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Congressional Oversight Panel: Congressional Oversight Panel Examines Executive Compensation Restrictions in the Troubled Asset Relief Program

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Home > Press > Congressional Oversight Panel Examines Executive Compensation Restrictions in the Troubled Asset Relief

Congressional Oversight Panel Examines Executive
Compensation Restrictions in the Troubled Asset Relief Program
February 10, 2011
For Immediate Release

WASHINGTON, D.C. - The Congressional Oversight Panel today released its February
oversight report, "Executive Compensation Restrictions in the Troubled Asset Relief
Program" (TARP). The Panel examined Treasury's efforts to implement restrictions on
executive pay at TARP-recipient institutions and, in particular, examined the work of the
Special Master for Executive Compensation, who was charged with setting executive pay at
the recipients of exceptional taxpayer assistance: AIG, Bank of America, Chrysler, Chrysler
Financial, Citigroup, General Motors, and GMAC/Ally Financial.
TARP compensation restrictions generally reflected the notion that, when a company
accepts taxpayer money, its compensation practices must shift to take into account factors
beyond the customary elements of executive pay. In particular, compensation should
reflect the need for taxpayers to recover their investment, should recognize public
frustration about taxpayer funds being paid to executives at bailed-out institutions, and
should advance the public goal of stabilizing the financial system.
Amidst intense media scrutiny and in a time of deep public anger, the Special
Master achieved significant changes at the institutions under his review.
Overall compensation at the companies under the Special Master's jurisdiction fell by an
average of 55%, and cash salaries were generally limited to $500,000. The Special Master
also shifted compensation away from cash and toward stock. This was an important
reform: it tied executives' own financial future to their firms' performance, encouraging
them to think long and hard about the wisdom of their decisions. By requiring executives
to hold their stock paid as salary for up to four years, the Special Master also encouraged
executives to take a longer view of their companies' success.
Unfortunately, the Special Master has fallen short in his far broader goal of
permanently changing Wall Street's pay practices. Because the Special Master
released few details of his deliberations to the public, aspects of his decisions are
essentially a "black box," and it would be impossible for a corporate compensation expert
to duplicate his work. For example, the Special Master aimed to pay executives at rates
similar to those at comparable companies -- but it is not clear which comparable
companies he chose or why. Further, the Special Master did not always disclose to the
public how he ranked different, conflicting goals when setting pay.
The Special Master's focus on stock-based compensation may have created
new incentive problems. Stock-heavy compensation packages can, for instance,
encourage executives to take excessive risks to drive up the value of their pay. The fouryear timeframe for the redemption of stock payments may also be too short to determine
whether an executive has truly created long-term value.

http://cybercemetery.unt.edu/archive/cop/20110401231432/http://cop.senate.gov/press/releases/release-021011-compensation.cfm[12/15/2015 11:49:29 AM]

Congressional Oversight Panel: Congressional Oversight Panel Examines Executive Compensation Restrictions in the Troubled Asset Relief Program

The Special Master was also charged with examining pre-crisis executive
compensation at TARP-recipient firms. His decision not to seek to claw back any
pay is questionable. Congress required the Special Master to seek to claw back any
payments that were contrary to the public interest. Ultimately he found $1.7 billion in
payments to be "disfavored" and "not necessarily appropriate" but not inconsistent with
the public interest. By drawing such a fine distinction, the Special Master may have
performed an end-run around his guidance from Congress. He may also have created the
impression that the government condoned wrongful compensation to executives who
contributed to the crisis.
The Special Master's "one size fits all" approach to executive compensation
may not have adequately recognized the differences between the firms within
his jurisdiction. The pay packages approved by the Special Master were quite uniform,
even though his office was charged with overseeing institutions as diverse as the insurer
AIG and the manufacturer General Motors. For example, his office generally limited cash
salaries to $500,000 -- an amount that has very different ramifications for hiring and
retention at an institution based in New York compared to one based in Michigan, given
the widely varying costs of living.
The full report is available at cop.senate.gov.
The Congressional Oversight Panel was created to oversee the expenditure of the
Troubled Asset Relief Program (TARP) funds authorized by Congress in the Emergency
Economic Stabilization Act of 2008 (EESA) and to provide recommendations on
regulatory reform. The Panel members are former Senator Ted Kaufman; J. Mark
McWatters; Richard H. Neiman, Superintendent of Banks for the State of New York;
Damon Silvers, Policy Director and Special Counsel for the AFL-CIO; and Kenneth
Troske, William B. Sturgill Professor of Economics at the University of Kentucky.

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