Agencies Issue RFI Regarding Incentive Compensation Proposal

Financial regulatory agencies are requesting public comment on a proposed rule that would ensure regulated financial institutions design incentive compensation arrangements to take account of risk. 

A Federal Reserve news release said the proposed rule, which is being issued pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, would apply to financial institutions with more than $1 billion in assets. It also contains heightened standards for the largest of these institutions. 

In prohibiting incentive compensation arrangements that could encourage inappropriate risks, the proposal would require compensation practices at regulated financial institutions to be consistent with three key principles–that incentive compensation arrangements should appropriately balance risk and financial rewards, be compatible with effective controls and risk management, and be supported by strong corporate governance. The proposed rule complements guidance previously issued by the agencies, including guidance on sound incentive compensation policies issued by the banking agencies last year. 

The agencies are proposing that financial institutions with $1 billion or more in assets be required to have policies and procedures to ensure compliance with the requirements of the rule, and submit an annual report to their federal regulator describing the structure of their incentive compensation arrangements. The agencies are proposing that larger financial institutions, generally those with $50 billion or more in assets, defer at least 50% of the incentive compensation of certain officers for at least three years and that the amounts ultimately paid reflect losses or other aspects of performance over time. 

The agencies request comments on the proposed rule within 45 days of its publication in the Federal Register, which is expected soon. The proposal is at