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Pay Czar Collects Firms' Proposals
Rulings May Have Broader Impact

By Tomoeh Murakami Tse
Washington Post Staff Writer
Saturday, August 15, 2009

NEW YORK, Aug. 14 -- For years, the question of what constitutes fair and appropriate compensation for top business executives has been debated by legislators, corporate directors and activist shareholders.

Now, for the first time, a government voice will have a real say in what that pay should be.

By the end of Friday, the compensation plans at seven companies receiving substantial government funds were due at the desk of Kenneth Feinberg, the Obama administration's point man on bonuses. He must decide how pay should be distributed to the firms' highest-paid employees.

The companies were required to submit detailed compensation plans for their top 25 earners as a condition of receiving federal money, and Feinberg's determination is binding. Although his ruling directly affects only the seven companies in question -- American International Group, Bank of America, Citigroup, Chrysler, Chrysler Financial, General Motors and GMAC -- the compensation packages are likely to be closely scrutinized across the financial world.

Experts are divided over the long-term ramifications of Feinberg's decision -- and whether it will shape industry pay practices.

"The compensation czar is going to be setting guidelines that in effect, by his approval process, will be used by compensation committees around the country," said Frederick Lipman, a lawyer and co-author of "Executive Compensation Best Practices," published last year. "Compensation consultants will pick up on it and say, 'This is what the compensation czar that Obama picked said was okay, and here is something analogous.' "

J. Mark Poerio, co-chair of the executive compensation group at Paul Hastings, said he would analyze Feinberg's plans.

"The existing rules are so strict and almost prohibitive in terms of retaining executive talent that what Mr. Feinberg eventually approves will essentially serve as an outer boundary for what the law allows," said Poerio, who is working with some of the hundreds of other financial firms that have received public funds.

Those firms are also subject to pay restrictions established by Congress and the Obama administration earlier this year and may in some instances fall under Feinberg's purview, although they do not have to submit pay plans for his approval. For example, these companies must now restrict bonuses for certain employees to one-third of their overall pay.

Other observers were not so sure how far companies would go in following the government's lead.

"There will be recognition that this is a guide," said Pat Wieser, managing partner of the CharlesChase Group, an executive search firm. "But when it comes to hiring talent that can put revenues on the table, they will not let this stop them."

For weeks, the firms submitting plans have met regularly with Feinberg as they prepared their proposals. By Friday afternoon, Bank of America, GM, Chrysler and Chrysler Financial said they had met the deadline. Spokespeople for GMAC and Citigroup said the companies would be submitting their plan by the end of Friday. AIG declined to comment.

Under the Treasury's rules, Feinberg has 60 days to make a determination after receiving the pay plans.

"There's absolutely nothing in my professional career, both in the governance field and as a corporate executive and director, that I could have ever imagined that we'd be in a place like this," said Paul Lapides, director of the Corporate Governance Center at Kennesaw State University. Lapides serves on the boards of two companies: a tech firm and a real estate investment trust. "You're in a totally different land," he said.

Staff writer Brady Dennis in Washington contributed to this report.

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