TCF Chief Cooper's New Contract Offers M&A Payday

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William Cooper would be richly rewarded if he could pull off a sale of TCF Financial (TCB).

The Wayzata, Minn., company has granted its chief executive a new pay package that provides him a $15.9 million payday if he leaves after a sale. That would include a $9 million cash payment and the vesting of stock awards worth an estimated $6.9 million.

Cooper's new contract, good through 2015, greatly increases his payout if the company is sold or if he leaves, according to filings made with the Securities and Exchange Commission. The Minneapolis /St Paul Business Journal first reported the new deal.

In January, Cooper told analysts that TCF would only sell if it's in the best interests of shareholders.

"If someone comes along and offers a great deal we would be happy to sell the bank," he said.

Experts have debated how easy it would be to sell TCF.

It is the most likely regional lender to sell this year because of questions about succession plans for Cooper, 69, and margin pressures, Deutsche Bank analysts recently said, according to Bloomberg News.

However, only a handful of potential buyers could afford to pay TCF enough to satisfy its investors, Compass Point analyst Kevin Barker wrote in the fall.

At that time, TCF was trading at about $12 per share, or 1.4 times tangible book value. The handful of potential buyers whose stocks trade at a higher level do not need TCF's markets, are focused on expanding in other regions of the country or are integrating other deals, he wrote then.

TCF's shares were trading at $13.80 per share early Wednesday afternoon.

Cooper's base salary of $1.5 million remains the same under his new contract. But now Cooper would receive a payout equal to three times his salary if he's forced out without cause or if he quits. If he leaves the company after it is sold, his payout doubles, to three times his salary plus three times his annual bonus, which is assumed under the contract to be equal to his salary.

Under his previous deal, Cooper would have been paid only through the end of 2015 if he left or was fired, with or without a sale.

Cooper also holds awards for 500,000 of TCF shares that would vest on a change in control.

A TCF spokesman did not respond to American Banker's request for comment. In 2011, the most recent year for which TCF has released full executive compensation numbers, Cooper earned $8.9 million. He took home a salary of $950,000, a cash bonus of $950,000, a $6.7 million stock award and $314,000 in perks, such as life insurance, club memberships and the use of TCF's private jet. He was named the most overpaid CEO among Minnesota's top 100 public companies by the Minneapolis / St. Paul Business Journal that year.

Cooper won't receive the lump payouts if TCF fires him for misconduct, excessive absences or "habitual drunkenness," according to his contract.

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