Annual Report - CoBank

Senior Officers Compensation Discussion and AnalysisCoBank, ACBSummary Compensation TableCompensation earned by our chief executive officer and aggregate compensation of other senior officers for the years endedDecember 31, 2011, 2010 and 2009 is disclosed in the accompanying table. Disclosure of the total compensation paid during 2011 toany designated senior officer is available to shareholders upon request. Our current Board policy regarding reimbursements for travel,subsistence and other related expenses states that all employees, including senior officers, shall be reimbursed for actual reasonabletravel and related expenses that are necessary and that support our business interests. A copy of our policy is available to shareholdersupon request.Summary Compensation Table 1 ($ in Thousands)Name of Individual or Number in Group 2 Year SalaryPresident & CEO:AnnualShort-TermIncentiveCompensation 3,4Long-TermIncentiveCompensation 3Change inPension ValueDeferred/Perquisites 5 Other 6 TotalRobert B. Engel 2011 $ 662 $ 1,676 $ 1,301 $ 1,636 $ 113 $ - $ 5,388Robert B. Engel 2010 596 1,148 1,409 1,008 93 - 4,254Robert B. Engel 2009 575 982 1,188 1,432 124 - 4,301Aggregate Number of SeniorOfficers (excluding the CEO):7 2011 $ 2,078 $ 3,208 $ 1,428 $ 2,212 $ 407 $ - $ 9,3338 2010 2,271 1,934 1,587 1,473 276 1,417 8,9589 2009 2,342 2,326 2,388 1,320 444 2,630 11,4501Compensation amounts do not include earnings on nonqualified deferred compensation, as such earnings are not considered above-market or preferential.2The senior officers included in the summary compensation disclosure are those officers defined by FCA regulation §619.9310.3Incentive compensation amounts represent amounts earned in the reported fiscal year, which are paid in March of the subsequent year to persons who continue to be employed byCoBank or unless otherwise provided for in an employment agreement. The short-term incentive compensation amounts are calculated based on relevant performance factors forthe reported fiscal year, while the long-term incentive compensation amounts are calculated based on the relevant performance factors for the three-year performance period endedin the reported fiscal year.4As reported in our 2010 annual report, short-term incentive payments in 2009 were reduced to reflect the costs related to the settlement of a business dispute in early 2010.Individual performance factors were also reduced for certain senior officers, including the President and CEO, in 2009 and 2010.5Represents company contributions to a 401(k) retirement savings plan and nonqualified deferred compensation plan, as well as payment of tax return preparation and financialplanning expenses, relocation, certain travel-related expenses, wellness benefits and associated income tax impact.6 For 2010, represents amounts paid or payable to two senior officers (who left the Bank in 2010) for employment transition and separation pay, salary continuance and certainother benefits. For 2009, includes $2,270 payable to a senior officer (who left the Bank in 2009) for salary continuance, incentive compensation and certain other benefits, all pursuant tothe terms of an employment agreement, and $360 for a one-time sign-on payment to a senior officer for accepting employment with the Bank in that period.CoBank 2011 Annual Report137