Analysis of Treasury Department Rules on Executive Compensation

The Treasury
Department today issued
rules
for
executive pay for firms participating in the government's financial
sector
bailout. These rules clarify some provisions of the bailout
legislation, but
reinforce the law's major shortcoming: the failure to set any specific
limit on
the pay of top executives at bailed-out companies.

The bill applies three different sets of executive compensation
criteria,
depending on whether 1) the government provides equity capital to the
institution, 2) provides direct assistance to a failing institution, or
3) purchases
troubled assets through auction. The strictest criteria apply to the
failing
institutions.

SUMMARY
OF EXECUTIVE PAY RULES

DETAILED ANALYSIS

Major shortcoming: No set limits on
compensation

The key
rule on
executive compensation allows the Treasury Secretary to look the other
way if
bailed out firms continue to hand out massive paychecks to executives.
The rule
merely requires that the Treasury ensure that "incentive compensation
for
senior executives does not encourage unnecessary and excessive risks
that threaten
the value of the financial institution." Neither the legislation nor
the
Treasury Department rules define what might constitute an "unnecessary
and
excessive risk."

"There is nothing in the Treasury Department's new rules that would
prevent a
nationalized bank's board of directors from approving a $20 million CEO
pay
package - unless the Treasury Secretary decides that reward poses an
excessive
risk to the institution," says IPS executive compensation expert Sarah
Anderson.
"Without clear limits on pay, the public is being asked to put their
trust in
Secretary Paulson, a man who made hundreds of millions of dollars as a
Wall
Street CEO, to decide what's 'excessive.'"

The Institute for Policy Studies has calculated that the nine major
banks being
bailed out by Treasury paid their CEOs a combined $289 million in 2007.

*
Pandit was
promoted to CEO in Dec. 2007, 8 months after joining Citigroup.
Source: Associated Press inter-active online
survey. Includes stock options grants.

A Bright Spot: Cap on tax deductibility strengthened

The
Treasury
rules expand the $500,000 cap on tax deductibility to all participating
firms. The
bailout legislation just applied that cap to firms that sell assets to
the
government through auction.

The current U.S.
tax code places a $1 million cap on tax deductibility for executive
compensation, but this provision has been meaningless in practice
because it
allows exceptions for "performance-based" pay. Most companies simply
limit top
executive salaries to around $1 million and then add on to that total
various
assortments of "performance-based" bonuses, stock awards, and other
long-term
compensation. The bailout legislation was designed to close this
loophole by
eliminating that exception for executives of bailed-out firms.

Additional Rules

Ban on "golden parachutes": The top five senior executive
officers will face
restrictions on severance payments if they leave the company that's
getting
bailout dollars. The strictest rule will apply to executives of
"failing
institutions," who cannot receive any type of payment upon leaving the
company.
Congress is right to ensure that executives who drove the country into
this
mess should not be allowed to walk away with massive payoffs.

Clawback: Executives of bailed-out firms who receive bonuses or
other
awards that later turn out to be based on "materially inaccurate"
financial
reports will need to give that money back. This rule applies only to
firms that
receive direct government assistance.

BROADER CRITIQUE OF THE BAILOUT BILL

For additional IPS analysis on the broader aspects of the bailout bill,
see: www.ips-dc.org.
These
materials include A
Sensible Plan for Recovery.