An amendment numbered 1 printed in House Report 111-71 to further clarifiy that an institution does not become subject to the limitations on compensation in this bill as a result of doing business with an institution that has received a direct capital investment under either the TARP or HERA. Would exempt severance pay from coverage if the payment is made in the ordinary course to an employee who has been with the institution at least 5 years prior to dismissal, as long as that payment is not greater than the employees annual salary or $250,000. Would require the compensation data that an institution must report annually to the Treasury to include contributions made for the benefit of an employees immediate family members. Would create a Commission on Executive Compensation to study the executive compensation system for recipients of direct capital investments under the TARP and make recommendations for legislative and regulatory action.

In subsection (e)(1) of the matter proposed to be inserted by section 1(a) of the bill, in the matter following subparagraph (B), strike “nothing in this paragraph” and all that follows through “under the TARP” and insert “an institution shall not become subject to the requirements of this paragraph as a result of doing business with a recipient of a direct capital investment under the TARP or under the amendments made by the Housing and Economic Recovery Act of 2008”.

In subsection (e) of the matter proposed to be inserted by section 1(a) of the bill, redesignate paragraph (3) as paragraph (4) and insert after paragraph (2) the following:

“(3) Clarification relating to severance pay.--For purposes of this subsection, a compensation payment or compensation payment arrangement shall not include a severance payment paid by an employer in the ordinary course of business to an employee who has been employed by the employer for a minimum of 5 years upon dismissal of that employee, unless such severance payment is in an amount greater than the annual salary of such employee or $250,000.”.

In the matter proposed to be inserted by section 1(a) of the bill, in subsection (e)(4)(B) (as redesignated by the previous amendment), insert before the period the following: “or for the benefit of that person's immediate family members”.

At the end of the bill, insert the following new section:

SEC. 2. EXECUTIVE COMPENSATION COMMISSION.

Section 111 of the Emergency Economic Stabilization Act of 2008 (12 U.S.C. 5221), as amended by section 1, is further amended by adding at the end the following new subsection:

“(j) Executive Compensation Commission.--

“(1) Establishment.--There is hereby established a commission to be known as the ‘Commission on Executive Compensation' (hereinafter in this subsection referred to as the ‘Commission').

“(2) Duties.--

“(A) Study required.--The Commission shall conduct a study of the executive compensation system for recipients of a direct capital investment under the TARP. In conducting such study, the Commission shall examine--

“(i) how closely executive pay is currently linked to company performance;

“(ii) how closely executive pay has been linked to company performance in the past;

“(iii) how executive pay can be more closely linked to company performance in the future;

“(iv) the factors influencing executive pay; and--

“(v) how current executive pay incentives affect executive behavior.

“(B) Consideration of proposals.--The Commission shall consider, in addition to any recommendations made by members of the Commission or outside advisers, the effects of implementing increased shareholder voice in executive compensation.

“(3) Report.--

“(A) In general.--Not later than 90 days after the date on which all members of the Commission have been appointed, the Commission shall deliver a report to the President and to the Congress containing--

“(i) recommendations for legislative action;

“(ii) recommendations for executive action, including actions taken by the Department of the Treasury or any other agency for which the Commission has recommendations; and

“(iii) recommendations for voluntary actions to be taken by recipients of a direct capital investment under the TARP.

“(B) Minority views.--The report required under subparagraph (A) shall be accompanied by any separate recommendations that members of the Commission wish to make, but that were not agreed upon by the Commission for purposes of the report required under subparagraph (A). Such separate recommendations must take the form of a proposal for aligning executive pay with the long-term health of the company.

“(4) Composition.--

“(A) The Commission shall be composed of 9 members, appointed as follows:

“(i) 1 member appointed by the Council of Economic Advisers.

“(ii) 1 member appointed by the Speaker of the House of Representatives.

“(iii) 1 member appointed by the Senate Majority Leader.

“(iv) 1 member appointed by the House Minority Leader.

“(v) 1 member appointed by the Senate Minority Leader.

“(vi) 1 member appointed by the Chairman of the Financial Services Committee of the House of Representatives.

“(vii) 1 member appointed by the Ranking Member of the Financial Services Committee of the House of Representatives.

“(viii) 1 member appointed by the Chairman of the Banking, Housing, and Urban Affairs Committee of the Senate.

“(ix) 1 member appointed by the Ranking Member of the Banking, Housing, and Urban Affairs Committee of the Senate.

“(B) Each appointing entity shall name its member within 21 days of the date of the enactment of this subsection.

“(C) Any vacancy in the Commission shall be filled in the same manner as the original appointment.

“(5) Activities.--

“(A) The Chairman of the Financial Services Committee of the House of Representatives shall select one member to serve as the Chairman of the Commission, and such Chairman will call to order the first meeting of the Commission within 10 business days after the date on which all members of the Commission have been appointed.

“(B) The Commission shall meet at least once every 30 days and may meet more frequently at the discretion of the Chairman.

“(C) The Commission shall solicit and consider policy proposals from Members of Congress, the financial sector, academia and other fields as the Commission deems necessary.

“(D) The Commission shall hold at least two public hearings, and may hold more at the discretion of the Chairman.

“(6) Actions by the commission.--A decision of a majority of commissioners present at a meeting of the Commission shall constitute the decision of the Commission where the Commission is given discretion to act, including but not limited to, recommendations to be made in the report described in paragraph 3.

“(7) Staff.--The Chair may hire at his or her discretion up to seven professional staff members.

“(8) Termination.--The Commission shall terminate 30 days after the date on which the Commission submits its report to the President and the Congress under paragraph 3.

“(9) Authorization of appropriations.--There are authorized to be appropriated such sums as may be necessary to carry out this subsection.