HR 1664 PCS 
‘‘(1) ESTABLISHMENT.—There is hereby estab-
lished a commission to be known as the ‘Commission 
on Executive Compensation’ (hereinafter in this sub-
section referred to as the ‘Commission’). 
‘‘(2) DUTIES.— 
‘‘(A) STUDY REQUIRED.—The Commission 
shall conduct a study of the executive com-
pensation system for recipients of a direct cap-
ital investment under the TARP. In conducting 
such study, the Commission shall examine— 
‘‘(i) how closely executive pay is cur-
rently linked to company performance; 
‘‘(ii) how closely executive pay has 
been linked to company performance in the 
past; 
‘‘(iii) how executive pay can be more 
closely linked to company performance in 
the future; 
‘‘(iv) the factors influencing executive 
pay; and 
‘‘(v) how current executive pay incen-
tives affect executive behavior. 
‘‘(B) CONSIDERATION
OF
PROPOSALS.— 
The Commission shall consider, in addition to 
any recommendations made by members of the 
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HR 1664 PCS 
Commission or outside advisers, the effects of 
implementing increased shareholder voice in ex-
ecutive compensation. 
‘‘(3) REPORT.— 
‘‘(A) IN
GENERAL.—Not later than 90 
days after the date on which all members of the 
Commission have been appointed, the Commis-
sion shall deliver a report to the President and 
to the Congress containing— 
‘‘(i) recommendations for legislative 
action; 
‘‘(ii) recommendations for executive 
action, including actions taken by the De-
partment of the Treasury or any other 
agency for which the Commission has rec-
ommendations; and 
‘‘(iii) recommendations for voluntary 
actions to be taken by recipients of a direct 
capital investment under the TARP. 
‘‘(B) MINORITY
VIEWS.—The report re-
quired under subparagraph (A) shall be accom-
panied by any separate recommendations that 
members of the Commission wish to make, but 
that were not agreed upon by the Commission 
for purposes of the report required under sub-
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HR 1664 PCS 
paragraph (A). Such separate recommendations 
must take the form of a proposal for aligning 
executive pay with the long-term health of the 
company. 
‘‘(4) COMPOSITION.— 
‘‘(A) The Commission shall be composed of 
9 members, appointed as follows: 
‘‘(i) 1 member appointed by the Coun-
cil of Economic Advisers. 
‘‘(ii) 1 member appointed by the 
Speaker of the House of Representatives. 
‘‘(iii) 1 member appointed by the Sen-
ate Majority Leader. 
‘‘(iv) 1 member appointed by the 
House Minority Leader. 
‘‘(v) 1 member appointed by the Sen-
ate Minority Leader. 
‘‘(vi) 1 member appointed by the 
Chairman of the Financial Services Com-
mittee of the House of Representatives. 
‘‘(vii) 1 member appointed by the 
Ranking Member of the Financial Services 
Committee of the House of Representa-
tives. 
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HR 1664 PCS 
‘‘(viii) 1 member appointed by the 
Chairman of the Banking, Housing, and 
Urban Affairs Committee of the Senate. 
‘‘(ix) 1 member appointed by the 
Ranking Member of the Banking, Housing, 
and Urban Affairs Committee of the Sen-
ate. 
‘‘(B) Each appointing entity shall name its 
member within 21 days of the date of the en-
actment of this subsection. 
‘‘(C) Any vacancy in the Commission shall 
be filled in the same manner as the original ap-
pointment. 
‘‘(5) ACTIVITIES.— 
‘‘(A) The Chairman of the Financial Serv-
ices Committee of the House of Representatives 
shall select one member to serve as the Chair-
man of the Commission, and such Chairman 
will call to order the first meeting of the Com-
mission within 10 business days after the date 
on which all members of the Commission have 
been appointed. 
‘‘(B) The Commission shall meet at least 
once every 30 days and may meet more fre-
quently at the discretion of the Chairman. 
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HR 1664 PCS 
‘‘(C) The Commission shall solicit and con-
sider policy proposals from Members of Con-
gress, the financial sector, academia and other 
fields as the Commission deems necessary. 
‘‘(D) The Commission shall hold at least 
two public hearings, and may hold more at the 
discretion of the Chairman. 
‘‘(6) ACTIONS BY THE COMMISSION.—A deci-
sion of a majority of commissioners present at a 
meeting of the Commission shall constitute the deci-
sion of the Commission where the Commission is 
given discretion to act, including but not limited to, 
recommendations to be made in the report described 
in paragraph 3. 
‘‘(7) STAFF.—The Chair may hire at his or her 
discretion up to seven professional staff members. 
‘‘(8) TERMINATION.—The Commission shall 
terminate 30 days after the date on which the Com-
mission submits its report to the President and the 
Congress under paragraph 3. 
‘‘(9) AUTHORIZATION
OF
APPROPRIATIONS.— 
There are authorized to be appropriated such sums 
as may be necessary to carry out this subsection.’’. 
Passed the House of Representatives April 1, 2009. 
Attest: 
LORRAINE C. MILLER, 
Clerk. 
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Calendar No. 50 
111TH CONGRESS 
1ST SESSION 
H. R. 1664 
AN ACT 
To amend the executive compensation provisions of 
the Emergency Economic Stabilization Act of 
2008 to prohibit unreasonable and excessive com-
pensation and compensation not based on per-
formance standards. 
APRIL 23, 2009 
Read the second time and placed on the calendar 
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