Smart bankers tell pay story first
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Senior executives at financial institutions that have accepted money from the $700 billion Troubled Asset Relief Program must by now be cognizant that a certain portion of the taxpaying public takes exception to their compensation.
To wit, these reader comments regarding the $7.5 million in incentives PNC Financial Services Group awarded to Chairman and Chief Executive Officer James E. Rohr and four other executives.
• "This is disgusting! Shameful! Outrageous!"
• "These guys ... are the symbol of corporate greed that is sinking our economy."
• "These companies have no shame."
Whether or not bank executives deserve their millions will be debated well beyond that day in the distant future when the last troubled asset is disposed of. Legitimate arguments about the need to pay what it takes to attract the talent and expertise required will continue falling on the deaf ears of critics who equate the practice with keeping up with the Joneses.
That said, financial institutions should be more mindful than ever of the need to present their stories in a very hostile environment.
"Banks, regardless of whether or not they've gotten federal bailout money, have to recognize that the rules of engagement with the public have changed," said Drexel University marketing professor Elliot Schreiber, who specializes in corporate reputation management.
"There has to be a lot more transparency in everything they do."
Barbara Paynter, a Cleveland-based corporate communications consultant, offered this simple rule: "Tell the truth. Tell it first. Tell it all."
"It works," said Ms. Paynter, who is with Hennes Communications.
She framed her advice by using the example of a child who gets into trouble at school. The student can either come home and give his side of the story or let the teacher call home, which puts the student on the defensive.
"If I'm the bank or any other entity, I want to tell the story first," Ms. Paynter said. "If they feel they did the right thing ... then they shouldn't have anything to be defensive about."
PNC received $7.6 billion in TARP funds in connection with its acquisition of National City. Late on Feb. 12, the personnel and compensation committee of PNC's board approved $7.5 million in bonuses based on last year's performance. Of that, $500,000 was paid in cash and $7 million in restricted stock.
The bank then had to put the decision into writing that complied with Securities and Exchange Commission disclosure requirements. Companies routinely have internal and external experts review drafts before sending the document to the SEC. Companies also routinely send filings to the SEC before Wall Street opens or after it closes. PNC's pay disclosure came the next day, Friday the 13th, after the market closed.
The 11-page document included a statement that the bonuses were "well below the maximum amounts allowable" under PNC's 1996 incentive plan.
The SEC gives companies two business days to disclose compensation decisions to investors. Because of the Feb. 16 Presidents Day holiday, PNC could have waited until last Tuesday to make the information public. Instead, it released the information late Friday the 13th, alerting the media that the SEC filing was coming.
"Given the importance of the content, the two-day filing requirement and our desire to be transparent, PNC provided more information than required as soon as reasonably possible," spokesman Brian Goerke said.
No matter the size of the awards, who is paying them, or how they are disclosed, there is an element of "damned if you do, damned if you don't" these days when it comes to reporting executive compensation. The level of pain being felt by millions who make far less gives rise to inevitable questions and comments. That means damage control measures won't work for many TARP recipients, says Chuck Reece, an Atlanta-based communications consultant.
"I'm sure there are people who would disagree with that," he said. "What you do is forgo the bonuses in the first place. There's no spin on this."
Mr. Reece's comments discount the fact that not all TARP babies are created equal. PNC reported an $882 million profit last year, better than many of its enfeebled competitors hooked up to a TARP lifeline. But the bank also plans to cut 5,800 jobs over the next two years, including 4,000 previously reported by National City. The profits support those who think some bonuses are justified, while the lost jobs add fuel to the fire of pay critics.
"There's a reason they do bonuses, and I would make sure people understand why," Ms. Paynter said. She said banks should get used to "the kind of transparency taxpayers require of entities that take their money."
In today's environment, banks shouldn't be surprised by any questions or criticism of their compensation decisions, Dr. Schreiber said. Ultimately, they will be judged by how they respond.
"I think companies that are going to be smarter are going to be conspicuous right now," he said.
First Published February 22, 2009 12:00 am