On August 14, 2009, Bryan Cave LLP submitted a comment letter on the Treasury Department’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance.

In addition to several technical revisions, we have recommended that Treasury:

  • permit TARP recipients to implement new commission compensation programs;
  • treat single-trigger change in control payments as retention awards as opposed to golden parachute payments;
  • add a $100,000 floor for consideration of an employee as a “most highly compensated employee;”
  • permit smaller reporting companies to use the SEC’s smaller reporting company rules for determining their senior executive officers;
  • modify its restrictions on tax gross-up payments;
  • clarify that the say on pay provisions do not apply to private companies; and
  • either clarify or eliminate the 162(m)(5) requirement.

The comment letter is currently being processed by the Treasury Department before being added to the public docket for the regulation, but you can read the complete comment letter here.