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Share Name | Share Symbol | Market | Type |
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Indymac Bancorp | NYSE:IMB | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(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): | ||
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(4) | Proposed maximum aggregate value of transaction: | ||
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(5) | Total fee paid: |
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Fee paid previously with preliminary materials. | |
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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: | ||
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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. |
| The election of 10 directors | |
| The ratification of the appointment of Indymacs independent auditors for 2008. |
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. |
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(v)
| 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. |
| FOR each nominee to the Board of Directors | |
| FOR ratification of Ernst & Young LLP as auditors. |
| To elect the directors, the votes cast for a director nominee must exceed the votes cast against a director nominee; and |
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| To ratify the selection of our independent registered public accountants requires the affirmative vote of a majority of the votes cast. |
| 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. |
| By mailing a new proxy card with a later date; or | |
| By telephone or the Internet |
3
Number of
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Percent
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|||||||
Name and Address of Beneficial Owner
|
Shares | of Class | ||||||
Capital Group International, Inc. and Capital Guardian
Trust Company(1)
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7,621,200 | 9.50 | ||||||
11100 Santa Monica Boulevard
Los Angeles, CA 90025 |
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Classic Fund Management Aktiengesellschaft(2)
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6,780,005 | 8.40 | ||||||
Raetikonstrasse 33, FL -9490
Vaduz, Principality of Liechtenstein |
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NWQ Investment Management Company, LLC(3)
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6,338,842 | 7.88 | ||||||
2049 Century Park East, 16th Floor
Los Angeles, CA 90067 |
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Legg Mason Opportunity Trust(4)
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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
Name
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Age | Officer(1) | Officer Since | |||||||
Michael W. Perry(2)
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45 | Chairman and Chief Executive Officer | 1993 | |||||||
Richard H. Wohl
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49 | President | 1994 | |||||||
S. Blair Abernathy
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46 | Executive Vice President, Capital Markets | 1994 | |||||||
Ashwin Adarkar
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43 | Executive Vice President, New Business Incubation, Organizational Effectiveness and Mergers & Acquisitions | 2003 | |||||||
Canise Arredondo(2)
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36 | Executive Vice President, Chief Audit Executive | 2004 | |||||||
Anthony Ebers
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42 | Executive Vice President, Chief Operating Officer | 2002 | |||||||
Patrick Hymel
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43 | Executive Vice President, Chief Investment Officer | 1995 | |||||||
Scott Keys(2)
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45 | Executive Vice President, Chief Financial Officer | 2002 | |||||||
Rayman Mathoda
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33 | Executive Vice President, Chief People and Efficiency Officer | 2004 | |||||||
Ruthann Melbourne(2)
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42 | Executive Vice President, Chief Risk Officer | 2003 | |||||||
Michelle Minier
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43 | Executive Vice President, CEO, and Vice Chair, Financial Freedom | 1997 | |||||||
John D. Olinski(2)
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48 | Executive Vice President, Credit Risk Mitigation | 1999 | |||||||
Frank Sillman
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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 |
5
Richard H. Wohl | Executive Officer since 1994 |
S. Blair Abernathy | Executive Officer since 1994 |
Ashwin Adarkar | Executive Officer since 2003 |
6
Canise M. Arredondo | Executive Officer since 2004 |
Anthony L. Ebers | Executive Officer since 2002 |
Patrick Hymel | Executive Officer since 1995 |
A. Scott Keys | Executive Officer since 2002 |
7
Rayman K. Mathoda | Executive Officer since 2004 |
Ruthann K. Melbourne | Executive Officer since 2003 |
Michelle Minier | Executive Officer since 1997 |
8
John D. Olinski | Executive Officer since 1999 |
Frank M. Sillman | Executive Officer since 1997 |
9
Shares of
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||||||||
Common Stock
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Percent
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Name
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Owned Beneficially(1) | of Class | ||||||
Michael W. Perry
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3,156,804 | (2) | 3.9 | % | ||||
Louis E. Caldera
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93,213 | * | ||||||
Lyle E. Gramley
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144,558 | (3) | * | |||||
Hugh M. Grant
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117,446 | * | ||||||
Patrick C. Haden
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141,291 | (4) | * | |||||
Terrance G. Hodel
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54,566 | (5) | * | |||||
Robert L. Hunt II
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123,788 | (6) | * | |||||
Lydia H. Kennard
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79,416 | * | ||||||
Senator John Seymour (ret.)
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99,580 | * | ||||||
Bruce G. Willison
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53,354 | * | ||||||
Richard H. Wohl
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1,105,905 | 1.4 | % | |||||
S. Blair Abernathy
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450,477 | * | ||||||
A. Scott Keys
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215,476 | (7) | * | |||||
Frank M. Sillman
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233,344 | (8) | * | |||||
All directors and executive officers as a group (22 persons)
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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. |
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(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. |
As of February 29, 2008 | As of December 31, 2006 | |||||||||||||||||||||||
Fair Value of
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Fair Value of
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Decrease in
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Shares of
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Common Stock
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Shares of
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Common Stock
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Increase in
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Value of
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|||||||||||||||||||
Common Stock
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Owned
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Common Stock
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Owned
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Shares Owned
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Shares Owned
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Owned
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Beneficially
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Owned
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Beneficially
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from 12/31/06
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from 12/31/06
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Name
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Beneficially(1) | (FMV $6.20)(2) | Beneficially | (FMV $45.83) | to 2/29/08(1)(3) | to 02/29/08 | ||||||||||||||||||
Michael W. Perry
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3,156,804 | $ | 3,587,482 | 2,722,588 | $ | 69,656,981 | 434,216 | $ | (66,069,499 | ) | ||||||||||||||
Louis E. Caldera
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93,213 | 170,913 | 61,364 | 1,312,900 | 31,849 | (1,141,987 | ) | |||||||||||||||||
Lyle E. Gramley
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144,558 | 520,825 | 121,706 | 4,264,376 | 22,852 | (3,743,551 | ) | |||||||||||||||||
Hugh M. Grant
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117,446 | 38,789 | 98,211 | 2,164,226 | 19,235 | (2,125,437 | ) | |||||||||||||||||
Patrick C. Haden
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141,291 | 186,629 | 108,418 | 2,607,046 | 32,873 | (2,420,417 | ) | |||||||||||||||||
Terrance G. Hodel
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54,566 | 146,944 | 25,935 | 842,020 | 28,631 | (695,076 | ) | |||||||||||||||||
Robert L. Hunt II
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123,788 | 250,294 | 69,736 | 1,333,733 | 54,052 | (1,083,439 | ) | |||||||||||||||||
Lydia H. Kennard
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79,416 | 23,374 | 60,364 | 1,075,470 | 19,052 | (1,052,096 | ) | |||||||||||||||||
Senator John Seymour (ret.)
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99,580 | 52,018 | 80,308 | 1,609,997 | 19,272 | (1,557,979 | ) | |||||||||||||||||
Bruce G. Willison
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53,354 | 128,319 | 19,875 | 225,428 | 33,479 | (97,109 | ) | |||||||||||||||||
Richard H. Wohl
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1,105,905 | 682,000 | 1,000,000 | 26,302,479 | 105,905 | (25,620,479 | ) | |||||||||||||||||
S. Blair Abernathy
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450,477 | 953,634 | 251,966 | 5,581,419 | 198,511 | (4,627,785 | ) | |||||||||||||||||
A. Scott Keys
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215,476 | 87,717 | 139,754 | 3,005,959 | 75,722 | (2,918,242 | ) | |||||||||||||||||
Frank M. Sillman
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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. |
12
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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
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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. |
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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. |
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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. |
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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
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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. |
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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. |
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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. |
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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. |
16
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
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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
|
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. |
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
65
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)
($) (5)
($)
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
2007
77,500
39,710
55,092
559
1,000
173,861
2006
89,000
20,362
82,339
886
1,000
193,587
2007
152,500
39,710
55,092
1,000
248,302
2006
174,167
20,362
82,339
1,000
277,868
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
2007
80,000
85,706
55,092
81
1,000
221,879
2006
94,000
100,019
58,458
141
1,000
253,618
2007
127,500
39,710
55,092
1,000
223,302
2006
134,000
20,362
82,339
1,000
237,701
2007
95,000
39,710
55,092
1,000
190,802
2006
88,676
(8)
20,362
82,339
1,000
192,377
2007
146,298
39,710
55,092
1,000
242,100
2006
175,000
20,362
82,339
1,000
278,701
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 (#)
3,145
65,646
3,145
60,554
3,145
111,190
3,145
111,190
4,254
30,865
3,145
83,418
3,145
75,646
3,145
91,190
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.
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
22
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.
23
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
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.
25
26
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.
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.
28
Balance at
Highest Balance
Name
Loan Program
Origination Date
December 31, 2007
During 2007
Interest Rate
Club Loan(1)
11/28/2000
$
$
3,600
0%
Second Loan(2)
2/22/2002
30,000
4.865%
Club Loan
6/27/2002
55,000
55,000
0%
Club Loan(1)
4/24/1998
39,000
0%
Club Loan(1)
12/21/2000
50,000
0%
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.
29
Incentive
Total Cash
Officer/Director
Family Member
Title
Salary
Compensation
Other
Compensation
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
Michelle Minier
(wife)
Executive Vice President, Chief Executive Officer, Financial
Freedom
400,000
552,723
952,723
Frank Sillman
(husband)
Executive Vice President, Chief Executive Officer, Mortgage Bank
500,000
742,712
1,242,712
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.
30
31
Type of Fee
2007
2006
$
2,862,000
$
1,496,000
2,818,000
1,135,000
519,000
830,000
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.
(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.
33
34
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.
35
1.
A
Predominant Portion of NEO Compensation Should Be Performance
Based
2.
A
Substantial Portion of NEO Compensation Should Be Delivered in
the Form of Long-Term Incentive Awards
36
3.
Our
Compensation Program for NEOs Should be Fair and Enable Us to
Compete for First-Rate Executive Talent
37
Salary
Short-term cash incentive
Long-term incentive
Perquisites
Pension plan (currently frozen) and 401(K)
Post-termination compensation
38
39
40
41
42
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 $1.7 million per year.
43
We carefully scrutinized our senior manager ranks and have pared
that group down to better reflect Indymacs new production
volume, business model and priorities, as well as the go-forward
roles and responsibilities of the individuals in the group. As a
result, we have reduced our Executive Committee (Indymacs
highest decision making council below the board level) by
12 percent from 26 to 23 members and have reduced our total
senior management team size by 25% from 116 to 87 members
through a combination of departures and title/status changes.
44
2007 EPS growth relative to
Short Term Incentive
2006 EPS
% of Incentive Basis
125%
100%
75%
50%
25%
0%
45
Net Income
Short Term Incentive
% Improvement
% of Incentive Basis
125%
100%
90%
75%
50%
0%
46
Net Income
Short Term Incentive
% Improvement
% of Incentive Basis
125%
100%
90%
75%
50%
0%
Net Income
Short Term Incentive
% Improvement
% of Incentive Basis
125%
100%
90%
75%
50%
0%
47
Retail Lending
Short Term Incentive
Group Net Income
% of Incentive Basis
0%
50%
75%
100%
150%
200%
48
Short Term Incentive
% Cost Reduction
% of Incentive Basis
125%
100%
90%
75%
50%
0%
49
50
51
Change in
Pension
Value and
Nonqualified
Non-Equity
Deferred
Option
Incentive Plan
Compensation
All Other
Salary
Stock Awards
Awards
Compensation ($)
Earnings
Compensation
Year
($)(1)
($)(2)
($)(2)
(1)(3)
($)(4)
($)(5)
Total($)
2007
$
1,000,000
$
$
293,147
$
$
(1,648
)
$
105,270
$
1,396,769
2006
1,000,000
1,929,416
791,300
30,210
335,853
4,086,779
2007
542,875
54,171
208,864
682,594
(2,499
)
51,688
1,537,693
2006
480,375
45,143
364,676
577,998
9,509
133,185
1,610,886
2007
750,000
494,812
273,188
(5,461
)
24,039
1,536,578
2006
750,000
615,303
546,375
26,599
23,405
1,961,682
2007
627,000
157,789
228,412
675,303
(6,256
)
22,647
1,704,895
2006
627,000
142,856
238,994
1,169,393
20,160
20,092
2,218,495
2007
500,000
174,140
283,990
742,712
(4,218
)
11,592
1,708,216
2006
337,500
127,741
209,779
836,388
15,363
6,392
1,533,163
2007
1,375,000
87,049
282,326
74
31,871
1,776,320
2006
925,000
54,966
216,874
584,375
23,876
1,805,091
(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
Compensation
Compensation
Total
$
$
$
312,500
370,094
682,594
273,188
273,188
296,316
378,987
675,303
352,978
389,734
742,712
(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
Earnings
Decrease
Total
$
7,408
$
(9,056
)
$
(1,648
)
291
(2,790
)
(2,499
)
2,674
(8,135
)
(5,461
)
2,114
(8,370
)
(6,256
)
1,781
(5,999
)
(4,218
)
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
($)
($)
($)
($)
($)
($)
Plan ($)
($)(2)
Total ($)
$
13,200
$
48,832
$
4,125
$
16,616
$
13,747
$
2,000
$
6,750
$
$
105,270
14,292
4,125
3,066
30,206
51,689
13,200
1,254
1,350
1,485
6,750
24,039
2,560
9,737
6,750
3,600
22,647
2,505
4,125
4,962
11,592
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 $75,200
for three business trips taken on or before May 2007. Indymac
does not own a private plane.
(6)
As of December 31, 2007, Mr. Mahoney is no longer a
Section 16 Officer. His total compensation for 2007 would
have qualified him as a named executive officer in this Proxy
had he been a Section 16 Officer as of December 31,
2007. As such, pursuant to SEC guidelines, he is included as a
sixth named executive officer.
54
Change in
Pension
Value and
Short-Term
Long-Term
Nonqualified
Cash Incentive
Incentive
Deferred
Compensation
Compensation
Compensation
All Other
Year
Salary ($)
($)
($)(1)
Earnings ($)
Compensation ($)
Total ($)
2007
(2)
$
1,000,000
$
$
$
(1,648
)
$
105,270
$
1,103,622
2006
1,000,000
791,300
30,210
335,853
2,157,363
2007
542,875
312,500
370,094
(2,499
)
51,688
1,274,658
2006
480,375
240,000
300,094
9,509
133,185
1,163,163
2007
750,000
273,188
(5,461
)
24,039
1,041,766
2006
750,000
546,375
26,599
23,405
1,346,379
2007
627,000
296,316
378,987
(6,256
)
22,647
1,318,694
2006
627,000
592,631
601,224
20,160
20,092
1,861,107
2007
500,000
352,978
389,734
(4,218
)
11,592
1,250,086
2006
337,500
705,956
613,842
15,363
6,392
1,679,053
2007
1,375,000
74
31,871
1,406,945
2006
925,000
500,000
418,750
23,876
1,867,626
(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 $29.57.
The 2007 GAAP expense for this award (which currently has a zero
economic value) is reflected in the Option Awards column of the
Summary Compensation Table on page 52. See Grants of Plan
Based Awards table on page 56 for further details of the
award.
55
All Other
Option
Stock
Awards:
Exercise
Closing
Awards:
Number of
or Base
Market
Grant Date
Number of
Securities
Price of
Price of
Fair Value
Estimated Future Payouts Under
Shares of
Underlying
Option
Option
of Stock
Grant
Date of
Non-Equity Incentive Plan Awards
Stock or
Options
Awards
Awards
and Option
Date
Action(1)
Threshold ($)
Target ($)
Maximum ($)
Units (#)
(#)
($/Sh)(4)
($/Sh)
Awards($)(5)
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
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
3/27/2007
(2)
546,375
852,345
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
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
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 $29.57 represents the average of the high
and low sales prices for the Common Stock on the date of grant,
as published in the Western Edition of the Wall Street Journal.
This method of determining the exercise price is pursuant to the
Companys shareholder approved incentive plans and is
consistent with the Companys historical practice for
determining exercise price.
56
(5)
See Note 23 Benefit Plans in Indymacs
2007
Form 10-K
for an explanation of the valuation model assumptions used to
value option and stock awards under FAS 123(R).
57
58
Option Awards
Stock Awards
Number of
Number of
Number of
Securities
Securities
Shares or
Market Value of
Underlying
Underlying
Units of
Shares or Units
Unexercised
Unexercised
Option
Option
Stock That
of Stock That
Options
Options
Exercise
Expiration
Have Not
Have Not
(#) Exercisable
(#) Unexercisable
Price($)
Date
Vested(#)
Vested($)
Notes
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
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
500,000
18.5500
12/2/2012
495,905
24.4150
2/5/2011
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
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
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.
Option Awards
Stock Awards
Number of
Number of
Shares
Value Realized
Shares
Acquired on
on Exercise
Acquired on
Value Realized
Exercise (#)
($)
Vesting(#)
on Vesting($)
$
$
Number of
Weighted Average
Shares Purchased(#)(1)
Purchase Price
35,000
$
29.45
9,447
29.91
3,365
29.68
30,447
23.02
10,745
29.55
(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
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) )
8,523,288
$
26.6221
2,710,891
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.
Payments
Number of Years of
Present Value of
During Last
Credited
Accumulated
Fiscal Year
Plan Name
Service(#)
Benefit($)
($)
DBP Plan
13
$
88,553
$
DBP Plan
4
27,284
DBP Plan
12
113,642
DBP Plan
12
87,136
DBP Plan
9
55,291
DBP Plan
0
61
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 ($)
Plan
($)
($)
(3)
(4) (5)
($)
(6)
DCP
$
$
$
406,768
$
160,525
$
$
6,897,110
DCP(1)
27,290
15,999
277,188
SMDDCP(2)
180,094
(140,909
)
39,185
Total
207,384
(124,910
)
316,373
DCP
146,847
2,492,363
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
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
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
63
Retirement or
Good
Expiration of
No Cause
Cause
Reason
Change in
Component
Agreement
Disability
Death
Termination
Termination
Termination
Control
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.
64
Retirement or
Good
Expiration of
No Cause
Cause
Reason
Change in
Component
Agreement
Disability
Death
Termination
Termination
Termination
Control
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
Component
Resignation
Disability
Death
Termination
Termination
Termination
Control
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
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
Component
Resignation
Disability
Death
Termination
Termination
Termination
Control
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
Component
Resignation
Disability
Death
Termination
Termination
Termination
Change in Control
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
Component
Resignation
Disability
Death
Termination
Termination
Termination
Control
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.
67
68
INDYMAC
BANCORP, INC.
YOUR VOTE IS IMPORTANT
VOTE BY INTERNET / TELEPHONE
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET
TELEPHONE
MAIL
1-866-229-2458
above.
telephone.
card.
ready.
appear on your computer screen.
OR
ready.
recorded instructions.
OR
postage-paid envelope provided.
Please sign, date and
return this proxy card in
the enclosed envelope.
x
Votes must be indicated (x)
in Black or Blue Ink.
1.
Election of Directors.
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
Nominees:
Michael W. Perry
o
o
o
06
Terrance G. Hodel
o
o
o
Louis E. Caldera
o
o
o
07
Robert L. Hunt II
o
o
o
Lyle E. Gramley
o
o
o
08
Lydia H. Kennard
o
o
o
Hugh M. Grant
o
o
o
09
Senator John F.
o
o
o
Seymour (ret.)
Patrick C. Haden
o
o
o
10
Bruce G. Willison
o
o
o
FOR
AGAINST
ABSTAIN
Ratification of the appointment of
Ernst & Young LLP as Indymacs
independent auditors for the year
ending December 31, 2008.
o
o
o
Report/Proxy Statement (see explanation on page
(ii) of the Proxy Statement).
o
and correct at left.
o
and use reverse side.
o
o
Date
Share Owner sign here
Co-Owner sign here
PROXY PROCESSING
P.O. BOX 3548
S HACKENSACK NJ 07606-9248
1 Year Indymac Bancorp Chart |
1 Month Indymac Bancorp Chart |
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