WASHINGTON — The Obama administration, which partly blamed out-of-whack executive pay for the nation’s financial crisis, says it won’t try to directly limit such pay, choosing instead today to try to tame compensation through shareholder pressure.
Treasury Secretary Timothy Geithner said the administration will ask Congress to give shareholders a nonbinding voice on executive pay and to require corporate compensation committees to be independent from company management. That second provision would give the Securities and Exchange Commission authority to strengthen the independence of panels that set executive pay.
Separately, the administration is preparing to issue new, more specific regulations governing pay at financial institutions that have received infusions from the $700 billion Troubled Asset Relief Program. Those regulations, following legislation already passed by Congress, would limit top executives at these companies to bonuses no greater than one-third of their annual salaries.
An official said the administration will appoint a “special master” to oversee compensation at firms receiving large amounts of government assistance. The pay overseer would have the power to reject excessively generous pay plans.
The issue of executive pay has raised a strong populist cry, especially after the economy began stumbling in 2007 and stocks were falling. Lawmakers have remained attuned to it, particularly after American International Group in March announced bonuses totaling more than $165 million.
As for the goal of the legislative efforts announced today, Geithner said that “we’d like to see better transparency and accountability, frankly” of executive pay practices.
He said the efforts would reinforce administration compensation guidelines, released today, that encourage corporate boards to adopt pay packages that reward long-term performance rather than short-term gains and to better manage the relationship between risk and incentive. Those guidelines, or principles, are not enforceable but are meant as a message to corporate boards and to shareholders.
“We are not proposing an ongoing government role in setting policy in compensation,” Geithner said. “We do not believe it’s appropriate for the government to set caps in compensation. We’re not going to prescribe detailed prescriptive rules for compensation. All those things would be ineffective, could be counterproductive in some ways.”
Regarding the regulations that are still to come, an administration official said the special master will review compensation for the top 100 salaried employees at firms that receive exceptional assistance under TARP. Among the companies that could be affected would be Bank of America, General Motors Corp. and the American International Group.
The special master is expected to be Kenneth Feinberg, a lawyer who oversaw payments to families of victims of the Sept. 11, 2001, terrorist attacks. Feinberg attended today’s compensation meeting with Geithner. Also there were Securities and Exchange Commission chair Mary Schapiro and Federal Reserve Governor Dan Tarullo.
The administration is to release the TARP-related regulations this week that stem from legislation Sen. Chris Dodd, D-Conn., inserted as an amendment to the economic stimulus package earlier this year. Besides the provision limiting bonuses, it would require the treasury secretary to seek reimbursement of any compensation paid to a TARP recipient’s top 25 employees if Treasury deemed the payments contrary to the public interest.
On Thursday, officials from the Treasury Department, Federal Reserve and Securities and Exchange Commission are expected to testify about executive compensation before the House Financial Services Committee.
Committee Chairman Barney Frank, D-Mass., said the goal is to ensure salaries and bonuses don’t encourage industry executives to take big risks.
“We have a heads I win, tails I break even compensation system in the financial services industry in America,” said Frank. “Executives have a perverse incentive to expose their companies to more and more risk, but only the shareholders realize the downside of bad bets.”
So-called shareholder “say on pay” legislation cleared the House in April 2007 by a 2-to-1 margin but went nowhere in the Senate. It was opposed by the Bush White House and most Republicans.
Investor advocates, union pension funds and shareholder groups have pushed for the legislation.
As a senator in 2007, President Barack Obama introduced a bill to require companies to allow nonbinding shareholder votes on executive compensation packages, though his proposal wouldn’t have limited CEO pay.
During the presidential campaign, Hillary Rodham Clinton also proposed a measure to give shareholders a nonbinding vote on executives’ pay packages. In addition, her bill would have required top executives who collect large performance-based pay packages to return the money if financial irregularities are discovered and companies are forced to restate their earnings. It also would have capped the amount that top executives could earn tax-free through deferred compensation.
Obama and his economic team have been trying to temper the populist urge to cap salaries while at the same time make the case that compensation practices contributed to the current crisis by encouraging high risk taking.
Sen. Frank Lautenberg, D-N.J., encouraged Geithner to act. “We’ve got to change corporate culture that says the leadership at the top can often take its compensation without regard for what happens with the employees or the future investing or the well-being of the company and taxpayers,” he said.
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