
ensure that compensation levels and trends are in line with
positions of similar responsibilities and actual job performance.
As the industry and Indymac transition through a very difficult
period, the Company believes it is of paramount importance to
retain and motivate its top management team in order to remain
competitive in our industry. Experience has shown this can be
accomplished with competitive compensation packages.
37
The
Elements of Our Compensation Program
Each NEO has an employment agreement with the Company which
documents the NEOs compensation program and establishes a
clear compensation, benefits and legal framework for the
executives separation from the Company under various
scenarios. Employment agreements for top managers are customary
in our industry and are therefore a required component of each
NEOs total compensation package. The Company has a policy
of offering employment agreements only to tenured, performing
top managers. We believe these agreements improve manager morale
and commitment to the Company and are viewed by managers as an
expression of confidence in their performance and future with
the Company. Additionally, the termination framework established
by our employment agreements benefits the Company by enabling
more expedient and less contentious termination decisions where
considered appropriate. This section describes the elements of
our compensation program for NEOs, together with a discussion of
various matters relating to those elements, including the
reasons the MD&C Committee chooses to include the elements
in the compensation program. The elements are:
|
|
|
|
|
Salary
|
|
|
|
Short-term cash incentive
|
|
|
|
Long-term incentive
|
|
|
|
Perquisites
|
|
|
|
Pension plan (currently frozen) and 401(K)
|
|
|
|
Post-termination compensation
|
Section 162(m) of the Internal Revenue Code limits the
corporate deduction for NEOs annual compensation to
$1 million, unless the amount by which such compensation
exceeds the $1 million threshold is based upon performance
goals that are subject to MD&C Committee and shareholder
approval (performance-based compensation). The
MD&C Committees policy on deductibility is generally
to develop compensation plans that provide for the payment of
compensation that is tax deductible to Indymac, while
recognizing that the legitimate interests of Indymac and its
shareholders may at times be better served by compensation
arrangements that may not be fully deductible. Additionally, NEO
annual incentive plans are subject to MD&C Committee
approval within the first calendar quarter of the service year.
The following paragraphs provide an overview of each element of
our compensation program.
Salary
The base salary for each of the NEOs is initially stipulated in
the individual employment agreement for each executive,
providing the NEO some fixed and liquid compensation which is
necessary to attract and retain the executives. It is subject to
review during the year due to a change in position or
responsibilities. Any increase in base salary for an NEO must be
approved by the CEO and MD&C Committee. At the time that
each of the employment agreements was entered into, the
MD&C Committee established initial base salaries in
consideration of the NEOs position with the Company, the
responsibilities associated with that position, the NEOs
experience, prior performance with the Company, expertise, and
general market factors relating to retention and providing a
competitive compensation package. Annual increases in salary, if
any, are based principally upon the MD&Cs
consideration of past
38
performance, changes in position and responsibilities, general
market factors relating to retention and providing competitive
package, and the CEOs recommendation (except with respect
to his own salary).
Indymacs compensation plans for NEOs for 2007 were
structured so that approximate proportions of total compensation
would be as follows: one third salary, one third short-term cash
incentive, and the final third in the form of long-term
incentives. Since performance based incentives for 2007 were
significantly reduced (as discussed in detail later in this
proxy), which resulted in total compensation reductions relative
to targeted levels, salary, as a percentage of total
compensation, has therefore increased in 2007.
Short-Term
Cash Incentive Plan
Short-term cash incentives are based on the achievement of
short-term goals specified in each individual NEOs
performance-based incentive plan which the MD&C Committee
believes yields the Company and provides the NEO the strongest
short-term performance motivation consistent with the
Companys short and long-term financial objectives.
Each NEO must have a written incentive plan specifying
his/her
goals, which have been approved by the CEO and the MD&C
Committee. Each goal must be to either improve upon a
performance measure or to achieve an objective measure or
milestone.
Generally speaking, short-term cash incentives based on
achieving metric-related goals are calculated by multiplying a
performance payout factor, or set of weighted performance
factors, times the NEOs Cash Incentive Basis, which is
either formulaic, per his employment agreement, or otherwise
representative of incentive payments made in the prior calendar
year. Since we believe compensation improvement is driven by
performance improvement, it is Indymacs common practice to
set a senior managers Incentive Basis at
his/her
prior year incentive payout, unless formulaically stipulated in
the employment agreement. In order for the NEO to receive a
100 percent payout factor, we generally expect improvement
relative to performance from the prior year specified for each
of the stated metrics of the NEOs Short-Term Cash
Incentive Plan; this expectation can vary, based on market
conditions and industry and peer performance. For those NEOs
whose responsibilities include new business incubation or
business turnaround, their actual performance is measured
against an approved plan. Payout ratios generally range from
zero percent to 150 percent of the Incentive Basis.
Long-Term
Incentive Plans and Equity Compensation
Long-Term Cash Incentives (LTI) are awarded formulaically based
on short-term compensation, i.e., short-term performance. Since
these awards vest over time, this component generally yields the
Company strong retention benefits. It is equally important to
note that the worth of these long-term awards, when granted as
or invested in equity, is directly linked with the long-term
performance of Indymac, providing the NEO a sustained long-term
performance motivation and yielding the Company strong alignment
to shareholder value.
Indymac has two Long-Term Incentive Programs for its NEOs, the
Senior Manager Long-Term Incentive Plan and the Executive
Committee Long-Term Incentive Plan. These programs operate under
our 2002 Incentive Plan, which was approved by shareholders.
Awards of both plans are formulaic and based on compensation
provided through salary and short-term cash incentives.
In 2007, the Company modified the Long-Term Incentive Program
due to concerns regarding the equity burn rate. Previously, in
conjunction with an amendment to Indymacs 2002 Incentive
Plan to add
39
an additional 5.2 million shares, the Company made a
commitment to its shareholders that it would not exceed an
average equity grant burn rate of 2.46 percent by the end
of three years (2006 through 2008). This commitment was required
by a shareholder advisory service to gain their recommendation
for a positive vote key to ensuring shareholder
approval for the amendment. The burn rate is defined
as the number of equivalent shares granted per year divided by
the total common shares outstanding at the end of each year.
Under the previous equity compensation granting practices, the
burn rate was 3.08 percent for 2005, and through managing
the mix of equity grants and changes to our equity policy as
described below, declined to 2.38 percent for 2006 and 2007
on average.
Senior
Manager Long-Term Incentive Plan
Indymac senior managers, including the NEOs, are eligible to
participate in the Companys Senior Manager Long-Term
Incentive Plan. Historically, the plan provided stock options
and/or
restricted stock annually in an amount equal to 25 percent
of the combined total of the individual executives salary
and short-term cash incentive that was earned in the respective
year. Generally, the stock options granted under this program
vested ratably over a three-year period, and restricted stock
granted under this program vested 100 percent at the end of
a three-year period.
Prior to 2007, the Senior Manager equity grant accounted for
approximately 30 percent of the annual burn rate and was
the highest contributor to the burn rate. Given these
circumstances, a modified Long-Term Incentive Program for Senior
Managers was implemented in 2007. This program is intended to
retain a tie to shareholder value creation, while moving to a
cash-based program in order to reduce potential dilution and the
equity burn rate.
The revisions to the Senior Manager Long-Term Incentive Plan are
neutral from an economic standpoint for Senior Managers. Under
the new program Senior Managers still receive a long-term
incentive award valued at 25 percent of their earned base
salary and short-term cash incentive for the respective year.
However, rather than receiving restricted stock or stock
options, which have historically vested at the end of three
years, the award is made in restricted cash and may only be
invested in an interest-bearing cash account or in an Indymac
common stock fund.
Executive
Committee Long-Term Incentive Plan
Due to their elevated levels of responsibility, Executive
Committee members, including the NEOs, are also eligible to
participate in an additional long-term incentive award, in the
form of restricted cash or stock options, as determined by the
MD&C Committee, valued at 50 percent of the amount of
their short-term cash incentive for the respective year. As the
Executive Committee Long-Term Incentive Plan is based solely on
the short-term cash incentive, it is automatically leveraged
against the executives improvement in performance over
prior periods. Restricted cash or stock options granted under
this plan have historically vested ratably over a three-year
period.
A cap is also placed on this award so that it will not exceed
75% of the two-year prior cash incentive award in value. As a
result of the plan design and 75% cap, poor performance in one
year will result in a reduced long-term incentive grant in the
following year. The 75% cap is designed as a key control for the
Company to avoid large long-term incentive grants in the event
that an executive has a particularly high cash incentive award
due to exceptional performance in a previous year.
40
Long-term
Incentive Grant Practice
The target annual long-term incentive award grant date will be
set at March 15th of the following year. On
March 15th (or the first business day thereafter, if
March 15th falls on a weekend) the MD&C Committee
will meet to approve the annual grant, taking into consideration
the stock fair market value on that date relative to recent
trends, as well as other relevant factors (e.g., the industry
and market environment trends). The Committee may decide, based
on their judgment and discretion to approve or postpone their
approval until a future meeting date where the above process
will be repeated. The annual grant must be approved and made no
later than the day the quarterly blackout period begins for Q1
of that year.
On the grant date, the MD&C Committee will meet to review
and approve the equity grant values and number of shares to be
distributed. Option value, option strike price and stock
fair-market value are set on the grant date, as required by
Indymacs shareholder-approved incentive plans.
In 2007, the Committee exercised its discretion in determining
the grant date. On the target grant date (March 15th), the
Committee Chair reviewed the stock and option fair market values
vs. trailing 90 day averages and +/-10% of trailing
90 day averages, and also considered other items that might
be considered material non-public information. Since the company
had issued a press release on March 15th with content
that might be viewed as positive by investors, the Chair decided
to delay the grant to conservatively allow time between the
press release and the actual grant (i.e., to ensure the grant
was made when there was no material non-public information).
Shortly thereafter, the company conservatively decided to close
the trading window for key insiders until another matter was
either determined to be material non-public information and
disclosed to the public or otherwise resolved and deemed not to
be material non-public information. On March 22nd, the
matter mentioned above was determined (in consultation with
outside counsel) not to be material non-public information. As a
result, the company decided to re-open the trading window for
key insiders as of March 23rd. Given the re-opening of the
trading window, and pursuant to the Committees discretion
to consider a market adjustment if the stock/option fair market
value on grant date are above, or in this case below 90% of the
trailing 90 day average values, the grant was made on
March 23.
Perquisites
Indymac provides or pays for various perquisites for its NEOs.
These perquisites can include financial planning services,
memberships in social and professional clubs, car allowances,
executive medical programs and gross up payments equal to the
taxes payable on certain perquisites. The perquisites provided
by Indymac are also provided by many of our peer companies to
their NEOs and therefore provide the Company valuable attraction
and retention benefits.
The MD&C Committee feels the use of professional and social
clubs furthers the Companys interests by creating
opportunities for professional networking and exposure to new
ideas. Additionally, the visibility provided by these venues for
our NEOs raises the Companys profile in the communities
where we do business, which we believe is in our
shareholders best interests.
Generally, the MD&C Committee believes the perquisites it
provides to its NEOs are minimal and in the best interests of
its shareholders. It is the Companys policy to disclose
all perquisites provided to NEOs regardless of whether they meet
the SECs minimum threshold for disclosure of $10,000.
41
Defined
Benefit Pension Plan and 401(K)
The Companys Defined Benefit Pension Plan was frozen to
new participants on January 1, 2003, and its benefits were
frozen as of May 31, 2007. Employees hired prior to
January 1, 2003, with one or more years of service, are
entitled to annual pension benefits beginning at normal
retirement age (65 years of age) equal to a formula
approximating 0.9% of average compensation multiplied by
credited service (not in excess of 35 years), subject to a
vesting requirement of five years of service. Participants can
also become vested upon attainment of Normal Retirement Age
while still employed by the Company on such date or termination
of employment (other than a termination for cause) within two
years following a change in control of the Company, as defined
in the Plan. Compensation for benefit computation purposes is
limited under the Code to $220,000 for Plan Year 2007. As of
December 31, 2006, Messrs. Perry, Wohl, Abernathy,
Sillman, and Keys are eligible for this benefit.
The Company has always offered and continues to offer a 401(k)
plan, and has historically provided a corporate match of up to
3 percent for all its employees (see below for recent
changes made to this match). This 401(k) plan is the primary
retirement benefit offered by the Company to its employees.
Post-Termination
Compensation
The employment agreements between Indymac and its NEOs have
severance provisions for certain terminations or a termination
in conjunction with a change of control. These provisions
provide payments and other benefits if the NEOs employment
is terminated for a qualifying event or circumstance, such as
being terminated without Cause or leaving employment
for Good Reason, as these terms are defined in the
employment agreements. We have also entered into transitional
compensation agreements with each of our NEOs upon a qualifying
event or circumstance after there has been a
Change-in-Control
(as defined in the agreements) of the Company. Additional
information including a definition of key terms and a
quantification of benefits that would have been received by our
NEOs had termination occurred on December 31, 2007, is
found under the heading Potential Payments Upon
Termination or Change in Control on page 63 of this
Proxy Statement.
Pursuant to agreements with directors or employment agreements
with officers and directors, Indymac may make severance payments
to a director who is not re-elected or to any officer or
employee who is terminated. Such payments may require regulatory
approval under certain conditions.
The MD&C Committee believes that severance benefits play a
valuable role in attracting and retaining key executive
officers, particularly in the context of a change in control
transaction. At the time that each of the employment agreements
was entered into, the MD&C Committee established severance
benefits in consideration of the NEOs position with the
Company, compensation, and general market trends. The Company
considers these benefits to be appropriate and consistent with
competitive practices.
Impact of
the Current Market Downturn and Disruption on Executive
Compensation and Actions Taken by Indymac in Response
The variable elements of our compensation program have
consistently been based on rewarding improved performance.
However, given the severe mortgage industry downturn and market
disruption that occurred in 2007, performance improvement was
clearly not possible for Indymac this year, with the result that
most senior managers incentive compensation would have
been zero based on a strict adherence to the Short-Term Cash
Incentive Plans. Senior managers have customized, individual
incentive plans, which are either objective goal/milestone-based
or performance metrics-based. Incentive payouts are
42
determined by performance against
the goals or metrics set in individual incentive plans. For
goal-based plans, there is an earnings per share (EPS)
wrap that scales the payout up when Indymac is more
profitable and down when Indymac is less or
not profitable. Metrics-based plans generally do not
have EPS wraps, as these plans are directly tied to metrics that
roll up to profits and EPS. With respect to 2007, Indymac
recorded a loss, such that actual bonuses earned
were zero in most cases. As long-term incentive and equity
compensation is generally determined as a percentage of salary
or short-term cash incentive compensation earned, these awards
would generally have been significantly reduced or zero, as
well. However, the MD&C Committee decided, in order to
retain and motivate the Companys management team during
the severe industry downturn and market disruption that
occurred, to pay bonuses for senior managers on goal-based plans
based on a discretionary 50% EPS wrap and for senior managers
with metrics-based plans at a minimum of 50% of their target.
This action resulted in long-term incentive awards for senior
managers generally being reduced 20 to 40%, as well. The CEO did
not participate in this discretionary plan and received zero
bonus for 2007. The specific impact on all NEOs is discussed
below.
In our drive to return Indymac to profitability as quickly as
possible, we have taken a number of cost cutting measures that
impact the compensation of the management team:
|
|
|
|
|
We instituted a 5% base salary cut effective March 1, 2008
for all employees with base salaries of greater than $100,000
per year who received a 2007 cash incentive (bonus) or who are
forecasted to receive a cash bonus for 2008. The base salary cut
impacts roughly 425 employees, or 6% of Indymacs
total workforce, and we forecast that this action will save
Indymac roughly $2.8 million in 2008.
|
|
|
|
We cut back further on senior manager and manager short-term
cash incentives for 2008, generally fixing payouts at 75% of the
level that was paid out for 2007 (which were generally at 50% of
the level that was paid out for 2006), subject to performance
for individuals being deemed to be at a satisfactory level. This
action will impact roughly 900 people at Indymac, or 12% of
our total workforce, and we estimate will save Indymac roughly
$9 million in 2008.
|
|
|
|
We suspended the Companys 401(k) Plan matching
contributions effective March 1, 2008. This action will
save Indymac roughly $5.8 million in 2008.
|
|
|
|
Effective May 31, 2007, we froze our pension plan such that
no additional benefits will be accrued under this plan. Benefits
already accrued are protected under federal laws and will be
paid out to plan participants as scheduled when they retire.
Freezing the pension plan resulted in a $10.3 million
one-time gain and a roughly $6.75 million expense avoidance
in 2007 and annually going forward.
|
|
|
|
With respect to long-term incentive compensation, these grants
provide a significant percentage of the total compensation for
senior managers but only roughly 3% of total compensation for
non-senior managers. Therefore, we eliminated long-term
incentives for non-senior managers, and this action will save
Indymac roughly $2.6 million in 2008.
|
|
|
|
We also decided to extend the vesting period for the 2007
long-term incentive grant to senior managers (to be awarded in
March 2008) from three years (cliff vesting) to five years
(ratable vesting). Extending the vesting period will save
Indymac an estimated $1.7 million per year.
|
43
|
|
|
|
|
We carefully scrutinized our senior manager ranks and have pared
that group down to better reflect Indymacs new production
volume, business model and priorities, as well as the go-forward
roles and responsibilities of the individuals in the group. As a
result, we have reduced our Executive Committee (Indymacs
highest decision making council below the board level) by
12 percent from 26 to 23 members and have reduced our total
senior management team size by 25% from 116 to 87 members
through a combination of departures and title/status changes.
|
These cost-cutting actions are in addition to other significant
cost-saving measures, including most recently the approximately
26% reduction in our global work force discussed with investors
in February 2008. While these measures are important to
returning Indymac to profitability and consistent with our
objective of being the low cost provider in the
mortgage business, the MD&C Committee wants to make sure
Indymac properly motivates and rewards the senior management
team, as it believes that these executives are the key drivers
of the Companys turnaround and future success. Therefore,
the MD&C Committee took action with respect to long-term
equity incentive grants as discussed below.
Long-Term
Equity Incentive Grants
Long-term equity incentive grants have traditionally formed a
significant portion
(20-40%)
of
total compensation for the Companys senior managers and
Executive Committee members. The significant decline in the
trading price of the Companys common stock in 2007 has
resulted in a loss of nearly all of the value of the long-term
equity incentive grants made to the Companys employees,
with 100% of outstanding options having exercise prices in
excess of the trading price of the Company common stock as of
February 29, 2008. This very substantial loss of value
presents significant challenges as the Company seeks to retain
its key senior managers to achieve a financial turnaround and
return to profitability based on the Companys new
production model. In an effort to address these retention
challenges in a cost effective manner, in conjunction with the
larger compensation and benefits cost-saving initiatives
described above, the MD&C Committee approved special
retention grants of stock options to acquire an aggregate of
approximately 2.1 million shares of Company common stock to
a total of 111 Executive Committee members, Senior Managers and
non-senior managers in critical roles. These options vest
ratably over five years, subject to the holders continued
employment with the Company through that date, although partial
to full vesting is accelerated on a termination of employment
due to death, disability or by the Company without cause and
upon a change of control of the Company. The Chairman and Chief
Executive Officer, the President, the Chairman of Financial
Freedom and non-employee members of the board of directors of
the Company did not receive grants under this program. The
special retention grant will result in the Companys
three-year average equity grant burn rate as of
December 31, 2008 increasing from its current level.
Details
of 2007 NEO Compensation
The following paragraphs present the details of 2007
compensation for each NEO.
Michael
W. Perry
As the Companys Chairman and Chief Executive Officer,
Mr. Perry is responsible for the overall direction and
administration of all programs and services provided by the
Company and for ensuring that all aspects of the Companys
activities are conducted commensurate with the best interests of
shareholders, customers, employees, and other key stakeholders.
His responsibilities include: (i) setting the strategic
vision and establishing a strategic, financial and risk
management plan for the Company, (ii) recruiting
44
and retaining a senior management team which has the talent and
experience to execute the plan, (iii) monitoring the
Companys execution, financial and operating performance,
(iv) adapting the Companys strategic and execution
plans based on Company performance and conditions in the
mortgage market and U.S. economy, and (v) managing all
key activities related to Indymacs being a public
corporation. He reports to the Board of Directors as the highest
ranking official of the Company. Based on his broad
responsibilities, Mr. Perry is the only Named Executive
Officer of the Company whose short-term cash incentive
compensation is based solely on the year over year EPS growth
rate of the company.
Mr. Perrys responsibilities, as described above, are
significantly broader than any other Named Executive Officer at
the Company. In determining his compensation package, in 2006,
the Management Development and Compensation Committee asked
Mercer, its independent compensation consultant, to review
Mr. Perrys compensation and to make a recommendation
based upon the Companys overall pay philosophy. Mercer
provided the committee with peer group comparison data which
indicated that a difference in pay generally exists between the
CEO position and the other top executives in our industry. After
reviewing this data and Mercers recommendation, the
Company established Mr. Perrys compensation package
based upon his duties and responsibilities with the Company.
Consideration also was given to his tenure in the role and his
experience in the mortgage industry.
At Mr. Perrys request, his salary has been capped at
$1,000,000. Accordingly, it is fully deductible under
Section 162(m) of the U.S. tax code. He received a
zero 2007 short-term cash incentive payout, as determined by his
entirely metric-based performance plan, which used
Indymacs 2007 EPS relative to that of 2006 as the single
performance measure. Mr. Perrys incentive basis was
set at 1% of Indymacs prior year income, in accordance
with his employment agreement; therefore, his 2007 incentive
basis was $3.42 million (1% of Indymacs
$342 million 2006 Net Income). The percentage of his
incentive basis to be received was determined by the performance
matrix shown in the table below:
|
|
|
|
2007 EPS growth relative to
|
|
|
Short Term Incentive
|
2006 EPS
|
|
|
% of Incentive Basis
|
>=17%
|
|
|
125%
|
15%
|
|
|
100%
|
13%
|
|
|
75%
|
10%
|
|
|
50%
|
5%
|
|
|
25%
|
<5%
|
|
|
0%
|
|
|
|
|
Since Indymacs EPS did not grow greater than 5% from 2006
to 2007, the resultant percentage of Incentive Basis earned was
0%, yielding a $0.00 short-term cash incentive payout.
Consistent with the long-term incentive practices discussed
above and as required by Mr. Perrys contract,
Mr. Perry would have received a Senior Manager LTI
restricted cash award, valued at 25% of his salary plus
short-term cash incentive, equaling $250,000. However, given the
Companys 2007 performance, Mr. Perry declined to
receive this award.
Richard
H. Wohl
Mr. Wohl received $750,000 in salary for 2007, representing
no increase from that of 2006. He received a $273,188 short-term
cash incentive payout.
45
His metric-based performance plan used Net Income and ROE of the
Indymac Bank businesses for which he was responsible in 2007
(Mortgage Professional, Consumer Direct & Retention,
HELOC, Consumer Construction, and Subdivision Construction
channels, and Servicing Operations and deposit gathering in the
Retail Bank branches and call center) as performance measures.
While we believe that EPS is the most representative
compensation performance measure in alignment with Indymac
performance for the entire company, this measure is problematic
for individual business units with respect to the allocation of
shares. Therefore, we believe that the combined use of Net
Income and ROE as performance measures best aligns with
performance of business segments. The use of these measures also
applies to Messrs. Sillman and Abernathy discussed below.
Mr. Wohls incentive basis was set at his prior year
incentive payout, which was $546,375. The percentage of his
incentive basis earned was determined by the performance matrix
shown in the table below:
|
|
|
|
Net Income
|
|
|
Short Term Incentive
|
% Improvement
|
|
|
% of Incentive Basis
|
large improvement 20% or greater
|
|
|
125%
|
solid improvement 10 to 20%
|
|
|
100%
|
small improvement 0 to 10%
|
|
|
90%
|
flat to small decrease 0 to -20%
|
|
|
75%
|
decrease -20 to -35%
|
|
|
50%
|
significant decrease
|
|
|
0%
|
|
|
|
|
This result was then multiplied by an ROE performance factor,
determined by comparing his business 2007 ROE against
their 2006 ROE and a predefined threshold ROE. This ROE
performance factor ranged from 50% to 125%. Based upon the
significant decrease in Bank 2007 Net Income, the resultant
percentage of Incentive Basis earned was 0%. However, as
indicated in the Elements discussion above, Mr. Wohls
actual short-term incentive was paid at the discretionary 50% of
incentive basis, $273,188.
Mr. Wohl received an upfront stock option grant at the
beginning of his employment agreement, effective from
November 1, 2002 through December 31, 2007. Under that
agreement, he was not eligible for the already described
standard LTI awards.
As discussed earlier, it is the Companys practice to
provide employment agreements to its senior management. Since
Mr. Wohls previous employment agreement would have
terminated at the end of 2007, his employment agreement was
restated and amended. As President of Indymac Bank,
Mr. Wohls new agreement generally parallels that of
Mr. Perrys, although his salary is at a 75% level and
his incentive compensation is at a 50% level relative to that of
the CEO. Pursuant to his new agreement, he will become eligible
for LTI awards beginning with 2008 earned, 2009 granted awards.
S. Blair
Abernathy
Mr. Abernathy received $627,000 in salary for 2007,
representing no increase from that of 2006. He received a
$296,316 short-term cash incentive payout. His metric-based
performance plan used Net Income and ROE of the Specialty
Products businesses for which he was responsible in 2007
(Consumer Construction, HELOC, and Home Builder) as performance
measures. Mr. Abernathys incentive basis was
46
set at his prior year incentive payout, which was $592,631. The
percentage of his incentive basis earned was determined by the
performance matrix shown in the table below:
|
|
|
|
Net Income
|
|
|
Short Term Incentive
|
% Improvement
|
|
|
% of Incentive Basis
|
large improvement 20% or greater
|
|
|
125%
|
solid improvement 10 to 20%
|
|
|
100%
|
small improvement 0 to 10%
|
|
|
90%
|
flat to small decrease 0 to -20%
|
|
|
75%
|
decrease -20 to -35%
|
|
|
50%
|
significant decrease
|
|
|
0%
|
|
|
|
|
This result was then multiplied by an ROE performance factor,
determined by comparing his business 2007 ROE against
their 2006 ROE and a predefined threshold ROE. This ROE
performance factor ranged from 50% to 125%. Based upon the
significant decrease in Specialty Business 2007 Net Income, the
resultant percentage of Incentive Basis earned was 0%. However,
as indicated in the Elements discussion above,
Mr. Abernathys actual STI was paid at the
discretionary 50% of incentive basis, $296,316.
Consistent with the LTI practice previously described,
Mr. Abernathy received a Senior Manager LTI restricted cash
award, valued at 25% of his salary plus short-term cash
incentive, equaling $230,829, plus an Executive Committee LTI
restricted cash award, valued at 50% of his short-term cash
incentive, equaling $148,158, each of which vest over
5 years and may be invested via the Senior Manager and
Non-Employee Director Deferred Compensation Plan in Indymac
Common stock or in an interest bearing cash account.
Frank
Sillman
Mr. Sillman received $500,000 in salary for 2007. He
received a $352,978 short-term cash incentive payout. His
metric-based performance plan used Net Income and ROE of the
Mortgage Professionals channel and the Net Income of the Retail
Lending Group (RLG), businesses for which he was responsible in
2007. Mr. Sillmans incentive basis was set at his
prior year incentive payout, which was $705,956. 80% of his
incentive was based on the Mortgage Professionals business,
while 20% was based on the new RLG business. The percentage of
his incentive basis earned for the Mortgage Professionals
business was determined by the performance matrix shown in the
table below:
|
|
|
|
Net Income
|
|
|
Short Term Incentive
|
% Improvement
|
|
|
% of Incentive Basis
|
large improvement 20% or greater
|
|
|
125%
|
solid improvement 10 to 20%
|
|
|
100%
|
small improvement 0 to 10%
|
|
|
90%
|
flat to small decrease 0 to -20%
|
|
|
75%
|
decrease -20 to -35%
|
|
|
50%
|
significant decrease
|
|
|
0%
|
|
|
|
|
This result was then multiplied by an ROE performance factor,
determined by comparing his business 2007 ROE against
their 2006 ROE and a predefined threshold ROE. This ROE
performance
47
factor ranged from 50% to 125%. Based upon the significant
decrease in the Mortgage Professionals channels 2007 Net
Income, the resultant percentage of Incentive Basis earned was
0%.
The percentage of his incentive basis earned for the new Retail
Lending Group business was determined by the performance matrix
shown in the table below:
|
|
|
|
Retail Lending
|
|
|
Short Term Incentive
|
Group Net Income
|
|
|
% of Incentive Basis
|
<=$0
|
|
|
0%
|
>$0
|
|
|
50%
|
>$1,000,000
|
|
|
75%
|
>$2,000,000
|
|
|
100%
|
>$3,500,000
|
|
|
150%
|
>$5,000,000
|
|
|
200%
|
|
|
|
|
Based upon the loss incurred in the Retail Lending Group, the
resultant percentage of Incentive Basis earned was 0%. However,
as indicated in the Elements discussion above,
Mr. Sillmans actual STI was paid at the discretionary
50% of incentive basis, $352,978.
Mr. Sillman received a salary increase in 2007 in
recognition of his additional job responsibilities. Throughout
2006, his primary focus was the wholesale mortgage professional
channel. In 2007, he took on the responsibilities of developing
a new retail channel.
Consistent with the LTI practice previously described,
Mr. Sillman received a Senior Manager LTI restricted cash
award, valued at 25% of his salary plus short-term cash
incentive, equaling $213,245, plus an Executive Committee LTI
restricted cash award, valued at 50% of his short-term cash
incentive, equaling $176,489, each of which vest over
5 years and may be invested via the Senior Manager and
Non-Employee Director Deferred Compensation Plan in Indymac
Common stock or remain in an interest bearing cash account.
A. Scott
Keys
Mr. Keys received $542,875 in salary for 2007. He received
a $312,500 short-term cash incentive payout, pursuant to his
incentive plan which used the Corporate Accounting, Investor
Relations and Treasury groups expenses, areas for which he
was responsible in 2007, as the performance measure. As the
Companys Chief Financial Officer, Mr. Keys
incentive plan also included attainment of milestone goals,
weighted at 75%, as his position is one of administration, not
revenue generation. Those goals included:
(1) Provide leadership and innovation to capital and
funding activities and focus efforts on Treasury and Corporate
Finance initiatives of high immediate value;
(2) Ensure continued Best in Class financial
disclosure and maintain existing environment of strong internal
financial reporting controls given current cost realities; and
(3) Provide strong support to the CEO and Corporate
Investor Relations activities.
Mr. Keys incentive basis was set at his prior year
incentive basis, which was $250,000. Attainment of these goals
is measured largely on a subjective basis by the MD&C
Committee, following a recommendation by the CEO.
48
The percentage of his incentive basis earned for the expense
component was determined by the performance matrix shown in the
table below:
|
|
|
|
|
|
|
Short Term Incentive
|
% Cost Reduction
|
|
|
% of Incentive Basis
|
large reduction 20% or greater
|
|
|
125%
|
solid reduction 10 to 20%
|
|
|
100%
|
small reduction 0 to 10%
|
|
|
90%
|
flat to small increase 0 to -20%
|
|
|
75%
|
increase -20 to -35%
|
|
|
50%
|
significant increase
|
|
|
0%
|
|
|
|
|
Based upon the small increase in 2007 expense, the resultant
percentage of incentive basis earned on this component was 75%.
Given the challenging market and financial environment in 2007,
the CEO and MD&C Committee approved a discretionary
adjustment increasing the payout on this component to 100%. The
CEO and MD&C Committee determined that Mr. Keys had
fully attained his milestones goals, yielding a 100% percentage
of Incentive Basis earned on this component. Mr. Keys also
received a supplemental bonus of $62,500 for successfully
completing a $500 million Preferred Stock transaction
during the first half of 2007.
Mr. Keys received a salary increase in 2007 for retention
purposes given his strong historical performance as CFO and the
key role he plays, particularly related to capital raising and
management, both critically important for Indymac during this
market transition period.
Consistent with the LTI practice previously described,
Mr. Keys received a Senior Manager LTI restricted cash
award, valued at 25% of his salary plus short-term cash
incentive, equaling $213,844, plus an Executive Committee LTI
restricted cash award, valued at 50% of his short-term cash
incentive, equaling $156,250. Both of these awards were granted
in March 2008, with immediate vesting approved by the CEO and
MD&C Committee on a discretionary basis.
James R.
Mahoney
Per the terms of the Mr. Mahoneys current employment
agreement, he served as Chairman of Financial Freedom and
Special Advisor to the CEO. In this position,
Mr. Mahoneys attention has shifted from the
day-to-day operations to the vision and overall strategy of
Financial Freedom and to representing Financial Freedom on
reverse mortgage industry issues. Pursuant to this change in
responsibility, he was removed from Indymacs
Section 16 Officer list during 2007.
For 2007, Mr. Mahoneys salary was based on an annual
amount of $1,500,000 for the first half of the year and then
reduced to $1,250,000 for the second half. His salary will be
further reduced to $1,000,000 mid-year 2008, with a final
reduction to $500,000 mid-year 2009 consistent with his
declining responsibilities outlined in his employment agreement.
Also pursuant to his agreement, he was neither eligible for any
short-term cash incentive award nor any long-term incentive
award.
49
Other
Items
Deferred
Compensation Plans
Indymac has two deferred compensation plans as discussed below:
The
Indymac Bank, F.S.B. Deferred Compensation Plan
During fiscal year 2007, NEOs of Indymac and Indymac Bank were
eligible to participate in Indymacs Deferred Compensation
Plan (DCP). Under the DCP, participants were allowed
to defer up to 25 percent of base salary and up to
100 percent of total short-term cash incentives
and/or
commissions.
Under the DCP, participants may choose a short-term payout, a
retirement payout, with either a lump sum paid out at
retirement, or annual payments over five, ten, 15 or
20 years following retirement. This initial election is
irrevocable. However, under IRS code, participants may elect, at
least one year prior to the scheduled distribution, to further
defer the payment at least five years following the original
payment date elected.
For fiscal year 2007, the DCP provided a return of
6.04 percent. The rate of return provided by the DCP is
reset by the MD&C Committee on an annual basis and is based
on an estimate of Indymacs funding cost for long-term
senior unsecured debt. This rate was calculated by adding the
current Treasury yield and the corresponding financial spread to
Treasury based on the debt rating. The Nonqualified Deferred
Compensation Earnings amount included in the Summary
Compensation Table of this Proxy Statement represents the
earnings for each named executive officer above
market as defined by the SEC. The above-market amount is
the incremental earnings over 120 percent of the applicable
federal rate. For fiscal year 2007, that rate was calculated as
5.93 percent. Eligible participants included the top
5 percent of the most highly compensated employees of
Indymac Bank and its subsidiaries and affiliates, including all
senior vice presidents and above and the directors of Indymac
and Indymac Bank.
This benefit is provided to allow our employees to defer the
obligation to pay taxes on certain elements of their
compensation. In conjunction with the actions taken by Indymac
in response to the current market downturn as described above,
Indymac froze the DCP to future contributions in 2008 and going
forward. Balances in the DCP will continue to earn a rate of
return based on the annual rate set by the MD&C Committee.
However, for 2008 and going forward, this rate is based on the
Indymac
1-year
CD
rate at the time the DCP rate of return is approved, which rate
is generally lower than the rate set using the Committees
prior methodology. Related to these changes, as permitted under
IRS Code Section 409A, in December 2007 Indymac provided
all active DCP plan participants with an opportunity to elect to
accelerate the payout of their previously elected future
distributions into 2008 or later, with the 2008 payout set for
July 2008, if elected. This opportunity yielded an 83% payout of
the total DCP balance in 2008, with 17% remaining in the DCP to
2009 or later. Indymac also amended the DCP in 2007 to allow
active participants to invest their balances in Indymac common
stock, or they could elect to keep the balances in cash and earn
the rate of return as described above. In February 2008, the
active participants made investment elections and as a result,
$5.5 million of Indymac common stock was purchased in the
open market by the DCP trustee and is held by such trustee for
future distribution.
The
IndyMac Bancorp, Inc. Senior Manager and Non-Employee Director
Deferred Compensation Plan
In December 2006, the Companys Board of Directors adopted
the new Senior Manager and Non-Employee Director Deferred
Compensation Plan. Under this new plan, the long-term incentive
restricted
50
cash awards earned by senior managers are automatically deferred
for a period that equals the vesting period of such awards as
set by the MD&C Committee at the time of grant. Senior
managers may invest in Indymac common stock or can keep the
award in cash and earn the same rate of return as described
above for the DCP (see Senior Manager and Non-Employee Director
Long-Term Incentive Plan on page 40 for further details).
Stock
Ownership Guidelines
The Corporate Governance Committee and the MD&C Committee
have adopted stock ownership requirements for Indymacs
directors and executive officers. These requirements specify
that directors who have served on the Board for at least three
years are expected to own common stock (including
70 percent of the net value of vested stock options) with a
value equal to three times the annual Board retainer fee.
Indymacs Chief Executive Officer, whose tenure now exceeds
five years, is expected to own common stock (including
70 percent of the net value of vested stock options) with a
value equal to five times his annual base salary. All other
Indymac Executive Officers with tenure of more than five years
are expected to own common stock (including 70% of the net value
of vested stock options) with a value equal to two times their
base salary. Executive Officers whose tenure is more than three
years, but less than five years, are expected to own common
stock (including 70 percent of the net value of vested
stock options) equal to one years salary. Although these
stock ownership requirements do not mandate the purchase of
common stock, any Executive Officer or non-employee director who
has not met the ownership requirements is expected to refrain
from selling any common stock until he or she has met the
ownership requirements. Currently, due to the current market
conditions as described above, all of the NEOs and 6 of
the 9 non-employee directors are out of compliance with the
ownership requirements and will refrain from selling Indymac
stock until such time they are in compliance.
51
Summary
Compensation Table
The following table sets forth information concerning total NEO
compensation, as proscribed by SEC guidelines, on a GAAP basis.
These amounts combine both compensation earned in 2007 for 2007
performance (i.e., Salary and Non-Equity Incentive Plan
Compensation) with compensation earned in prior years, but
expensed this year (i.e., Stock Awards and Option Awards).
Indymac believes that the information provided below makes it
challenging to analyze pay for performance, as it combines the
expense related to stock based long-term incentive compensation
earned in prior years with both the short and long-term cash
based compensation earned in the current year. For this reason,
a supplementary table is shown at the end of this section on
page 55, which reflects the value of compensation as earned
in each year. This disclosure makes it possible to analyze pay
for performance, and is consistent with the way our management
team and Board evaluate pay for performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Stock Awards
|
|
|
Awards
|
|
|
Compensation ($)
|
|
|
Earnings
|
|
|
Compensation
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(2)
|
|
|
(1)(3)
|
|
|
($)(4)
|
|
|
($)(5)
|
|
|
Total($)
|
|
|
Michael W. Perry,
|
|
|
2007
|
|
|
$
|
1,000,000
|
|
|
$
|
|
|
|
$
|
293,147
|
|
|
$
|
|
|
|
$
|
(1,648
|
)
|
|
$
|
105,270
|
|
|
$
|
1,396,769
|
|
Chairman and Chief
|
|
|
2006
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
1,929,416
|
|
|
|
791,300
|
|
|
|
30,210
|
|
|
|
335,853
|
|
|
|
4,086,779
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. Scott Keys,
|
|
|
2007
|
|
|
|
542,875
|
|
|
|
54,171
|
|
|
|
208,864
|
|
|
|
682,594
|
|
|
|
(2,499
|
)
|
|
|
51,688
|
|
|
|
1,537,693
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
480,375
|
|
|
|
45,143
|
|
|
|
364,676
|
|
|
|
577,998
|
|
|
|
9,509
|
|
|
|
133,185
|
|
|
|
1,610,886
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Wohl,
|
|
|
2007
|
|
|
|
750,000
|
|
|
|
|
|
|
|
494,812
|
|
|
|
273,188
|
|
|
|
(5,461
|
)
|
|
|
24,039
|
|
|
|
1,536,578
|
|
President, Indymac Bank
|
|
|
2006
|
|
|
|
750,000
|
|
|
|
|
|
|
|
615,303
|
|
|
|
546,375
|
|
|
|
26,599
|
|
|
|
23,405
|
|
|
|
1,961,682
|
|
S. Blair Abernathy,
|
|
|
2007
|
|
|
|
627,000
|
|
|
|
157,789
|
|
|
|
228,412
|
|
|
|
675,303
|
|
|
|
(6,256
|
)
|
|
|
22,647
|
|
|
|
1,704,895
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
627,000
|
|
|
|
142,856
|
|
|
|
238,994
|
|
|
|
1,169,393
|
|
|
|
20,160
|
|
|
|
20,092
|
|
|
|
2,218,495
|
|
Capital Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank M. Sillman,
|
|
|
2007
|
|
|
|
500,000
|
|
|
|
174,140
|
|
|
|
283,990
|
|
|
|
742,712
|
|
|
|
(4,218
|
)
|
|
|
11,592
|
|
|
|
1,708,216
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
337,500
|
|
|
|
127,741
|
|
|
|
209,779
|
|
|
|
836,388
|
|
|
|
15,363
|
|
|
|
6,392
|
|
|
|
1,533,163
|
|
Chief Executive Officer,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Mahoney,
|
|
|
2007
|
|
|
|
1,375,000
|
|
|
|
87,049
|
|
|
|
282,326
|
|
|
|
|
|
|
|
74
|
|
|
|
31,871
|
|
|
|
1,776,320
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
925,000
|
|
|
|
54,966
|
|
|
|
216,874
|
|
|
|
584,375
|
|
|
|
|
|
|
|
23,876
|
|
|
|
1,805,091
|
|
Chairman and Special
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisor,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Freedom(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Salary and Non-Equity Incentive Plan Compensation amounts
deferred at the election of the named executive officer to a
subsequent year are included for the fiscal year in which such
amounts were earned.
|
|
(2)
|
|
Amounts reflect the expense recognized for financial statement
reporting purposes in fiscal years 2007 and 2006, computed in
accordance with FAS 123(R) and without taking into
consideration a forfeiture assumption, as required by the SEC
for disclosure purposes in this Summary Compensation Table. It
is important to note that all option awards associated with
these expenses have an exercise price above Indymacs
common stock market price as of the time of this Proxy Statement
filing, and therefore these option awards currently hold no
value for the holders of such awards. See
Note 23 Benefit Plans in Indymacs 2007
Form 10-K
for an explanation of the valuation model assumptions used.
|
|
(3)
|
|
Amounts include each NEOs short- and long-term cash
incentive earned in 2007 and are payable/awarded upon the
approval of the Management Development & Compensation
Committee, scheduled in March 2008. The long-term cash incentive
compensation awards vest over periods of 3 to 5 years,
|
52
|
|
|
|
|
with the exception of Mr. Keys 2007 award (see
page 48 of the Compensation Discussion and
Analysis section for further information), and for
accounting purposes, the expense for such awards is recognized
ratably over the vesting period. The following table provides a
breakout of the amounts reported in this column:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Cash
|
|
|
Long-Term Cash
|
|
|
|
|
|
|
Incentive
|
|
|
Incentive
|
|
|
|
|
Name
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
|
Michael W. Perry
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
A. Scott Keys
|
|
|
312,500
|
|
|
|
370,094
|
|
|
|
682,594
|
|
Richard H. Wohl
|
|
|
273,188
|
|
|
|
|
|
|
|
273,188
|
|
S. Blair Abernathy
|
|
|
296,316
|
|
|
|
378,987
|
|
|
|
675,303
|
|
Frank Sillman
|
|
|
352,978
|
|
|
|
389,734
|
|
|
|
742,712
|
|
James R. Mahoney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Includes the above-market nonqualified deferred compensation
earnings during 2007, which is the required disclosure in this
Summary Compensation Table. The total nonqualified deferred
compensation earnings are reported in the Nonqualified Deferred
Compensation table on page 62 of this Proxy Statement. See
the detailed discussion concerning the Deferred Compensation
Plan, including the methodology for setting the annual rate of
return, and the pension plan in the sections captioned
Deferred Compensation Plan on page 62 and
Defined Benefit Pension Plan on page 61 of this
Proxy Statement. The following table provides a breakout of the
amounts reported in this column:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-Market
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
Pension Plan
|
|
|
|
|
|
|
Compensation
|
|
|
Actuarial Value
|
|
|
|
|
Name
|
|
Earnings
|
|
|
Decrease
|
|
|
Total
|
|
|
Michael W. Perry
|
|
$
|
7,408
|
|
|
$
|
(9,056
|
)
|
|
$
|
(1,648
|
)
|
A. Scott Keys
|
|
|
291
|
|
|
|
(2,790
|
)
|
|
|
(2,499
|
)
|
Richard H. Wohl
|
|
|
2,674
|
|
|
|
(8,135
|
)
|
|
|
(5,461
|
)
|
S. Blair Abernathy
|
|
|
2,114
|
|
|
|
(8,370
|
)
|
|
|
(6,256
|
)
|
Frank Sillman
|
|
|
1,781
|
|
|
|
(5,999
|
)
|
|
|
(4,218
|
)
|
James R. Mahoney
|
|
|
74
|
|
|
|
|
|
|
|
74
|
|
|
|
|
(5)
|
|
Perquisites included in All Other Compensation are valued at the
aggregate incremental cost to Indymac. These perquisites are a
car allowance for Messrs. Perry and Wohl, club dues for all
named executive officers, the executive medical program for
Messrs. Perry, Keys, Wohl and Sillman, financial and tax
planning for Messrs. Perry, Abernathy, and Mahoney,
reimbursement for payment of taxes for Mr. Perry, and loan
forgiveness for Messrs. Keys and Abernathy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursement
|
|
|
Insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Financial
|
|
|
for
|
|
|
Premiums
|
|
|
Indymac
|
|
|
|
|
|
|
|
|
|
Car
|
|
|
|
|
|
Medical
|
|
|
and Tax
|
|
|
Payment of
|
|
|
paid by
|
|
|
Contributions
|
|
|
Loan
|
|
|
|
|
|
|
Allowance
|
|
|
Club Dues
|
|
|
Program
|
|
|
Planning
|
|
|
Taxes(1)
|
|
|
Indymac
|
|
|
to 401(k)
|
|
|
Forgiveness
|
|
|
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Plan ($)
|
|
|
($)(2)
|
|
|
Total ($)
|
|
|
Michael W. Perry(3)
|
|
$
|
13,200
|
|
|
$
|
48,832
|
|
|
$
|
4,125
|
|
|
$
|
16,616
|
|
|
$
|
13,747
|
|
|
$
|
2,000
|
|
|
$
|
6,750
|
|
|
$
|
|
|
|
$
|
105,270
|
|
A. Scott Keys
|
|
|
|
|
|
|
14,292
|
|
|
|
4,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,066
|
|
|
|
30,206
|
|
|
|
51,689
|
|
Richard Wohl
|
|
|
13,200
|
|
|
|
1,254
|
|
|
|
1,350
|
|
|
|
|
|
|
|
|
|
|
|
1,485
|
|
|
|
6,750
|
|
|
|
|
|
|
|
24,039
|
|
S. Blair Abernathy
|
|
|
|
|
|
|
2,560
|
|
|
|
|
|
|
|
9,737
|
|
|
|
|
|
|
|
|
|
|
|
6,750
|
|
|
|
3,600
|
|
|
|
22,647
|
|
Frank Sillman
|
|
|
|
|
|
|
2,505
|
|
|
|
4,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,962
|
|
|
|
|
|
|
|
11,592
|
|
James R. Mahoney
|
|
|
|
|
|
|
15,755
|
|
|
|
|
|
|
|
9,366
|
|
|
|
|
|
|
|
|
|
|
|
6,750
|
|
|
|
|
|
|
|
31,871
|
|
|
|
|
(1)
|
|
Reimbursement of taxes were paid to Mr. Perry in connection
with the payment of his financial and tax planning expenses.
|
53
|
|
|
(2)
|
|
See the detailed discussion concerning this loan forgiveness in
Related Party Transactions and Business Relationships.
|
|
(3)
|
|
Pursuant to Mr. Perrys employment agreement, Indymac
will pay the expense of his travel by chartered plane for
business purposes. The total cost to Indymac in 2007 was $75,200
for three business trips taken on or before May 2007. Indymac
does not own a private plane.
|
|
|
|
(6)
|
|
As of December 31, 2007, Mr. Mahoney is no longer a
Section 16 Officer. His total compensation for 2007 would
have qualified him as a named executive officer in this Proxy
had he been a Section 16 Officer as of December 31,
2007. As such, pursuant to SEC guidelines, he is included as a
sixth named executive officer.
|
54
Summary
Compensation Table Additional Pay for Performance
Disclosure
The following table sets forth information concerning the total
compensation earned by our NEOs for 2007 based on
Indymacs pay for performance compensation philosophy. The
amounts included in the table shown for the 2007 year below
include short- and long-term incentive compensation earned for
performance in 2007, and paid in 2007 or in the first quarter of
2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
|
|
|
Long-Term
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Incentive
|
|
|
Incentive
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
Earnings ($)
|
|
|
Compensation ($)
|
|
|
Total ($)
|
|
|
Michael W. Perry,
|
|
|
2007
|
(2)
|
|
$
|
1,000,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(1,648
|
)
|
|
$
|
105,270
|
|
|
$
|
1,103,622
|
|
Chairman and
|
|
|
2006
|
|
|
|
1,000,000
|
|
|
|
791,300
|
|
|
|
|
|
|
|
30,210
|
|
|
|
335,853
|
|
|
|
2,157,363
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. Scott Keys,
|
|
|
2007
|
|
|
|
542,875
|
|
|
|
312,500
|
|
|
|
370,094
|
|
|
|
(2,499
|
)
|
|
|
51,688
|
|
|
|
1,274,658
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
480,375
|
|
|
|
240,000
|
|
|
|
300,094
|
|
|
|
9,509
|
|
|
|
133,185
|
|
|
|
1,163,163
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Wohl,
|
|
|
2007
|
|
|
|
750,000
|
|
|
|
273,188
|
|
|
|
|
|
|
|
(5,461
|
)
|
|
|
24,039
|
|
|
|
1,041,766
|
|
President, Indymac Bank
|
|
|
2006
|
|
|
|
750,000
|
|
|
|
546,375
|
|
|
|
|
|
|
|
26,599
|
|
|
|
23,405
|
|
|
|
1,346,379
|
|
S. Blair Abernathy,
|
|
|
2007
|
|
|
|
627,000
|
|
|
|
296,316
|
|
|
|
378,987
|
|
|
|
(6,256
|
)
|
|
|
22,647
|
|
|
|
1,318,694
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
627,000
|
|
|
|
592,631
|
|
|
|
601,224
|
|
|
|
20,160
|
|
|
|
20,092
|
|
|
|
1,861,107
|
|
Capital Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank M. Sillman,
|
|
|
2007
|
|
|
|
500,000
|
|
|
|
352,978
|
|
|
|
389,734
|
|
|
|
(4,218
|
)
|
|
|
11,592
|
|
|
|
1,250,086
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
337,500
|
|
|
|
705,956
|
|
|
|
613,842
|
|
|
|
15,363
|
|
|
|
6,392
|
|
|
|
1,679,053
|
|
Chief Executive Officer, Mortgage Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Mahoney,
|
|
|
2007
|
|
|
|
1,375,000
|
|
|
|
|
|
|
|
|
|
|
|
74
|
|
|
|
31,871
|
|
|
|
1,406,945
|
|
Executive Vice President,
|
|
|
2006
|
|
|
|
925,000
|
|
|
|
500,000
|
|
|
|
418,750
|
|
|
|
|
|
|
|
23,876
|
|
|
|
1,867,626
|
|
Chairman and Special Advisor,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Freedom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Amounts included in Long-Term
Incentive Compensation column represent the total value of
awards earned in 2007 and granted in March 2008.
|
|
(2)
|
|
Pursuant to Mr. Perrys
execution of his employment agreement renewed in September 2006
with a 5 year initial term, he received an up front grant
of 210,278 options in March 2007 at an exercise price of $29.57.
The 2007 GAAP expense for this award (which currently has a zero
economic value) is reflected in the Option Awards column of the
Summary Compensation Table on page 52. See Grants of Plan
Based Awards table on page 56 for further details of the
award.
|
55
Grants of
Plan-Based Awards
The following table sets forth individual grants of equity and
non-equity incentive awards made to each named executive officer
during 2007. The final amount earned by each NEO pursuant to
their respective 2007 incentive plan is included in the Summary
Compensation Table of this Proxy Statement and was paid or
awarded to each NEO in March 2008. Non-Equity Incentive Plan
award figures shown on this table include both short-term cash
incentives, as well as long-term cash incentives which vest over
periods of 3 to 5 years and for accounting purposes, the
expense for such long-term cash awards is recognized ratably
over the vesting period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Closing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Number of
|
|
|
or Base
|
|
|
Market
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Securities
|
|
|
Price of
|
|
|
Price of
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Shares of
|
|
|
Underlying
|
|
|
Option
|
|
|
Option
|
|
|
of Stock
|
|
|
|
Grant
|
|
|
Date of
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Stock or
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
|
and Option
|
|
Name
|
|
Date
|
|
|
Action(1)
|
|
|
Threshold ($)
|
|
|
Target ($)
|
|
|
Maximum ($)
|
|
|
Units (#)
|
|
|
(#)
|
|
|
($/Sh)(4)
|
|
|
($/Sh)
|
|
|
Awards($)(5)
|
|
|
Michael W. Perry
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
210,278
|
|
|
$
|
29.57
|
|
|
$
|
30.00
|
|
|
$
|
1,134,261
|
|
|
|
|
3/27/2007
|
(2)
|
|
|
|
|
|
|
|
|
|
|
3,429,288
|
|
|
|
4,286,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/2007
|
(3)
|
|
|
|
|
|
|
250,000
|
|
|
|
2,821,966
|
|
|
|
3,464,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. Scott Keys
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,729
|
|
|
|
29.57
|
|
|
|
30.00
|
|
|
|
111,814
|
|
|
|
|
3/27/2007
|
(2)
|
|
|
|
|
|
|
|
|
|
|
240,000
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/2007
|
(3)
|
|
|
|
|
|
|
122,625
|
|
|
|
302,625
|
|
|
|
347,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Wohl
|
|
|
3/27/2007
|
(2)
|
|
|
|
|
|
|
|
|
|
|
546,375
|
|
|
|
852,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Blair Abernathy
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,185
|
|
|
|
29.57
|
|
|
|
30.00
|
|
|
|
276,097
|
|
|
|
|
3/27/2007
|
(2)
|
|
|
|
|
|
|
|
|
|
|
592,631
|
|
|
|
859,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/2007
|
(3)
|
|
|
|
|
|
|
156,750
|
|
|
|
601,223
|
|
|
|
801,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank M. Sillman
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,973
|
|
|
|
29.57
|
|
|
|
30.00
|
|
|
|
328,894
|
|
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,433
|
|
|
|
|
3/27/2007
|
(2)
|
|
|
|
|
|
|
|
|
|
|
705,956
|
|
|
|
1,023,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/2007
|
(3)
|
|
|
|
|
|
|
125,000
|
|
|
|
654,467
|
|
|
|
892,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Mahoney
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,185
|
|
|
|
29.57
|
|
|
|
30.00
|
|
|
|
232,944
|
|
|
|
|
3/23/2007
|
|
|
|
3/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,363
|
|
|
|
|
(1)
|
|
The Committee met on March 8, 2007 to review and approve
the value of 2007 annual equity grants to the named executive
officers, as well as all other employees receiving stock or
option awards. At that meeting, the Committee identified the
proposed grant date as March 15, 2007. The Committee met
again on March 15, 2007, and due to an imposed special
blackout period, identified March 23, 2007 as the grant
date. The entries in this column without dates reflect awards
for which the date of action was the same as the date of grant.
|
|
(2)
|
|
Amounts represent threshold, target and maximum short-term cash
incentive compensation earned by Messrs. Perry, Keys,
Abernathy and Sillman in 2007 and paid in March 2008. The final
amounts are included in the Non-Equity Incentive Award column in
the Summary Compensation Table.
|
|
(3)
|
|
Amounts represent threshold, target and maximum long-term cash
incentive compensation awards earned by Messrs. Perry,
Keys, Abernathy and Sillman in 2007 and awarded in March 2008.
The final awarded amounts are included in the Non-Equity
Incentive Award column in the Summary Compensation Table. See
Compensation Discussion and Analysis section of this Proxy
Statement for further explanation of the Long-Term Cash
Incentive Compensation Plan.
|
|
(4)
|
|
The exercise price of $29.57 represents the average of the high
and low sales prices for the Common Stock on the date of grant,
as published in the Western Edition of the Wall Street Journal.
This method of determining the exercise price is pursuant to the
Companys shareholder approved incentive plans and is
consistent with the Companys historical practice for
determining exercise price.
|
56
|
|
|
(5)
|
|
See Note 23 Benefit Plans in Indymacs
2007
Form 10-K
for an explanation of the valuation model assumptions used to
value option and stock awards under FAS 123(R).
|
Summary
Compensation Table and Plan-Based Awards Narrative
Employment
Agreements
During 2007, all of the NEOs were employed pursuant to
agreements with our Company. Each employment agreement sets
forth, among other things, the NEOs base salary,
short-term cash incentive opportunities, long-term incentive
opportunities and entitlement to participate in our benefit
plans. The employment agreements have the following expiration
dates: Mr. Perry, December 31, 2011; Mr. Keys,
December 31, 2009; Mr. Wohl, December 31, 2012;
Mr. Abernathy, December 31, 2009; Mr. Sillman,
December 31, 2009 and Mr. Mahoney, June 30, 2011.
Pursuant to their respective employment agreements, the
2007 year-end base salaries for the NEOs were:
Mr. Perry, $1,000,000; Mr. Keys, $700,000;
Mr. Wohl, $750,000; Mr. Abernathy, $627,000;
Mr. Sillman, $500,000 and Mr. Mahoney, $1,250,000.
The amounts included in the Stock Awards and Option Awards
columns represent the dollar amount of compensation cost
recognized in 2007 as required by SFAS No. 123(R).
These amounts include compensation costs recognized in
Indymacs financial statements with respect to awards
granted in previous fiscal years, as well as in 2007.
The amounts included under the Non-Equity Incentive Compensation
represent two items: 1) 2007 short-term cash incentive
compensation; and (2) for Messrs. Perry, Keys,
Abernathy and Sillman, their Senior Manager long-term incentive
award earned in 2007. The long-term incentive awards vest over
periods of 3 to 5 years and for accounting purposes, the
expense for such awards is recognized ratably over the vesting
period.
Pursuant to the employment agreements, each of the NEOs is also
entitled to customary perquisites, consistent with our past
practices, such as memberships in social and professional clubs,
car allowances, executive medical programs and gross up payments
equal to taxes payable on certain perquisites.
The employment agreements provide that each NEO will be entitled
to participate in each employee benefit plan maintained by the
Company, as well as peer group incentive plans, including
participation in the Short-Term Cash Incentive Plan, the Senior
Manager Long-Term Incentive Plan and the Executive Committee
Long-Term Incentive Plan.
Awards
2007
Grants Of Plan-Based Awards
General.
Equity awards have been granted to
directors and officers of Indymac and Indymac Bank pursuant to
Indymacs two active stock award plans: the 2002 Incentive
Plan, as Amended and Restated (2002 Plan) and the
2000 Stock Incentive Plan, as amended (2000 Plan).
Both plans were approved by the stockholders of Indymac.
Additional equity awards were also granted to directors and
executive officers of Indymac under prior stock award plans that
have since been terminated. The termination of the prior plans
did not affect the validity of equity awards granted there
under, some of which are currently outstanding. The 2002 Plan
and the 2000 Plan are administered by the Management Development
and Compensation Committee of the Board of Directors also
referred to as the MD&C Committee.
57
Restricted stock awarded to our NEOs under the Senior Manager
Long-Term Incentive Plan vests fully on the third anniversary of
the date of grant. Restricted stock awards include the right to
vote and the right to receive dividends, but may not be sold or
transferred during the vesting period. Dividends on restricted
stock will be earned on the same terms and at the same rate as
that paid to the Companys common shareholders, but are not
paid until fully vested. Restricted stock was awarded to two of
our NEOs as follows: Mr. Sillman, 4,411 shares; and
Mr. Mahoney, 2,853 shares.
The MD&C Committee granted options to five of our NEOs on
March 23, 2007 pursuant to Mr. Perrys employment
agreement, and for the remaining four, under our Executive
Committee Long-Term Incentive Plan. These options vest in three
annual installments on the first through third anniversaries of
the date of grant. Stock options were awarded as follows:
Mr. Perry, 210,278 options; Mr. Keys, 20,729 options;
Mr. Abernathy, 51,185 options; Mr. Sillman, 60,973
options; and Mr. Mahoney, 43,185 options.
Mr. Wohl did not receive equity awards during 2007, and has
not received any equity awards since 2002, pursuant to his
previous employment agreement which stipulated that he would
receive option awards at the time his agreement was signed.
58
Outstanding
Equity Awards at Fiscal Year-End
The following table provides information concerning options and
unvested restricted stock held by each named executive officer
as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Market Value of
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Shares or Units
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
of Stock That
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
|
Name
|
|
(#) Exercisable
|
|
|
(#) Unexercisable
|
|
|
Price($)
|
|
|
Date
|
|
|
Vested(#)
|
|
|
Vested($)
|
|
|
Notes
|
|
|
Michael W. Perry
|
|
|
|
|
|
|
210,278
|
|
|
$
|
29.5700
|
|
|
|
3/23/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
(1
|
)
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
25.0200
|
|
|
|
5/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
24.4150
|
|
|
|
2/5/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
508,086
|
|
|
|
|
|
|
|
11.1875
|
|
|
|
2/3/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. Scott Keys
|
|
|
|
|
|
|
20,729
|
|
|
|
29.5700
|
|
|
|
3/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
4,563
|
|
|
|
9,128
|
|
|
|
39.0750
|
|
|
|
3/15/2016
|
|
|
|
4,159
|
|
|
|
24,746
|
|
|
|
(2
|
)
|
|
|
|
24,753
|
|
|
|
12,377
|
|
|
|
35.4050
|
|
|
|
3/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
14,827
|
|
|
|
|
|
|
|
35.3800
|
|
|
|
3/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,335
|
|
|
|
|
|
|
|
19.1600
|
|
|
|
3/4/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
24.6550
|
|
|
|
3/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Wohl
|
|
|
500,000
|
|
|
|
|
|
|
|
18.5500
|
|
|
|
12/2/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
495,905
|
|
|
|
|
|
|
|
24.4150
|
|
|
|
2/5/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Blair Abernathy
|
|
|
|
|
|
|
51,185
|
|
|
|
29.5700
|
|
|
|
3/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
9,206
|
|
|
|
18,414
|
|
|
|
39.0750
|
|
|
|
3/15/2016
|
|
|
|
6,879
|
|
|
|
40,930
|
|
|
|
(2
|
)
|
|
|
|
16,153
|
|
|
|
8,077
|
|
|
|
35.4050
|
|
|
|
3/15/2015
|
|
|
|
5,778
|
|
|
|
34,379
|
|
|
|
(3
|
)
|
|
|
|
20,126
|
|
|
|
|
|
|
|
35.3800
|
|
|
|
3/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,835
|
|
|
|
|
|
|
|
19.1600
|
|
|
|
3/4/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
24.4150
|
|
|
|
2/5/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank M. Sillman
|
|
|
|
|
|
|
60,973
|
|
|
|
29.5700
|
|
|
|
3/23/2014
|
|
|
|
4,411
|
|
|
|
26,245
|
|
|
|
(1
|
)
|
|
|
|
12,650
|
|
|
|
25,300
|
|
|
|
39.0750
|
|
|
|
3/15/2016
|
|
|
|
6,353
|
|
|
|
37,800
|
|
|
|
(2
|
)
|
|
|
|
19,971
|
|
|
|
9,986
|
|
|
|
35.4050
|
|
|
|
3/15/2015
|
|
|
|
4,981
|
|
|
|
29,637
|
|
|
|
(3
|
)
|
|
|
|
13,173
|
|
|
|
|
|
|
|
35.3800
|
|
|
|
3/15/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Mahoney
|
|
|
|
|
|
|
43,185
|
|
|
|
29.5700
|
|
|
|
3/23/2014
|
|
|
|
2,853
|
|
|
|
16,975
|
|
|
|
(1
|
)
|
|
|
|
8,060
|
|
|
|
16,122
|
|
|
|
39.0750
|
|
|
|
3/15/2016
|
|
|
|
5,064
|
|
|
|
30,131
|
|
|
|
(2
|
)
|
|
|
|
25,886
|
|
|
|
12,943
|
|
|
|
35.4050
|
|
|
|
3/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
25,000
|
|
|
|
|
|
|
|
32.5950
|
|
|
|
11/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents a stock option award and a restricted stock award
both granted on March 15, 2006. The stock option award
vests in three equal annual installments starting on the first
anniversary of the grant date and will be fully vested on
March 15, 2009. The restricted stock award vests 100% on
the third anniversary of the grant date, March 15, 2009.
|
|
(2)
|
|
Represents an award granted on March 15, 2005, which vests
in three equal annual installments starting on the first
anniversary of the grant date. The award will be fully vested on
March 15, 2008.
|
|
(3)
|
|
Represents an award granted on March 15, 2004, which vests
in three equal annual installments starting on the first
anniversary of the grant date. The award will be fully vested on
March 15, 2007.
|
|
(4)
|
|
Represents an award granted on March 15, 2002, which vests
in five equal annual installments starting on the first
anniversary of the grant date. The award will be fully vested on
March 15, 2007.
|
59
|
|
|
(5)
|
|
Represents an award granted on December 2, 2002, which
vests in five equal annual installments starting on the first
anniversary of the grant date. The award will be fully vested on
December 2, 2007.
|
|
(6)
|
|
Represents an award granted on November 2, 2004, which
vests in three equal annual installments starting on the first
anniversary of the grant date. The award will be fully vested on
November 2, 2007.
|
2007
Option Exercises and Stock Vested
The following table provides information regarding options
exercised
and/or
restricted shares vested by the named executive officers during
2007. No options were exercised and no restricted shares held by
such officers vested during 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Value Realized
|
|
|
Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
on Exercise
|
|
|
Acquired on
|
|
|
Value Realized
|
|
Name
|
|
Exercise (#)
|
|
|
($)
|
|
|
Vesting(#)
|
|
|
on Vesting($)
|
|
|
Michael W. Perry
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
A. Scott Keys
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Wohl
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Blair Abernathy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank M. Sillman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides information regarding Indymac
common stock purchased by or on behalf of the named executive
officers during 2007. None of such officers sold Indymac common
stock during 2007.
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
Name
|
|
Shares Purchased(#)(1)
|
|
|
Purchase Price
|
|
|
Michael W. Perry
|
|
|
35,000
|
|
|
$
|
29.45
|
|
A. Scott Keys
|
|
|
9,447
|
|
|
|
29.91
|
|
Richard H. Wohl
|
|
|
3,365
|
|
|
|
29.68
|
|
S. Blair Abernathy
|
|
|
30,447
|
|
|
|
23.02
|
|
Frank M. Sillman
|
|
|
10,745
|
|
|
|
29.55
|
|
James R. Mahoney
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For Messrs. Keys, Abernathy and Sillman, amount includes
shares purchased pursuant to investment elections in
Indymacs Senior Manager and Non-Employee Director Deferred
Compensation Plan. See Compensation Discussion and Analysis
section of this Proxy for further explanation of this plan.
|
60
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available for
|
|
|
|
|
|
|
|
|
|
Future Issuance Under
|
|
|
|
Number of Securities to be
|
|
|
Weighted-Average
|
|
|
Equity Compensation
|
|
|
|
Issued Upon Exercise of
|
|
|
Exercise Price of
|
|
|
Plans (Excluding
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
Securities Reflected in
|
|
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
First Column (1) )
|
|
Equity Compensation Plan Approved by Security Holders
|
|
|
8,523,288
|
|
|
$
|
26.6221
|
|
|
|
2,710,891
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
8,523,288
|
|
|
$
|
26.6221
|
|
|
|
2,710,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes shares of Common Stock
available for future grants under Indymacs 2000 Plan and
2002 Plan. As of December 31, 2007, up to
57,219 shares may be issued under the 2000 Plan, of which
7,890 may be issued as restricted stock awards, and up to
2,653,672 shares may be issued under the 2002 Plan. Under
the 2002 Plan, one share issued as a restricted stock award
reduces the share availability by 3.5 shares. As such, up
to 758,192 shares may be issued as restricted stock awards
under the 2002 Plan.
|
Defined
Benefit Pension Plan
Through December 31, 2002, we provided a defined benefit
pension plan (the DBP Plan) to substantially all of
our employees. However, effective May 31, 2007, the
benefits under the DBP plan were frozen. Employees hired prior
to January 1, 2003, with one or more years of service, are
entitled to annual pension benefits beginning at normal
retirement age (65 years of age) equal to a formula
approximating 0.9% of final average compensation, taking into
account that the benefits were frozen as of May 31, 2007,
multiplied by credited service (not in excess of 35 years),
subject to a vesting requirement of five years of service. Our
policy is to contribute the amount actuarially determined to be
necessary to pay the benefits under the DBP Plan, and in no
event to pay less than the amount necessary to meet the minimum
funding standards of the Employment Retirement Income Security
Act of 1974 (ERISA). Employees hired after
December 31, 2002 are not eligible for the DBP Plan.
The table below shows the present value of the current accrued
benefit with respect to each NEO under the DBP Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments
|
|
|
|
|
Number of Years of
|
|
|
Present Value of
|
|
|
During Last
|
|
|
|
|
Credited
|
|
|
Accumulated
|
|
|
Fiscal Year
|
Name
|
|
Plan Name
|
|
Service(#)
|
|
|
Benefit($)
|
|
|
($)
|
|
Michael W. Perry
|
|
DBP Plan
|
|
|
13
|
|
|
$
|
88,553
|
|
|
$
|
A. Scott Keys
|
|
DBP Plan
|
|
|
4
|
|
|
|
27,284
|
|
|
|
Richard H. Wohl
|
|
DBP Plan
|
|
|
12
|
|
|
|
113,642
|
|
|
|
S. Blair Abernathy
|
|
DBP Plan
|
|
|
12
|
|
|
|
87,136
|
|
|
|
Frank M. Sillman
|
|
DBP Plan
|
|
|
9
|
|
|
|
55,291
|
|
|
|
James R. Mahoney
|
|
DBP Plan
|
|
|
0
|
|
|
|
|
|
|
|
The compensation used for Pension Plan purposes until the date
the benefits were frozen is the amount shown in the Salary
column of the Summary Compensation Table, subject to the
$225,000 limitation under the Code. Benefits are 100% vested
after five years of service. Any NEO would become fully vested
in his or her accrued normal retirement benefit regardless of
the NEOs length of service if
61
the participants employment
is terminated by Indymac other than for Cause within
a two-year period following a Change in Control (as
both terms are defined in the Pension Plan). Consistent with the
assumptions used for financial accounting purposes under GAAP,
the Present Value of Accumulated Benefit was determined based on
a 6.6% discount rate, and the 1983 Group Annuity Mortality table
post-retirement.
Deferred
Compensation Plan
The following table sets forth certain information concerning
the contributions, earnings, withdrawals/distributions and
balance under Indymacs Deferred Compensation Plan
(DCP) and Indymacs Senior Manager and
Non-Employee Director Deferred Compensation Plan
(SMDDCP) for the named executive officers. Please
see the discussion of these benefits in the Compensation
Discussion and Analysis section of this proxy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in Last
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Last Fiscal
|
|
|
|
|
|
Last Fiscal Year
|
|
|
Last Fiscal Year
|
|
|
Fiscal Year ($)
|
|
|
Distributions ($)
|
|
|
Withdrawals
|
|
|
Year End ($)
|
|
Name
|
|
Plan
|
|
($)
|
|
|
($)
|
|
|
(3)
|
|
|
(4) (5)
|
|
|
($)
|
|
|
(6)
|
|
|
Michael W. Perry
|
|
DCP
|
|
$
|
|
|
|
$
|
|
|
|
$
|
406,768
|
|
|
$
|
160,525
|
|
|
$
|
|
|
|
$
|
6,897,110
|
|
A. Scott Keys
|
|
DCP(1)
|
|
|
27,290
|
|
|
|
|
|
|
|
15,999
|
|
|
|
|
|
|
|
|
|
|
|
277,188
|
|
|
|
SMDDCP(2)
|
|
|
180,094
|
|
|
|
|
|
|
|
(140,909
|
)
|
|
|
|
|
|
|
|
|
|
|
39,185
|
|
|
|
Total
|
|
|
207,384
|
|
|
|
|
|
|
|
(124,910
|
)
|
|
|
|
|
|
|
|
|
|
|
316,373
|
|
Richard H. Wohl
|
|
DCP
|
|
|
|
|
|
|
|
|
|
|
146,847
|
|
|
|
|
|
|
|
|
|
|
|
2,492,363
|
|
S. Blair Abernathy
|
|
DCP(1)
|
|
|
207,570
|
|
|
|
|
|
|
|
116,083
|
|
|
|
|
|
|
|
|
|
|
|
2,013,087
|
|
|
|
SMDDCP(2)
|
|
|
304,908
|
|
|
|
|
|
|
|
(238,566
|
)
|
|
|
|
|
|
|
|
|
|
|
66,342
|
|
|
|
Total
|
|
|
512,478
|
|
|
|
|
|
|
|
(122,483
|
)
|
|
|
|
|
|
|
|
|
|
|
2,079,429
|
|
Frank M. Sillman
|
|
DCP(1)
|
|
|
102,498
|
|
|
|
|
|
|
|
94,680
|
|
|
|
|
|
|
|
|
|
|
|
1,659,606
|
|
|
|
SMDDCP(2)
|
|
|
130,432
|
|
|
|
|
|
|
|
(47,900
|
)
|
|
|
|
|
|
|
|
|
|
|
82,532
|
|
|
|
Total
|
|
|
232,930
|
|
|
|
|
|
|
|
46,780
|
|
|
|
|
|
|
|
|
|
|
|
1,742,138
|
|
James R. Mahoney
|
|
SMDDCP(2)
|
|
|
84,375
|
|
|
|
|
|
|
|
4,045
|
|
|
|
|
|
|
|
|
|
|
|
88,420
|
|
|
|
|
(1)
|
|
Amounts reported are included in
the Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table for Messrs. Keys, Abernathy and Sillman.
|
|
(2)
|
|
Amounts reported are included in
the Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table for Messrs. Keys, Abernathy, Sillman and
Mahoney and represent the long-term cash incentive compensation
award earned for 2006 and granted in March 2007 and deferred
pursuant to this plan.
|
|
(3)
|
|
Amounts reported for the SMDDCP
represent interest earned on balances invested in the interest
earning account and/or the change in value during 2007 on the
shares held in the Indymac common stock investment account.
Investments in interest or Indymac common stock were elected by
each of the respective named executive officers prior to the
March 2007 grant date.
|
|
(4)
|
|
Amount distributed in 2007 is
pursuant to a previously elected and planned distribution date.
|
|
(5)
|
|
Amount reported was included as
compensation to Mr. Perry in the Summary Compensation Table
for previous years.
|
|
(6)
|
|
Aggregate Balance in the DCP
equals each of officers vested balance at
December 31, 2007. None of the balances in the SMDDCP were
vested as of December 31, 2007. Pursuant to this plan, the
award granted in March 2007 vests 100% on the third anniversary
of the grant date, March 2010.
|
62
Potential
Payments upon Termination or Change in Control
As noted in the Compensation Discussion and Analysis
section of this Proxy Statement, the employment agreements of
our NEOs have severance provisions for certain terminations or a
termination in conjunction with a change in control.
Severance
Payments for CEO
Mr. Perrys employment agreement specifies the
payments and benefits to which Mr. Perry is entitled upon
his termination of employment for specified reasons, including
death, disability, termination by Indymac with or without cause,
termination by Mr. Perry for good reason, a
change-in-control,
agreement expiration or retirement, and resignation by
Mr. Perry (as such terms are defined in the employment
agreement).
Under the employment agreement, Mr. Perry would be entitled
to a severance payment equal to two and one-half (2.5) times the
sum of his average annual base salary in effect for the two
years immediately preceding the termination and an amount equal
to his prior year base level short-term annual incentive
compensation (as defined in his employment agreement) if he is
terminated other than for Cause or if he resigns for Good
Reason. In either such event, Mr. Perrys unvested
equity grants would immediately vest, and any such vested stock
options would become exercisable for a period of twelve months
from the termination date. He would also be entitled to a
prorated portion of his short- and long-term annual incentive
compensation based on Indymacs actual performance up to
the date of termination in the year in which the termination
takes place, and to lifetime medical coverage for himself, his
spouse, and his eligible dependents.
If there is a Change in Control and Mr. Perry is terminated
other than for Cause or Disability, or resigns for Good Reason
within two years thereafter, or if he is terminated other than
for Cause in anticipation of a Change in Control at the
initiation of the acquiring party, he would be entitled to a
payment equal to three (3) times the sum of his average
annual base salary in effect for the two years immediately
preceding the termination and an amount equal to his prior year
base level short-term annual incentive compensation. In
addition, all of Mr. Perrys unvested equity grants
would immediately vest, and any such vested stock options would
become exercisable for a period of twelve months from the
termination date. He would also be entitled to a prorated
portion of his short- and long-term annual incentive
compensation and to lifetime medical coverage for himself, his
spouse, and his eligible dependents. Upon a Change in Control,
Mr. Perry would also be entitled to receive an additional
payment to compensate for any increased excise, income or
payroll taxes payable by him.
The employment agreement also provides that Mr. Perry will
not solicit any of Indymacs employees, customers or
business, for a period of one year from the date his employment
terminates if it terminates before the agreement expires.
63
The following table sets forth the amount of severance cash
compensation and the estimated cost of the lifetime medical
coverage to Mr. Perry in the event of his resignation,
disability, death (which includes a term life insurance benefit
of four times his annual base salary), termination without
Cause, termination for Cause, termination for Good Reason and a
Change in Control, assuming termination of employment occurred
on December 31, 2007 and, for a Change in Control, that the
Change in Control occurred within the two years prior to
December 31, 2007. As of December 31, 2007, although
Mr. Perry does have unvested stock option grants that would
be accelerated, the exercise price of all such grants is higher
than the value of Indymac common stock as of December 31,
2007. In the event that any of the payments are subject to
federal excise taxes under the golden parachute
provisions of the tax code, Indymac is required to pay
Mr. Perry a
gross-up
for
any such excise taxes plus any additional excise, income or
payroll taxes owed on the
gross-up
payment. Based on the above circumstances under a Change in
Control termination, Mr. Perry would not be liable for any
additional excise taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Good
|
|
|
|
|
|
|
|
|
Expiration of
|
|
|
|
|
|
|
|
|
No Cause
|
|
|
Cause
|
|
|
Reason
|
|
|
Change in
|
|
Officer
|
|
Component
|
|
Agreement
|
|
|
Disability
|
|
|
Death
|
|
|
Termination
|
|
|
Termination
|
|
|
Termination
|
|
|
Control
|
|
|
Michael W. Perry
|
|
Base Salary
|
|
$
|
|
|
|
$
|
2,000,000
|
|
|
$
|
|
|
|
$
|
2,500,000
|
|
|
$
|
|
|
|
$
|
2,500,000
|
|
|
$
|
3,000,000
|
|
|
|
Short-Term Annual Incentive
|
|
|
|
|
|
|
5,862,560
|
|
|
|
|
|
|
|
7,328,200
|
|
|
|
|
|
|
|
7,328,200
|
|
|
|
8,793,840
|
|
|
|
Pro-Rata Annual Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,429,290
|
|
|
|
Pro-Rata Long Term Bonus
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
|
|
|
|
250,000
|
|
|
|
2,821,968
|
|
|
|
Lifetime Medical Coverage(1)
|
|
|
1,068,792
|
|
|
|
1,068,792
|
|
|
|
1,068,792
|
|
|
|
1,068,792
|
|
|
|
|
|
|
|
1,068,792
|
|
|
|
1,068,792
|
|
|
|
Life Insurance
|
|
|
|
|
|
|
|
|
|
|
4,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,318,792
|
|
|
$
|
9,181,352
|
|
|
$
|
5,318,792
|
|
|
$
|
11,146,992
|
|
|
$
|
|
|
|
$
|
11,146,992
|
|
|
$
|
19,113,890
|
|
|
|
|
(1)
|
|
Lifetime medical coverage provided
by actuarial consulting firm at the time Mr. Perrys
employment agreement was amended and is based on conservative
estimates of his health costs and the annual growth rate of
health costs.
|
Severance
Payments for NEOs
In consideration of an agreement from each of
Messrs. Abernathy, Keys, Sillman and Mahoney not to solicit
customers, business or employees of Indymac for a period of
eighteen months after termination of employment, and for a
period of one year after termination of employment for
Mr. Wohl, Indymac Bank has agreed to continue to employ
Messrs. Wohl, Abernathy, Keys, Sillman and Mahoney, to
provide the compensation and benefits described in their
respective employment agreements, and to provide certain
severance payments upon termination of employment for reasons
other than for Cause or Resignation.
The cash severance amounts that each of Messrs. Wohl,
Abernathy, Keys, Sillman and Mahoney would receive upon
termination, assuming termination of employment occurred on
December 31, 2007, and for a Change in Control, assuming
that the Change in Control occurred within the two years prior
to December 31, 2007, are set forth below (including the
fair value of accelerated stock awards valued as of
December 31, 2007). In the event that any of the severance
payments are subject to federal excise taxes under the
golden parachute provisions of the tax code, Indymac
is required to pay the executives a
gross-up
for
any such excise taxes plus any excise, income or payroll taxes
owed on the payment of the
gross-up
for
the excise taxes. Where applicable, these amounts are reflected
in the table under the Change in Control column.
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Good
|
|
|
|
|
|
|
|
|
Expiration of
|
|
|
|
|
|
|
|
|
No Cause
|
|
|
Cause
|
|
|
Reason
|
|
|
Change in
|
|
Officer
|
|
Component
|
|
Agreement
|
|
|
Disability
|
|
|
Death
|
|
|
Termination
|
|
|
Termination
|
|
|
Termination
|
|
|
Control
|
|
|
Richard H. Wohl(1)
|
|
Base Salary
|
|
$
|
|
|
|
$
|
1,500,000
|
|
|
$
|
|
|
|
$
|
1,875,000
|
|
|
$
|
|
|
|
$
|
1,875,000
|
|
|
$
|
2,250,000
|
|
|
|
Short-Term Annual Incentive
|
|
|
|
|
|
|
2,931,280
|
|
|
|
|
|
|
|
3,664,100
|
|
|
|
|
|
|
|
3,664,100
|
|
|
|
4,396,920
|
|
|
|
Pro-Rata Annual Bonus
|
|
|
273,188
|
|
|
|
273,188
|
|
|
|
273,188
|
|
|
|
273,188
|
|
|
|
|
|
|
|
273,188
|
|
|
|
1,714,645
|
|
|
|
Pro-Rata Long Term Bonus
|
|
|
392,391
|
|
|
|
392,391
|
|
|
|
392,391
|
|
|
|
392,391
|
|
|
|
|
|
|
|
392,391
|
|
|
|
1,473,484
|
|
|
|
Medical Coverage
|
|
|
99,328
|
|
|
|
99,328
|
|
|
|
99,328
|
|
|
|
99,328
|
|
|
|
|
|
|
|
99,328
|
|
|
|
99,328
|
|
|
|
Life Insurance
|
|
|
|
|
|
|
|
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
764,907
|
|
|
$
|
5,196,187
|
|
|
$
|
3,764,907
|
|
|
$
|
6,304,007
|
|
|
$
|
|
|
|
$
|
6,304,007
|
|
|
$
|
9,934,377
|
|
|
|
|
(1)
|
|
Under the employment agreement, Mr. Wohl would be entitled
to a severance payment equal to two and one-half (2.5) times the
sum of his average annual base salary in effect for the two
years immediately preceding the termination and an amount equal
to his prior year base level short-term annual incentive
compensation (as defined in his employment agreement) if he is
terminated other than for Cause or if he resigns for Good
Reason. In either such event, Mr. Wohls unvested
equity grants would immediately vest, and any such vested stock
options would become exercisable for a period of twelve months
from the termination date. He would also be entitled to a
prorated portion of his short- and long-term annual incentive
compensation based on Indymacs actual performance up to
the date of termination in the year in which the termination
takes place, and to extended medical coverage for himself, his
spouse, and his eligible dependents for ten years from the date
of termination. If there is a Change in Control and
Mr. Wohl is terminated other than for Cause or Disability,
or resigns for Good Reason within two years thereafter, or if he
is terminated other than for Cause in anticipation of a Change
in Control at the initiation of the acquiring party, he would be
entitled to a payment equal to three (3) times the sum of
his average annual base salary in effect for the two years
immediately preceding the termination and an amount equal to his
prior year base level short-term annual incentive compensation.
In addition, all of Mr. Wohls unvested equity grants
would immediately vest, and any such vested stock options would
become exercisable for a period of twelve months from the
termination date. He would also be entitled to a prorated
portion of his short- and long-term annual incentive
compensation and to 10 years of medical coverage for
himself, his spouse, and his eligible dependents. Upon a Change
in Control, Mr. Wohl would also be entitled to receive an
additional payment to compensate for any increased excise,
income or payroll taxes payable by him. The severance amount
indicated in the event of death includes a term life insurance
benefit equal to four times his then current annual base salary
rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Cause
|
|
|
Cause
|
|
|
Performance
|
|
|
Change in
|
|
Officer
|
|
Component
|
|
Resignation
|
|
|
Disability
|
|
|
Death
|
|
|
Termination
|
|
|
Termination
|
|
|
Termination
|
|
|
Control
|
|
|
S. Blair Abernathy(2)
|
|
Base Salary
|
|
$
|
|
|
|
$
|
627,000
|
|
|
$
|
1,254,000
|
|
|
$
|
940,500
|
|
|
$
|
|
|
|
$
|
627,000
|
|
|
$
|
1,254,000
|
|
|
|
Short-Term Cash Incentive
|
|
|
|
|
|
|
296,316
|
|
|
|
296,316
|
|
|
|
296,316
|
|
|
|
|
|
|
|
296,316
|
|
|
|
888,948
|
|
|
|
Medical Coverage
|
|
|
|
|
|
|
30,524
|
|
|
|
15,262
|
|
|
|
15,262
|
|
|
|
|
|
|
|
|
|
|
|
15,262
|
|
|
|
Accelerated Equity
|
|
|
|
|
|
|
75,942
|
|
|
|
75,942
|
|
|
|
34,668
|
|
|
|
|
|
|
|
|
|
|
|
75,942
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
1,029,782
|
|
|
$
|
1,641,520
|
|
|
$
|
1,286,746
|
|
|
$
|
|
|
|
$
|
923,316
|
|
|
$
|
2,234,152
|
|
|
|
|
(2)
|
|
Mr. Abernathys cash severance payment in the event of
termination other than for Cause would equal the sum of
(a) his annual base salary through the last day of
employment, (b) his short-term cash incentive award for the
period in which such termination occurs, prorated to the
termination date, (c) a cash payment equal to one and
one-half (1.5) times his current annual base salary rate,
provided that if the termination occurs within two years of a
Change in Control, as declared by the Board of
|
65
|
|
|
|
|
Directors, and during the term of the officers employment
agreement, then the cash payment will be equal to two times the
officers total cash compensation (base salary plus
short-term annual incentive compensation) for the fiscal year
preceding the date of termination, and (d) the additional
medical benefits described in his employment agreement for one
year following the date of termination. In addition, unvested
equity grants that would otherwise vest under normal conditions
within one year of termination would accelerate, except that if
the termination was pursuant to a Change in Control, all
unvested equity grants would be accelerated, and
Mr. Abernathy would have three months from termination to
exercise any such vested stock options.
Mr. Abernathys severance payment in the event of
termination for Poor Performance would equal his current annual
base salary rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Cause
|
|
|
Cause
|
|
|
Performance
|
|
|
Change in
|
|
Officer
|
|
Component
|
|
Resignation
|
|
|
Disability
|
|
|
Death
|
|
|
Termination
|
|
|
Termination
|
|
|
Termination
|
|
|
Control
|
|
|
A. Scott Keys(3)
|
|
Base Salary
|
|
$
|
|
|
|
$
|
699,996
|
|
|
$
|
1,400,000
|
|
|
$
|
1,050,000
|
|
|
$
|
|
|
|
$
|
700,000
|
|
|
$
|
1,400,000
|
|
|
|
Short-Term Cash Incentive
|
|
|
|
|
|
|
312,500
|
|
|
|
312,500
|
|
|
|
312,500
|
|
|
|
|
|
|
|
312,500
|
|
|
|
937,500
|
|
|
|
Medical Coverage
|
|
|
|
|
|
|
30,524
|
|
|
|
15,262
|
|
|
|
15,262
|
|
|
|
|
|
|
|
|
|
|
|
15,262
|
|
|
|
Accelerated Equity
|
|
|
|
|
|
|
24,954
|
|
|
|
24,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,954
|
|
|
|
Excise Tax Gross Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
799,692
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
1,067,974
|
|
|
$
|
1,752,716
|
|
|
$
|
1,377,762
|
|
|
$
|
|
|
|
$
|
1,012,500
|
|
|
$
|
3,177,408
|
|
|
|
|
(3)
|
|
Mr. Keys cash severance payment in the event of
termination other than for Cause would equal the sum of
(a) his annual base salary through the last day of
employment, (b) his short-term cash incentive award for the
period in which such termination occurs, prorated to the
termination date, (c) a cash payment equal to one and
one-half (1.5) times his current annual base salary rate,
provided that if the termination occurs within two years of a
Change in Control, as declared by the Board of Directors, and
during the term of the officers employment agreement, then
the cash payment will be equal to two times the officers
total cash compensation (base salary plus short-term annual
incentive compensation) for the fiscal year preceding the date
of termination, and (d) the additional medical benefits
described in his employment agreement for one year following the
date of termination. In addition, unvested equity grants that
would otherwise vest under normal conditions within one year of
termination would accelerate, except that if the termination was
pursuant to a Change in Control, all unvested equity grants
would be accelerated, and Mr. Keys would have three months
from termination to exercise any such vested stock options.
Mr. Keys severance payment in the event of
termination for Poor Performance would equal his current annual
base salary rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Cause
|
|
|
Cause
|
|
|
Performance
|
|
|
|
|
Officer
|
|
Component
|
|
Resignation
|
|
|
Disability
|
|
|
Death
|
|
|
Termination
|
|
|
Termination
|
|
|
Termination
|
|
|
Change in Control
|
|
|
Frank M. Sillman(4)
|
|
Base Salary
|
|
$
|
|
|
|
$
|
500,004
|
|
|
$
|
1,000,000
|
|
|
$
|
750,000
|
|
|
$
|
|
|
|
$
|
500,000
|
|
|
$
|
1,000,000
|
|
|
|
Short-Term Cash Incentive
|
|
|
|
|
|
|
352,978
|
|
|
|
352,978
|
|
|
|
352,978
|
|
|
|
|
|
|
|
352,978
|
|
|
|
1,058,934
|
|
|
|
Medical Coverage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Equity
|
|
|
|
|
|
|
94,470
|
|
|
|
94,470
|
|
|
|
29,886
|
|
|
|
|
|
|
|
|
|
|
|
94,470
|
|
|
|
Excise Tax Gross Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
690,997
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
947,452
|
|
|
$
|
1,447,448
|
|
|
$
|
1,132,864
|
|
|
$
|
|
|
|
$
|
852,978
|
|
|
$
|
2,844,401
|
|
|
|
|
(4)
|
|
Mr. Sillmans cash severance payment in the event of
termination other than for Cause would equal the sum of
(a) his annual base salary through the last day of
employment, (b) his short-term cash incentive award for the
period in which such termination occurs, prorated to the
termination date, (c) a cash payment equal to one and
one-half (1.5) times his current annual base salary rate,
provided that if the termination occurs within two years of a
Change in Control, as declared by the Board of
|
66
|
|
|
|
|
Directors, and during the term of the officers employment
agreement, then the cash payment will be equal to two times the
officers total cash compensation (base salary plus
short-term annual incentive compensation) for the fiscal year
preceding the date of termination, and (d) the additional
medical benefits described in his employment agreement for one
year following the date of termination. In addition, unvested
equity grants that would otherwise vest under normal conditions
within one year of termination would accelerate, except that if
the termination was pursuant to a Change in Control, all
unvested equity grants would be accelerated, and
Mr. Sillman would have three months from termination to
exercise any such vested stock options. Mr. Sillmans
severance payment in the event of termination for Poor
Performance would equal his current annual base salary rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Cause
|
|
|
Cause
|
|
|
Performance
|
|
|
Change in
|
|
Officer
|
|
Component
|
|
Resignation
|
|
|
Disability
|
|
|
Death
|
|
|
Termination
|
|
|
Termination
|
|
|
Termination
|
|
|
Control
|
|
|
James R. Mahoney(5)
|
|
Base Salary
|
|
$
|
|
|
|
$
|
2,187,507
|
|
|
$
|
2,500,000
|
|
|
$
|
1,875,000
|
|
|
$
|
|
|
|
$
|
1,250,000
|
|
|
$
|
2,500,000
|
|
|
|
Medical Coverage
|
|
|
|
|
|
|
37,031
|
|
|
|
10,580
|
|
|
|
10,580
|
|
|
|
|
|
|
|
|
|
|
|
10,580
|
|
|
|
Accelerated Equity
|
|
|
|
|
|
|
47,502
|
|
|
|
47,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,502
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
2,272,040
|
|
|
$
|
2,558,082
|
|
|
$
|
1,885,580
|
|
|
$
|
|
|
|
$
|
1,250,000
|
|
|
$
|
2,558,082
|
|
|
|
|
(5)
|
|
Mr. Mahoneys cash severance payment in the event of
termination other than for Cause would equal the sum of
(a) his annual base salary through the last day of
employment, (b) a cash payment equal to one and one-half
(1.5) times his current annual base salary rate, provided that
if the termination occurs within two years of a Change in
Control, as declared by the Board of Directors, and during the
term of the officers employment agreement, then the cash
payment will be equal to two times the officers current
annual base salary rate, and (c) the additional medical
benefits described in his employment agreement for one year
following the date of termination. In addition, unvested equity
grants that would otherwise vest under normal conditions within
one year of termination would accelerate, except that if the
termination was pursuant to a Change in Control, all unvested
equity grants would be accelerated, and Mr. Mahoney would
have three months from termination to exercise any such vested
stock options. Mr. Mahoneys severance payment in the
event of termination for Poor Performance would equal his
current annual base salary rate.
|
INCORPORATION
BY REFERENCE
The MD&C Committee Report on Executive Compensation and the
Audit Committee Report (including the reference to the
independence and financial expertise of the Audit Committee
members), each contained in this Proxy Statement, are not deemed
filed with the Securities and Exchange Commission and shall not
be deemed incorporated by reference into any prior or future
filings made by Indymac under the Securities and Exchange Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that Indymac specifically
incorporates such information by reference.
OTHER
MATTERS
The Board of Directors knows of no matters to be brought before
the Annual Meeting other than those listed in the attached
Notice of Annual Meeting. If any other matters should properly
come before the Annual Meeting, the person named in the enclosed
proxy will vote all proxies given to him in accordance with his
best judgment on such matters.
67
ANNUAL
REPORT AND
FORM 10-K
The 2007 Annual Report to Stockholders containing the
consolidated financial statements of Indymac for the year ended
December 31, 2007 including the Annual Report on
Form 10-K
for the year ended December 31, 2007, accompanies this
Proxy Statement.
Stockholders may obtain without charge an additional copy of
Indymacs Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 as filed with
the Securities and Exchange Commission, without the accompanying
exhibits, by writing to Investor Relations, IndyMac Bancorp,
Inc., 888 East Walnut Street, Pasadena, California
91101-5646.
Stockholders may also obtain the Annual Report on
Form 10-K
by calling
1-800-669-2300
x 5019 or through the corporate website at
http://about.indymacbank.com/annualreports
. A list of
exhibits is included in the
Form 10-K,
and exhibits are available from Indymac upon payment to Indymac
of the cost of furnishing them.
STOCKHOLDER
PROPOSALS
Proposals of stockholders intended to be included in the proxy
statement and presented at the 2009 Annual Meeting pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, must be
received by the Corporate Secretary of Indymac, 888 East Walnut
Street, Pasadena, California 91101, not later than
November 24, 2008 to be considered for inclusion in
Indymacs proxy materials for that meeting.
Stockholders intending to present business at Indymacs
2009 Annual Meeting other than pursuant to
Rule 14a-8
must comply with the requirements set forth in Indymacs
Bylaws. To bring business before an annual meeting,
Indymacs Bylaws require, among other things, that the
stockholder submit written notice thereof complying with the
Bylaws to the Corporate Secretary of Indymac not less than
90 days nor more than 120 days prior to the
anniversary of the preceding years annual meeting.
Therefore, Indymac must receive notice of a stockholder proposal
submitted other than pursuant to
Rule 14a-8
no sooner than January 1, 2009 and no later than
January 31, 2009. If the notice is received before
January 1, 2009 or after January 31, 2009, it will be
considered untimely and the stockholder will not be entitled to
present the proposal at the 2009 Annual Meeting.
Dated: March 24, 2008
68
|
|
|
INDYMAC
BANCORP, INC.
|
|
YOUR VOTE IS IMPORTANT
VOTE BY INTERNET / TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
|
|
|
|
|
|
|
|
|
|
INTERNET
|
|
|
|
TELEPHONE
|
|
|
|
MAIL
|
|
|
|
|
|
|
|
|
|
https://www.proxypush.com/imb
|
|
|
|
1-866-229-2458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Go to the website address listed
above.
|
|
|
|
Use any touch-tone
telephone.
|
|
|
|
Mark, sign and date your proxy
card.
|
Have your proxy card
ready.
Follow the simple instructions that
appear on your computer screen.
|
|
OR
|
|
Have your proxy card
ready.
Follow the simple
recorded instructions.
|
|
OR
|
|
Detach your proxy card.
Return your proxy card in the
postage-paid envelope provided.
|
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned the proxy card.
If you have submitted your proxy by
telephone or Internet there is no need for you to mail back your proxy card.
1-866-229-2458
o
CALL TOLL-FREE TO VOTE
DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET
|
|
|
|
|
|
|
|
|
Please sign, date and
return this proxy card in
the enclosed envelope.
|
|
|
|
x
Votes must be indicated (x)
in Black or Blue Ink.
|
The Board of Directors recommends a vote FOR each of these nominees.
1.
|
|
Election of Directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01
|
|
Michael W. Perry
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
06
|
|
|
Terrance G. Hodel
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02
|
|
Louis E. Caldera
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
07
|
|
|
Robert L. Hunt II
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03
|
|
Lyle E. Gramley
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
08
|
|
|
Lydia H. Kennard
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04
|
|
Hugh M. Grant
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
09
|
|
|
Senator John F.
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seymour (ret.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
05
|
|
Patrick C. Haden
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
10
|
|
|
Bruce G. Willison
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
UNMARKED PROXIES WILL BE VOTED IN FAVOR OF EACH OF THESE MATTERS
unless specified to the
contrary.
The Board of Directors recommends a vote FOR proposal 2.
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
2.
|
|
Ratification of the appointment of
Ernst & Young LLP as Indymacs
independent auditors for the year
ending December 31, 2008.
|
|
o
|
|
o
|
|
o
|
|
|
|
Consent to future electronic delivery of Annual
Report/Proxy Statement (see explanation on page
(ii) of the Proxy Statement).
|
|
o
|
|
|
|
To change your address, please mark this box
and correct at left.
|
|
o
|
|
|
|
To include any comments, please mark this box,
and use reverse side.
|
|
o
|
|
|
|
I PLAN TO ATTEND THE MEETING.
|
|
o
|
SCAN LINE
Please date and sign exactly as your name appears on this card.
Joint owners should each sign. If the signer is a corporation, please
sign full corporate name by a duly authorized officer. Executors,
trustees etc. should give full title as such.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
|
Share Owner sign here
|
|
|
|
|
|
Co-Owner sign here
|
|
|
|
INDYMAC BANCORP, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS MAY 1, 2008
The undersigned hereby appoints Michael W. Perry, with full power of substitution, as the attorney
and proxy of the undersigned, to appear and to vote all of the shares of stock of IndyMac Bancorp,
Inc. (IndyMac) which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of IndyMac to be held at IndyMacs offices located at 3465 East
Foothill Boulevard, Pasadena, California on May 1, 2008 at 9:00 a.m. PDT and any adjournments or
postponements thereof.
Receipt of copies of the Annual Report to Stockholders, the Notice of the Annual Meeting of
Stockholders and the Proxy Statement for the Annual Meeting is hereby acknowledged.
(Continued and to be signed on the reverse side.)
INDYMAC BANCORP, INC.
PROXY PROCESSING
P.O. BOX 3548
S HACKENSACK NJ 07606-9248
Indymac Bancorp (NYSE:IMB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Indymac Bancorp (NYSE:IMB)
Historical Stock Chart
From Jul 2023 to Jul 2024