‘‘(B) COMMUNITY FINANCIAL INSTITUTION 
DEFINED.—For the purposes of this paragraph, 
the term ‘community financial institution’ 
means a financial institution that receives or re-
ceived a direct capital investment under the 
Troubled Asset Relief Program under this title 
of not more than $250,000,000. 
‘‘(7) COMPENSATION CONSIDERATIONS UNDER 
THE STANDARDS.—In establishing standards under 
this subsection, the Secretary shall consider as com-
pensation any transfer of property, payment of 
money, or provision of services by the financial insti-
tution that causes any increase in wealth on the part 
of an executive or employee.’’. 
(b) REVISION TO RULE OF CONSTRUCTION.—Section 
111(b)(3)(D)(iii) of the Emergency Economic Stabiliza-
tion Act of 2008 (12 U.S.C. 5221(b)(3)(D)(iii)) is amend-
ed 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’’.
SEC. 2. EXECUTIVE COMPENSATION COMMISSION. 
Section 111 of the Emergency Economic Stabilization 
Act of 2008 (12 U.S.C. 5221), as amended by section 1, 
is further amended by adding at the end the following new 
subsection: 
‘‘(j) EXECUTIVE COMPENSATION COMMISSION.— 
‘‘(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 
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-
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. 
‘‘(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