The amendment puts an end to compensation policies unfair to American taxpayers by banning:
* Compensation incentives for senior executive officers "to take unnecessary and excessive risks that threaten the value" of the company.
* "Golden parachutes" for senior executive officers or the next 5 most highly-compensated employees.
Â· Compensation plans that would encourage manipulation of the company's reported earnings to enhance an employee's compensation.
The amendment also cracks down on:
Â· Bonuses, retention awards and incentive compensation. For institutions that received assistance totaling less than $25M, the bonus restriction applies to the highest compensated employee (top 1); $25M-$250M, applies to the top 5 employees; $250M-$500M, applies to the senior executive officers and the next top 10 employees; and more than $500M applies to the senior executive officers and the next top 20 employees (or such higher number as the Secretary determines is in the public interest).
* Compensation paid out wrongfully in the past. The Secretary of the Treasury must review past compensation paid to the top 25 employees of TARP recipients and to seek to negotiate for reimbursements if those payments were contrary to the public interest or inconsistent with the purposes of the Act or the TARP.
The amendment includes tough new rules for TARP recipients, who must:
* Clawback any bonus, retention award or incentive compensation paid to senior executive officers or the next 20 most highly-compensated employees based on statements of earnings, revenues or other criteria later found to be materially inaccurate.
Â· Certify that they are complying with these executive compensation rules.
Â· Establish a Compensation Committee of the Board established that has all independent directors; the Compensation Committee must meet at least semiannually to evaluate employee compensation plans in light of risk posed to the company.
Â· Institute a company-wide policy regarding excessive or luxury expenditures, including entertainment or events, office and facility renovations, private jets, etc.
Â· Institute "Say on Pay" or an annual shareholder vote on approval of executive compensation.
Late Update: Thanks to the commenter who points out my grossly East Coast-skewed concept of time. It's true that Pacific coasters were surely awake when the stimulus bill was released ... unfortunately, the 13-hour gap between the bill's release and the final vote still leaves a lot to be desired.