Annual Report - CoBank

Board of Directors Disclosure as of December 31, 2011CoBank, ACBCompensation of DirectorsFor 2011, directors were compensated in cash at an annual rate of $52,800, paid in quarterly installments, which was themaximum amount permitted by the FCA for CoBank directors. Directors may elect to defer payment of all or part of their directorcompensation in accordance with agreements and applicable law. Compensation is for attendance at Board meetings, certain othermeetings preapproved by the Board, and special duties as assigned. Directors’ compensation is reduced by $2,500 for an unexcusedabsence at any regular Board meeting. FCA regulations also allow additional compensation to be paid to a director in exceptionalcircumstances where extraordinary time and effort are involved. In 2011, the Board approved additional compensation in excess of$52,800 to the Board and Audit Committee chairmen, and to other directors in recognition of greater than normal involvement inconnection with special assignments, including matters related to the merger with AgBank. Additional information for each directorwho served during 2011 is provided below. Current CoBank policy regarding reimbursements for travel, subsistence and other relatedexpenses states that for meetings designated by the Board and approved special assignments, Board members shall be reimbursed forreasonable travel and related expenses that are necessary and that support CoBank’s business interests. As may be appropriate,CoBank may share in the reimbursement of expenses with other organizations. A copy of CoBank’s policy is available to shareholdersupon request. The aggregate amount of reimbursement for travel, subsistence and other related expenses for all directors as a groupwas $402,028, $366,263 and $323,928 for the years ended December 31, 2011, 2010 and 2009, respectively.Name of DirectorNumber of DaysServed at BoardMeetingsNumber of DaysServed in OtherOfficial CoBankActivitiesTotalCompensationPaid During 2011Gene J. Batali 18 42 $60,400Everett Dobrinski* 18 80 68,640William M. Farrow III 18 30 64,500Mary E. Fritz* 18 44 65,000William H. Harris 18 37 59,700Daniel T. Kelley 18 36 62,000James A. Kinsey* 14 19 54,900David J. Kragnes 18 39 60,400J. Scott Markham 17 32 59,200Gary A. Miller 17 21 57,700Catherine Moyer 18 30 59,200Robert D. Nattier 18 55 67,800David L. Reinders 18 42 60,700Barry M. Sabloff 18 32 68,640Richard W. Sitman* 17 47 64,600Kevin A. Still 18 25 62,400Total 281 611 $995,780* In 2011, these directors represented CoBank’s interests by serving on the Boards of various trade groups and other organizations important to the Bank.Days of service related to these activities and compensation received (if any) are not included in this report.CoBank 2011 Annual Report125