Bankers may never be considered Boy Scouts on compensation, but in terms of the executive pay provisions in the financial reform bill, they certainly are prepared.
Say on pay? Check. Any recipient of the Troubled Asset Relief Program already is familiar with the practice, which allows shareholders to cast nonbinding, up-or-down votes on executive pay packages. Under the Dodd-Frank bill before Congress, all public companies must adopt say on pay.
Independent compensation committees? Check. Like most big public companies, banks generally already comply with corporate governance standards advocating that only independent directors serve on board compensation committees.
Clawback measures? Descriptions of pay-for-performance plans? Regulatory monitoring for unsafe or unsound compensation practices? Check, check, check.
Between the strings attached to Tarp, the voluntary reforms adopted by banks in response to the crisis and the Federal Reserve's new guidance on pay, banks are poised to meet the compensation-related requirements of the proposed legislation with little additional effort.
"As a substantive matter, there's really not going to be a lot new in terms of what banks need to do," said Lawrence Cagney, the chairman of the executive compensation and employee benefits group at the law firm Debevoise & Plimpton LLP.
What's more, in the areas where extra legwork will be necessary — for example, calculating the median compensation for all employees below the level of chief executive and comparing that figure to the CEO's pay — banks, if not exactly best in class, should come out looking relatively good next to companies in other kinds of industries.
Think of big-box retailers that employ throngs of hourly workers, or manufacturers with plants strategically placed in cheap-labor markets.
Few of those would have the vast numbers of highly paid people below the rank of CEO, as big banks do, to help bump up the median against which the CEO will be compared.
"It's entirely possible, and in some of these high-profile banks very likely, that the most highly compensated individuals are not the CEOs," said Nora McCord, a managing director at Steven Hall & Partners, an executive compensation consulting firm in New York.
"It might be a number of people that are over, and in some instances over by a significant amount. Meanwhile, for all the flak banks have taken on the pay front, they've made an effort to tamp down pay at senior, disclosable levels, and I think that will probably help them as well" to avoid offending popular sensibilities about compensation.
But lest bank CEOs get too comfortable, Sarah Anderson, an executive pay analyst with the Institute for Policy Studies, a progressive Washington think tank, points out that there are about half a million bank tellers averaging less than $25,000 a year, while CEOs of big banks still earn millions.
"When you have such extreme gaps between people on the bottom and people on top, it can hurt morale at companies, which can turn into problems with productivity," Anderson said.
"And we have broader concerns about the impact such inequality has on the health of society."
It's impossible to predict exactly how banks will stack up versus other industries on this measure until the Securities and Exchange Commission comes up with more specific guidelines for interpreting the rule. Will compensation figures include bonuses? Health benefits? Will non-U.S. workers figure into the median data?
As with many aspects of the proposed legislation, it will be left up to regulators to figure out the details.
But some pay provisions in the bill are quite specific.
For instance, on say on pay, six months after the bill's presumed enactment, public companies must arrange to hold say-on-pay votes at their next annual meeting.
At the same meeting, shareholders also must be asked whether they prefer future say-on-pay votes to be held yearly, once every two years or once every three years.
Moreover, the time frame question must be revisited at least once every six years, in case shareholders change their minds on how frequently they want the option to cast votes on pay packages.
A recent Towers Watson survey found that only 12% of public companies feel "very well prepared" for the say-on-pay mandate, giving Tarp alumni a head start on their nonbank peers.
Just as they were under Tarp, the say-on-pay votes would be only advisory in nature, with boards having the option of ignoring shareholder sentiments entirely.
However, there is another provision in the bill that would give the say-on-pay measure a few extra teeth.
Under the legislation, Congress would grant explicit authority to the SEC to adopt rules providing shareholders with access to company proxies to nominate directors.
This would make it easier, and cheaper, for investors to wage proxy campaigns and replace directors — perhaps giving boards, including those of banks, an extra incentive to take their shareholders' say-on-pay votes to heart.