August 14, 2009
Authored by: Robert Klingler
On August 14, 2009, Bryan Cave LLP submitted a comment letter on the Treasury Department’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
In addition to several technical revisions, we have recommended that Treasury:
- permit TARP recipients to implement new commission compensation programs;
- treat single-trigger change in control payments as retention awards as opposed to golden parachute payments;
- add a $100,000 floor for consideration of an employee as a “most highly compensated employee;”
- permit smaller reporting companies to use the SEC’s smaller reporting company rules for determining their senior executive officers;
- modify its restrictions on tax gross-up payments;
- clarify that the say on pay provisions do not apply to private companies; and
- either clarify or eliminate the 162(m)(5) requirement.