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Most Bank of America Executives Saw Pay Increase in 2009


February 26, 2010 (The Charlotte Observer, N.C.) CHARLOTTE, N.C. - New Bank of America CEO Brian Moynihan received total compensation of about $6 million last year, up from about $3 million in 2008, according to a proxy filing Friday.



Moynihan, who was head of consumer banking before becoming CEO on Jan. 1, received a salary of $800,000, plus a restricted stock grant worth $5.2 million and other compensation of $36,248. He received no bonus.

Lewis, who stepped down Dec. 31, received no pay in 2009 except for "other compensation" of $32,171, largely for tax preparation and financial planning services. Lewis agreed last fall to receive no pay for 2009 as part of an agreement with the Obama administration's pay czar.

The biggest pay package disclosed by the Charlotte bank went to Tom Montag, president of global banking and markets, who received total compensation of $29.9 million. Montag, a former Merrill executive, received stock grants valued at $29.3 million, including $20 million doled out in January 2009 under a 2008 contract with Merrill. He also received a salary of $586,539 and other compensation of 30,423 for 2009.

Montag's Merrill stock grant vests over three years, with the first third vesting this January.

Former Chief Financial Officer Joe Price, now head of consumer banking, also saw his pay go up in 2009. He received total compensation of about $6 million, up from about $2.5 million. He received a bigger stock grant in 2009.

Former Chief Risk Officer Greg Curl, who vied with Moynihan for the CEO post, made more money than his new boss in 2009, bringing in $9.9 million, mostly in restricted stock. Curl, who is charged with handling bank relationships in China and elsewhere, is expected to retire later this year.

After acquiring Merrill in January 2009, Bank of America faced a variety of investigations spurred by the payment of bonuses to Merrill employees before the deal to buy the struggling firm closed. After receiving $20 billion in extra government loans to complete the purchase, the bank fell under the purview of pay czar Ken Feinberg. Those restrictions lifted when the bank paid back all of its Troubled Asset Relief Program loans at the end of last year.

The bank said that the pay for Moynihan and Curl was not under Feinberg's authority. But the compensation committee still tried to keep their pay "consistent with the approach required by" Feinberg.

The changes in the pay structure - namely, awarding a larger portion in stock, which ties an executives' fortunes more closely to shareholders' - are in line with recommendations from Feinberg and other shareholder activists.

But Charles Elson, a corporate governance expert, said the size of the payouts are troubling, despite changes in how they're awarded.

"It's a good thing they're getting more (of their pay) in stock," said Elson, of the Weinberg Center for Corporate Governance at the University of Delaware. "On the other hand, it depends on how much stock they're giving them. ... I like the form, but it's the amount that's troubling."

Elson, who is a Bank of America shareholder, said that shareholders are being ignored.

"The shareholders of this company have taken a shellacking," Elson said. "There's been basically no dividend, there has been a tremendous drop in value (in the stock price) compared to two years ago, and there's little sign that it will come back. You have to wonder if anyone merits an increased package."

The bank also disclosed that the board fixed its size at 13 members. There are currently 15 members, but two will step down after the annual meeting: Chairman Walter Massey, who is about to reach the board retirement age of 72, and Tom Ryan, who is CEO of CVS/Caremark Corp.

Angry regulators and shareholders blamed the board last year for many of the bank's problems, accusing it of being complacent to management and too big to be effective. A year ago, the board had 18 members, many of whom had been there for years.

Over the summer, the board underwent a major overhaul that federal regulators pushed for, with nine members plus Lewis stepping down without explanation.

Of the 13 new members, nine joined in 2008 or 2009. The bank didn't say who would be the new chairman; the board could wait until the annual meeting to announce its selection, since Massey will serve until then.

The board cannot pick Moynihan to be chairman because of shareholders passed a rule last year requiring the chairman to be independent of the company.

The bank also plans to ask shareholders for permission to increase the number of authorized common shares from 11.3 billion to 12.8 billion. That comes on the heels of shareholders approving another increase on Tuesday, from 10 billion to 11.3 billion.

The bank says it needs "the availability of additional authorized but unissued shares" so it can "promptly and appropriately respond to future business opportunities." The bank can issues shares to raise money, fund acquisitions, for employee stock awards and other purposes. But the increases also dilute the value of what's held by current shareholders, since profits have to be spread among more shares.

The annual meeting will be April 28 in Charlotte.

(c) 2010, The Charlotte Observer (Charlotte, N.C.). Distributed by Mclatchy-Tribune News Service.

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