November 23, 2014
As Congress returns to Washington from a two-week spring recess, worries about the housing market--and the economy--are more abundant than cherry blossoms. Congressional attention is focused on JPMorgan Chase’s takeover of Bear Stearns. Most of the concern centers on the $29 billion guarantee that the Federal Reserve made to JPMorgan to cover what could be enormous amounts of bad debt remaining in Bear’s burning embers. Another dimension of the deal that is drawing attention is the level of pay that Bear executives received even as their firm collapsed. Rep. Barney Frank, D-Massachusetts and chairman of the House Financial Services Committee, has indicated that he will explore whether shareholders can reclaim hundreds of millions in executive compensation when a company fails. Frank is the author of legislation that passed the House last year that would allow shareholders to vote on executive compensation packages. Republicans, too, are raising questions about Bear pay. “I’ve instructed my staff to delve into the details of the deal,” said Sen. Charles Grassley, R-Iowa and ranking member of the Senate Finance Committee. “[A] longtime interest of mine is how insiders such as senior executives are treated in these kinds of deals. Corporate bigwigs shouldn’t be able to profit from a deal while employees, shareholders and creditors have to carry the burden of a company’s demise.” But it may be difficult to make the case that Bear Stearns is an example of executive pay run amok. Last week, Bear Stearns chief executive Jimmy Cayne sold his company stock for $61 million at about $10 per share. True, you can make $61 million go a long way, even in New York, but Cayne has lost hundreds of millions of dollars on Bear shares, which sold for about $170 each in January 2007. About one-third of Bear stock is owned by employees, including executives. When the company tanked, so did their personal fortunes. “It’s hard to say how [Cayne] made out [well] in all this,” says Alan Johnson, managing director of Johnson Associates, a New York compensation consulting firm. “If you looked at it objectively … you would say this is an executive compensation plan that worked.” That may not be how members of Congress see it. During the spring recess, they likely met with constituents who are threatened with losing their homes, their jobs or both. During the economic downturn, the Democratic majorities on Capitol Hill are focusing on the difficulties faced by individuals. From that point of view, the JPMorgan takeover of Bear may generate examples of folks, albeit Wall Street folks, getting tossed into unemployment as the two operations merge. JPMorgan will try to keep revenue-producing Bear brokers. But many investment bankers, analysts, IT and other redundant staff will be shown the door in an effort to streamline the operation and make a quick profit for investors. Barry Miller, manager of alumni programs and services at Pace University in New York and a private placement consultant, says JPMorgan has a reputation for being ruthless. “They want to take [Bear] over and raid it,” Miller says. “They do what’s best for their bottom line.” What’s best for business may make Congress queasy.