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[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1664 Reported in House (RH)]

                                                  Union Calendar No. 28
111th CONGRESS
  1st Session
                                H. R. 1664

                          [Report No. 111-64]

    To amend the executive compensation provisions of the Emergency 
    Economic Stabilization Act of 2008 to prohibit unreasonable and 
   excessive compensation and compensation not based on performance 
                               standards.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                             March 23, 2009

Mr. Grayson (for himself, Mr. Himes, Ms. Lee of California, Mr. Welch, 
 Mr. Ellison, Mr. Ortiz, Mr. Perriello, Ms. Jackson-Lee of Texas, and 
  Mr. Connolly of Virginia) introduced the following bill; which was 
            referred to the Committee on Financial Services

                             March 30, 2009

                     Additional sponsor: Ms. Fudge

                             March 30, 2009

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]
 [For text of introduced bill, see copy of bill as introduced on March 
                               23, 2009]

_______________________________________________________________________

                                 A BILL

 
    To amend the executive compensation provisions of the Emergency 
    Economic Stabilization Act of 2008 to prohibit unreasonable and 
   excessive compensation and compensation not based on performance 
                               standards.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. PROHIBITION ON CERTAIN COMPENSATION.

    (a) Prohibition on Certain Compensation Not Based on Performance 
Standards.--Section 111 of the Emergency Economic Stabilization Act of 
2008 (12 U.S.C. 5221) is amended by redesignating subsections (e) 
through (h) as subsections (f) through (i), and inserting after 
subsection (d) the following:
    ``(e) Prohibition on Certain Compensation Not Based on Performance 
Standards.--
            ``(1) Prohibition.--No financial institution that has 
        received or receives a direct capital investment under the 
        Troubled Assets Relief Program under this title, or with 
        respect to the Federal National Mortgage Association, the 
        Federal Home Loan Mortgage Corporation, or a Federal home loan 
        bank, under the amendments made by section 1117 of the Housing 
        and Economic Recovery Act of 2008, may, while that capital 
        investment remains outstanding, make a compensation payment, 
        other than a longevity bonus or a payment in the form of 
        restricted stock, to any executive or employee under any 
        existing compensation arrangement, or enter into a new 
        compensation payment arrangement, if such compensation payment 
        or compensation payment arrangement--
                    ``(A) provides for compensation that is 
                unreasonable or excessive, as defined in standards 
                established by the Secretary, in consultation with the 
                Chairperson of the Congressional Oversight Panel 
                established under section 125, in accordance with 
                paragraph (2); or
                    ``(B) includes any bonus or other supplemental 
                payment that is not directly based on performance-based 
                measures set forth in standards established by the 
                Secretary in accordance with paragraph (2).
        Provided that, nothing in this paragraph applies to an 
        institution that did business with a recipient of a direct 
        capital investment under the TARP.
            ``(2) Standards.--Not later than 30 days after the date of 
        enactment of this subsection, the Secretary, with the approval 
        of the agencies that are members of the Federal Financial 
        Institutions Examination Council, and in consultation with the 
        Chairperson of the Congressional Oversight Panel established 
        under section 125, shall establish the following:
                    ``(A) Unreasonable and excessive compensation 
                standards.--Standards that define `unreasonable or 
                excessive' for purposes of subparagraph (1)(A).
                    ``(B) Performance-based standards.--Standards for 
                performance-based measures that a financial institution 
                must apply when determining whether it may provide a 
                bonus or retention payment under paragraph (1)(B). Such 
                performance measures shall include--
                            ``(i) the stability of the financial 
                        institution and its ability to repay or begin 
                        repaying the United States for any capital 
                        investment received under this title;
                            ``(ii) the performance of the individual 
                        executive or employee to whom the payment 
                        relates;
                            ``(iii) adherence by executives and 
                        employees to appropriate risk management 
                        requirements; and
                            ``(iv) other standards which provide 
                        greater accountability to shareholders and 
                        taxpayers.
            ``(3) Reporting requirement.--
                    ``(A) In general.--Any financial institution that 
                is subject to the requirements of paragraph (1) shall, 
                not later than 90 days after the date of enactment of 
                this subsection and annually on March 31 each year 
                thereafter, transmit to the Secretary, who shall make a 
                report which states how many persons (officers, 
                directors, and employees) received or will receive 
                total compensation in that fiscal year in each of the 
                following amounts:
                            ``(i) over $500,000;
                            ``(ii) over $1,000,000;
                            ``(iii) over $2,000,000;
                            ``(iv) over $3,000,000; and
                            ``(v) over $5,000,000.
                The report shall distinguish amounts the institution 
                considers to be a bonus and the reason for such 
                distinction. The name or identity of persons receiving 
                compensation in such amounts shall not be required in 
                such reports. The Secretary shall make such reports 
                available on the Internet. Any financial institution 
                subject to this paragraph shall issue a retrospective 
                annual report for 2008 and both a prospective and 
                retrospective annual report for each subsequent 
                calendar year until such institution ceases to be 
                subject to this paragraph.
                    ``(B) Total compensation defined.--For purposes of 
                this paragraph, the term `total compensation' includes 
                all cash payments (including without limitation salary, 
                bonus, retention payments), all transfers of property, 
                stock options, sales of stock, and all contributions by 
                the company (or its affiliates) for that person's 
                benefit.''.
    (b) Revision to Rule of Construction.--Section 111(b)(3)(D)(iii) of 
the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 
5221(b)(3)(D)(iii)) is amended by inserting before the period the 
following: ``, except that an entity subject to subsection (e) may not, 
while a capital investment described in that subsection remains 
outstanding, pay a bonus or other supplemental payment that is 
otherwise prohibited by clause (i) without regard to when the 
arrangement to pay such a bonus was entered into''.
                                                  Union Calendar No. 28

111th CONGRESS

  1st Session

                               H. R. 1664

                          [Report No. 111-64]

_______________________________________________________________________

                                 A BILL

    To amend the executive compensation provisions of the Emergency 
    Economic Stabilization Act of 2008 to prohibit unreasonable and 
   excessive compensation and compensation not based on performance 
                               standards.

_______________________________________________________________________

                             March 30, 2009

  Reported with an amendment, committed to the Committee of the Whole 
       House on the State of the Union, and ordered to be printed
```