Bank Executive Compensation And Capital Requirements Reform Sanjai BhagatBrian Bolton University of Colorado University of New Hampshire Federal Reserve Board Washington, DC

Motivation: Incentives Matter Bebchuk, Cohen & Spamann (2010) Clinical analysis of the executive compensation structures at Bear Stearns and Lehman Brothers “…given the structure of executives’ payoffs, the possibility that risk-taking decisions were influenced by incentives should not be dismissed by rather taken seriously”

Motivation: Incentives Do Not Matter Fahlenbrach & Stulz (2009) Large sample analysis of losses experienced by financial institution CEOs during the crisis, based on their ownership of company stock The poor performance of banks is attributable to an extremely negative realization of the high risk nature of their investment and trading strategy “…Bank CEO incentives cannot be blamed for the credit crisis or for the performance of banks during that crisis”

Investment Scenario #1 Consider the following investment strategy: 6 possible cash flow outcomes –5 outcomes of $500 million –Sixth outcome is a random loss that increases over time Sixth outcome = - $(0.5 +  )(t) billion; for t between years t 1 and t 2, and Sixth outcome = -$(0.5 +  )(t 2 ) billion; for t greater than t 2 years, –Each with equal probability Investment strategy has a negative NPV Probability and magnitude of the cash flows are known only to the bank executives Should the bank invest in this project?  NO

Investment Scenario #2 Given the information disclosed to the investing public, the stock market is led to believe that the trading strategy can lead to the following: 6 possible cash flow outcomes –5 outcomes of $500 million –Sixth outcome is a random loss Sixth outcome = -$(0.5 +  ) billion –Each with equal probability Given the information disclosed to the investing public, above investment strategy has a positive NPV Bank invests in project. Share price goes up. Managers liquidate shares … take money off the table.

Managerial Incentives Hypothesis Incentives generated by executive compensation programs led to excessive risk-taking by banks leading to the current financial crisis; the excessive risk-taking would benefit bank executives at the expense of the long-term shareholders. Consistent with Bebchuk, Cohen & Spamann (2010) Testable Implications: –Managers are acting in own self interest, sometimes dissipating long-term shareholder value –Net Manager Payoff during and prior to financial crisis period should be positive

Unforeseen Risk Hypothesis Bank executives were faithfully working in the interests of their long-term shareholders; the poor performance of their banks during the financial crisis was the result of the bank’s investment and trading strategy. Consistent with Fahlenbrach & Stulz (2009) Testable Implications: –Managers are consistently acting to enhance long-term shareholder value –Net Manager Payoff during and prior to financial crisis period should be negative

Data & Setting Analysis of stock, option and compensation structures at 14 of the largest U.S. financial institutions from The Sample: 9 original firms required to take TARP funding in October 2008 Bank of AmericaMerrill Lynch Bank of New York MellonMorgan Stanley CitigroupState Street Goldman SachsWells Fargo JP Morgan Chase Bear Stearns and Lehman Brothers – likely would have been included had they been independent going concerns in October 2008 Mellon Financial and Countrywide – acquired by Bank of New York and Bank of America just prior to the crisis AIG, American International Group

Data: Sources Insider trading data from Form 4 filings –Obtained from Thomson Insiders’ database and actual filings on SEC website Insider and director ownership from proxy statements –Obtained from RiskMetrics and from actual filings on SEC website Insider compensation data from 10-K and proxy statements –Obtained from Compustat Execucomp and from actual filings on SEC website Financial and stock price data from Compustat & CRSP

Data: Key Variables Value of Stock Sales – Value of Stock Buys – Value of Option Exercises (1) = Value of Net Trades Value of Net Trades + Value of Salary & Bonus Compensation – Unrealized Capital Loss from Drop in Share Price in (2) = Value of Net CEO Payoff

Data: Trade Information Trades by all CEOs, (Table 3A) Total # of Sales2,048 Total # of Buys 73 Total # of Option Exercises Value of Sales$3,467,411,569 – Value of Buys$ 36,400,641 – Value of Option Exercises$1,659,607,191 Value of Net Trades$1,771,403,737  $1.77 billion of cash taken off the table by bank executives (High of $428m at Lehman Brothers; Low of -$7m at AIG)

Data: Trade Information Total CEO Payoff by all CEOs, (Table 4A) + Value of Net Trades$1,771,403,737 + Total Cash Compensation$ 891,237,300 + Realized Cash Payoffs to CEO$2,662,641,037 – Unrealized Paper Loss, 2008 – $2,013,683,157 Net CEO Payoff, :$648,957,880 (High of $377m at Countrywide Low of -$311m at Lehman, but Dick Fuld at Lehman realized cash of almost $500m)

Stock Returns:

CEO Trading and CEO Holdings Total Net Trades: Ratio of Trades to Beginning Holdings: TBTF Firms (n=14) Median$66,842, % *** L-TARP Firms (n=49) Median$1,090, % * No-TARP Firms (n=37) Median$1,226,9774.0%

CEO Trading and CEO Holdings

Summary of Results Bank executives at these 14 institutions took billions of dollars ‘off-the-table’ from , yet their shareholders lost considerable amounts of money –Consistent with Bebchuk, Cohen and Spamann (2010) –Consistent with the Managerial Incentives Hypothesis Yes, the CEOs did lose considerable sums in the crash of 2008 But, the 2008 paper losses much less than the cash already realized during and prior to 2008 –Inconsistent with Fahlenbrach and Stulz (2009) –Inconsistent with the Unforeseen Risk Hyposthesis Bank executive compensation was not aligned with the returns shareholders received during , or with the risks the firms took

Restricted Equity Proposal Proposal to reform executive compensation Annual cash compensation:$2 million limit Executive incentive compensation plans should consist only of: –Restricted stock –Restricted stock options –This compensation would be “restricted” in the sense that the shares cannot be sold and the options cannot be exercised for a period of 2 to 4 years after the executive’s resignation or last day in office

Restricted Equity Proposal Proposal will provide superior incentives compared to unrestricted stock and options plans for executives to: 1.Manage corporations in investors’ longer-term interest; 2.Diminish their incentives to attempt to achieve short- term stock price appreciation by: Making aggressive public statements about performance or investments Manage earnings Accept undue levels of risk

Caveats - 1 Under-diversification: If executives are required to hold restricted shares and options they would most likely be under-diversified Problem:This lowers the risk-adjusted expected return for the executive Solution:Grant additional restricted stock and restricted stock options to the executive –Would require some prohibition against engaging in creative derivative transactions (such as equity swaps) or borrowing arrangements that would hedge the payoff from the restricted shares/options

Caveats - 2 Lack of Liquidity of executives’ compensation Problem:Given that the average tenure of these CEOs is about 5 years, a CEO may have to wait 7-9 years before being allowed to sell shares/options and realize their incentive compensation Solution:Allow sale or exercise of some portion of the executive’s portfolio, possibly 5-15% of their shares/options –But, for some CEOs, this could be $100+ million in sales –Limit the annual ownership position liquidations to a dollar amount of $5-$10 million

Liquidity: TBTF and No-TARP CEOs

2 Key Points We are not advocating more compensation-related regulation –Boards of directors, not regulators, should determine: 1.The mix and amount of restricted stock and restricted stock options a manager is awarded 2.The percentage and dollar amount of holdings a manager can liquidate each year, prior to retirement 3.The number of years post-retirement/resignation required for the stock and options to vest. This need not reduce executive compensation –The net present value of all salary and stock compensation can be higher than historical levels, so long as the managers invest in projects that lead to long-term value creation –This proposal limits annual cash amounts, not total amounts

Caveats - 3 Recommendations based on equity-based incentives for executives High current levels of debt (~95%) will magnify losses As a bank’s equity value approaches $0 – as they did for some banks in 2008 – equity based incentive programs lose their effectiveness in motivating managers to maximize shareholder value

Caveats - 3 Problem:With high levels of debt, equity incentive programs lose their effectiveness Solution: Banks should use significantly more equity capital –Large banks have 95-97% of capital from debt (3%-5% equity) –For the corporate sector as a whole, the debt ratio is about 47% (53% equity) –Banks need to adjust their equity levels to become more like the corporate sector as a whole for equity incentive programs to be effective in bad economic times

Large Bank Capital Requirement Recommendations

Fallacy of the argument “Increased equity requirements will increase banks’ funding costs” Corporation’s Funding Cost = Debt Ratio * Cost of Debt + Equity Ratio * Cost of Equity

Fallacy of the argument “Increased equity requirements will lower the Return on Equity (ROE)” ROA = Debt Ratio * After-tax Return on Debt + Equity Ratio * ROE

The Regulated Hybrid (Contingent Capital) Proposal

Conclusions Compensation received by CEOs during at 14 large financial institutions shows that their incentives were not properly aligned with long-term shareholders. –They had incentives to undertake high-risk but value- destroying investments at the expense of long-term value creation. Incentive compensation plans should use only restricted stock and restricted options that cannot be converted to cash for 2-4 years after the CEO leaves the firm. Banks should use significantly more equity capital (equity: about 25%).