New Breeding Ground for Risk Topics

Board members of public companies are accustomed to passing along any risk related issues to the Audit Committee and/or Risk Committee. However, many of these directors are discovering risk related issues are not necessarily the specific purview of those groups. One committee in particular is becoming a breeding ground for risk topics – the Compensation Committee. With incentive programs entering the spotlight through greater disclosure about their impact on risk taking and heightened investor scrutiny, a new set of board directors need to be concerned with risk management. Here is what a leading expert had to say recently about the change.

Finally, an important means for compensation committees to address the risks that they now face is to ensure that they and the compensation-setting process are fully integrated into the overall risk-oversight activities of the board and the company. The financial crisis and its legislative and regulatory aftermath have focused considerable attention on the relationship between incentives in compensation programs and the risks that arise for companies, and as a result the compensation committee has become a crucial component of the risk-oversight process. The compensation committee’s attention to risks—through a periodic evaluation of the compensation program and how pay elements could create risks—has now become a regular part of the analytical framework.

How is your Compensation Committee addressing risk? Having the ability to articulate the linkage between incentive programs and a company’s risk appetite is critical to proactively addressing investor concerns.  If you or someone else in your company is interested in learning more about bridging this gap, contact us at


Incentive Pay & Risk Back in the Spotlight

Yesterday, the Federal Deposit Insurance Corporation (FDIC) approved a proposal to limit excessive risk taking that is tied to incentive programs at large financial institution. The proposed rules are a result of the Dodd-Frank Act of 2010. Here is a summary of the new rules from the FDIC’s website.

The Board of Directors of the Federal Deposit Insurance Corporation (FDIC) today approved a joint proposed rulemaking to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 956 prohibits incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.

Consistent with Dodd-Frank, the proposed rule does not apply to banks with total consolidated assets of less than $1 billion, and contains heightened standards for institutions with $50 billion or more in total consolidated assets. For these larger institutions, the rule requires that at least 50 percent of incentive-based payments be deferred for a minimum of three years for designated executives. Moreover, boards of directors of these larger institutions must identify employees who individually have the ability to expose the institution to substantial risk, and must determine that the incentive compensation for these employees appropriately balances risk and rewards according to enumerated standards.

Chairman Bair said “This proposed rule will help address a key safety and soundness issue which contributed to the recent financial crisis – that poorly designed compensation structures can misalign incentives and induce excessive risk-taking within financial organizations. Importantly, we believe the rule will accomplish its objectives in a way that appropriately reflects the size and complexity of individual institutions. Importantly, this inter-agency proposal will apply across all types of US financial institutions, limiting the opportunity for regulatory arbitrage. Similarly, it will better align US compensation standards with those which have been adopted internationally under the framework approved by the Financial Stability Board in 2009.”

Public comment will be accepted for 45 days prior to final approval. In addition, the rules are a joint effort of the Federal Financial Institutions Examination Council (FFIEC), the Securities & Exchange Commission (SEC) and the Federal Housing Finance Agency (FHFA) who each must also approve the rules. These rules are a step in the right direction for those more interested in long-term results, but they will certainly be the subject of intense debate.

Federal Reserve Issues Final Guidance on Risks & Incentive Pay

Yesterday, the U.S. Federal Reserve along with the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision issued their final guidance on incentive compensation for financial institutions. This final guidance is based on proposed guidance issued in October 2009 and a series of incentive compensation reviews by the Federal Reserve and the other supervisory agencies. The agencies will conduct a second round of reviews later this year to evaluate the financial institutions compliance with the new guidance. Here is what the Federal Reserve had to say about their next steps.

“Many large banking organizations have already implemented some changes in their incentive compensation policies, but more work clearly needs to be done,” Federal Reserve Governor Daniel K. Tarullo said. “The Federal Reserve expects firms to make material progress this year on the matters identified as we work toward the ultimate goal of ensuring that incentive compensation programs are risk appropriate and are supported by strong corporate governance.”

During the next stage, the banking agencies will be conducting additional cross-firm, horizontal reviews of incentive compensation practices at the large, complex banking organizations for employees in certain business lines, such as mortgage originators. The agencies will also be following up on specific areas that were found to be deficient at many firms, such as:

  • Many firms need better ways to identify which employees, either individually or as a group, can expose banking organizations to material risk;
  • While many firms are using or are considering various methods to make incentive compensation more risk sensitive, many are not fully capturing the risks involved and are not applying such methods to enough employees;
  • Many firms are using deferral arrangements to adjust for risk, but they are taking a “one-size-fits-all” approach and are not tailoring these deferral arrangements according to the type or duration of risk; and
  • Many firms do not have adequate mechanisms to evaluate whether established practices are successful in balancing risk.

In addition to the work with the large, complex banking organizations, the agencies are also working to incorporate oversight of incentive compensation arrangements into the regular examination process for smaller firms. These reviews are being tailored to take account of the size, complexity, and other characteristics of these banking organizations.

Having a solid understanding of your risk profile and the resulting impact of incentive programs is now critical for financial institutions as well as companies in other industries. Wheelhouse Advisors can help you develop stronger incentive programs with a thorough analysis of your risks.  To learn more, visit

The Real Problem Still Looms Large

This week, the New York Times reported that the Federal Reserve is completing a comprehensive review of incentive programs at the nation’s largest financial institutions. The findings are surprising given the role of the incentive programs in igniting the financial meltdown of 2008.  Here’s what the Federal Reserve has discovered.

The Federal Reserve, six months into a compensation review of the country’s 28 largest financial companies, has found that many of the bonus and incentive programs that economists say contributed to the worst financial crisis since the Great Depression remain in place, according to people briefed on the examinations.

Officials have found, for example, that risk managers at several of the biggest banks still report to executives who have influence over their year-end bonuses and whose own pay might be constricted by curbing risk. In many cases, risk managers do not have full access to the compensation committee of the banks’ boards.

The review also revealed that banks tend to set similar bonus formulas for broad sets of employees and often do not adjust payouts to account for risks taken by traders or mortgage lending officers. Bank executives and directors, meanwhile, are often in the dark on the pay arrangements of employees whose bets could have a potentially devastating impact on the company.

This disconnect between pay practices and risk taking is at the heart of the problem and must be resolved for financial institutions to thrive in the long-term. It starts with having a strong enterprise risk management infrastructure and framework as a foundation for addressing the major disconnects between the board, bank executives and line management. Then, financial institutions must begin to faithfully utilize risk-adjusted performance metrics to drive their pay practices. Until this happens, no amount of governmental regulatory reform will solve the real problem behind the financial crisis.

Out of Control

Yesterday, the U.S. Senate Subcommittee on Investigations conducted hearings to examine the largest bank failure in U.S. history and its role in the 2008 financial crisis.  The failure of Washington Mutual (“WaMu”) was largely the result of years of increasing involvement in the mortgage-backed securities market.  Over a four year period, WaMu increased their securitizations of subprime mortgages from about $4.5 billion in 2003 to $29 billion in 2006.  Altogether, from 2000 to 2007, they securitized at least $77 billion in subprime loans.  At the same time, WaMu allowed its lending practices and controls to erode in the pursuit of greater loan production and short-term profits.  Here is a summary of the investigators’ findings.

(1)   High Risk Lending Strategy. Washington Mutual (“WaMu”) executives embarked upon a high risk lending strategy and increased sales of high risk home loans to Wall Street, because they projected that high risk home loans, which generally charged higher rates of interest, would be more profitable for the bank than low risk home loans.

(2)   Shoddy Lending Practices. WaMu and its affiliate, Long Beach Mortgage Company (“Long Beach”), used shoddy lending practices riddled with credit, compliance, and operational deficiencies to make tens of thousands of high risk home loans that too often contained excessive risk, fraudulent information, or errors.

(3)   Steering Borrowers to High Risk Loans. WaMu and Long Beach too often steered borrowers into home loans they could not afford, allowing and encouraging them to make low initial payments that would be followed by much higher payments, and presumed that rising home prices would enable those borrowers to refinance their loans or sell their homes before the payments shot up.

(4)   Polluting the Financial System. WaMu and Long Beach securitized over $77 billion in subprime home loans and billions more in other high risk home loans, used Wall Street firms to sell the securities to investors worldwide, and polluted the financial system with mortgage backed securities which later incurred high rates of delinquency and loss.

(5)   Securitizing Delinquency-Prone and Fraudulent Loans. At times, WaMu selected and securitized loans that it had identified as likely to go delinquent, without disclosing its analysis to investors who bought the securities, and also securitized loans tainted by fraudulent information, without notifying purchasers of the fraud that was discovered.

(6)   Destructive Compensation. WaMu’s compensation system rewarded loan officers and loan processors for originating large volumes of high risk loans, paid extra to loan officers who overcharged borrowers or added stiff prepayment penalties, and gave executives millions of dollars even when its high risk lending strategy placed the bank in financial jeopardy.

These findings are not surprising in the aftermath of the financial disaster.  However, without significant oversight and change in the operations of financial institutions, a similar scenario will likely occur in the not too distant future.

Improving Executive Compensation Oversight and Pay Processes

In light of the increased risks associated with executive compensation programs, The Conference Board recently established a task force to develop guidance for companies looking to improve their pay processes and oversight.  The guidance has been published and centers on five principles that companies should strive to achieve.  Here are the five principles.

Principle One—Paying for the right things and paying for performance

Compensation programs should be designed to drive a company’s business strategy and objectives and create shareholder value, consistent with an acceptable risk profile and through legal and ethical means. To that end, a significant portion of pay should be incentive compensation, with payouts demonstrably tied to performance and paid only when performance can be reasonably assessed.

Principle Two—The “right” total compensation

Total compensation should be attractive to executives, affordable for the company, proportional to the executive’s contribution, and fair to shareholders and employees, while providing payouts clearly aligned with actual performance.

Principle Three—Avoid controversial pay practices

Companies should avoid controversial pay practices, unless special justification is present.

Principle Four—Credible board oversight of executive compensation

Compensation committees should demonstrate credible oversight of executive compensation. To effectively fulfill this role, compensation committees should be independent, experienced, and knowledgeable about the company’s business.

Principle Five—Transparent communications and increased dialogue with shareholders

Compensation should be transparent, understandable, and effectively communicated to shareholders. When questions arise, boards and shareholders should have meaningful dialogue about executive compensation.

These guiding principles seem to provide what many may say is simply common sense advice.  However, given the environment that we find ourselves in today, common sense such as this may not be as common as one might think.

improving pay processes

Risk and Pay Regulations Demand Strong ERM Programs

The debate about the Federal Reserve’s plan to regulate pay practices at financial institutions is heating up.  Reports in the Wall Street Journal indicate that views on the matter are highly polarized.  In addition, experts are suggesting that the new regulations could mean that boards of directors will need to work harder to understand their company’s risk profile and compensation systems.  Here is an excerpt from the WSJ.

The Federal Reserve’s new push to regulate pay at U.S. banks will make things more difficult for boards and their compensation committees, already under fire for controversial pay practices. The planned Fed move could increase time demands, recruitment challenges and legal exposure for boards, predict directors and pay consultants. “You’re going to have to make sure the whole board is involved in risk issues,” says Robert E. Denham, a Los Angeles attorney and former chief executive of Salomon Inc. Mr. Denham is co-chairman of an executive-pay task force created by the Conference Board, a New York business group.

Companies and board members will need to rely more than ever on their enterprise risk management (“ERM”) programs to provide timely information to support compensation related decisions.  In addition, greater regulatory scrutiny will demand the implementation of strong ERM programs.  Wheelhouse Advisors can help your company design and implement a cost-effective ERM program.  Visit to learn more.