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WASHINGTON – On
April 6, 2012, the Acting Special Master for TARP Executive Compensation,
Patricia Geoghegan, released 2012 compensation determinations for the “top 25”
executives at the three remaining companies that received exceptional Troubled
Asset Relief Program (TARP) assistance—AIG, Ally Financial (formerly GMAC), and
GM. Four of the original seven recipients of exceptional assistance—Bank
of America, Citigroup, Chrysler Financial, and Chrysler—have exited TARP.
1. Overall CEO Compensation Frozen at 2011 Levels: The
overall CEO compensation packages payable by AIG, Ally Financial and GM have
not increased. Although there has been some modification in the mix of
stock salary and long-term restricted stock for the CEO group, the overall
amount of CEO compensation is frozen at 2011 levels.
2. 2012 Pay Packages Follow the Framework Established in
2009-2011: As in the prior determinations, most pay (83 percent overall
in 2012), including target incentives, is in the form of stock, tying the
ultimate value of the compensation to company performance.
Transferability of the stock remains subject to deferral over a period of three
years, and hedging of the stock compensation remains prohibited. Bonuses
are subject to clawback. Cash salary continues to be limited—in most
cases to $500,000 or less. The $25,000 cap on perquisites continues to apply.
3. Companies Have Made Progress Repaying Taxpayer Investments:
AIG has reduced its obligations to the U.S. government (including through
cancellation of undrawn commitments) by more than 75 percent. Treasury
has also recovered nearly half of the TARP funds invested in GM and nearly
one-third of the TARP funds invested in Ally Financial through repayments and
4. ‘Top 25’ Compensation Packages: The group of 69
executives consists of the five senior executive officers and next 20 most
highly compensated employees (based on 2011 compensation) at the three companies,
minus six departures since January 1, 2012. Of that total, 48 individuals
were also in the 2011 “top 25,” and 21 are new members of the group. Some
individual compensation packages increased, some decreased, and some remained
at 2011 levels. Overall the cash compensation for these 69 individuals
decreased 18 percent and their total direct compensation decreased
10 percent from 2011 levels. For the individuals in the “top 25” in
both 2011 and 2012, cash compensation increased 1 percent and total direct
compensation decreased 2 percent. For the individuals new to the
“top 25” group for 2012, cash compensation decreased 47 percent as
compared to the cash they received for 2011, and total direct compensation
decreased 30 percent as compared to 2011.