Congress quizzes financial execs on CEO pay 'lottery'

WASHINGTON -- Lawmakers aimed their sights at three corporate executives Friday as they questioned how the CEOs managed to take home hundreds of millions of dollars in compensation while their companies were taking a financial nosedive due to the subprime mortgage crisis.

"It seems that CEOs hit the lottery as their companies collapse," House Oversight and Government Reform Committee Chairman Henry Waxman, D-Calif., said at the opening of the hearing. "Any reasonable relation between their compensation and the interests of their shareholders appears to have broken down."

CEOs who were scheduled to appear before the committee included Angelo Mozilo of Countrywide Financial Corp., the nation's largest mortgage lender; Stanley O'Neal, formerly of Merrill Lynch & Co.; and Charles Prince, formerly of Citigroup Inc.

All three companies have been major losers in the mortgage crisis.

Waxman said Friday's hearing was to examine many issues including "when companies fail to perform should they give millions of dollars to their senior executives?"

Waxman said that Mozilo received more than $120 million in compensation and sales of Countrywide stock last year while that company recorded losses of $1.6 billion.

Merrill Lynch lost $10 billion in 2007, but O'Neal got a $161 million retirement package.

Waxman noted that each of the CEOs who would be questioned had achieved "incredible success through hard work" and should be commended "for their many contributions to our country."

The questions are "not intended to disparage their records," he said, but rather understand if "the extraordinary compensation packages" the CEOs are receiving are reasonable or "is it a disconnect with reality?"

The committee questioned a panel of experts on CEO compensation in the first half of the hearing.

Nell Minow, co-founder of (a watchdog group) The Corporate Library, said "it's appalling that people should get paid like this for the kind of performance that they turned in. There's an outrageous disconnect between pay and performance."

The House Government Reform Committee last December also looked at large, publicly traded companies that hire compensation consultants who are receiving millions of dollars from corporate executives whose compensation they were supposed to assess.

Republicans on the committee questioned the need for the hearing, saying it falls outside the panel's primary role of investigating waste, fraud and abuse in the federal government.

"The impact of corporate executive compensation is debatable," said Rep. Tom Davis of Virginia, top Republican on the committee. "Fine, but that debate ... should not degenerate into a sanctimonious search for scapegoats."

According to the committee, Mozilo received $250 million in compensation from Countrywide from 1998, when he became CEO, through the end of last year.

It said Countrywide announced a $1.2 billion loss in the third quarter of 2007 and then lost another $422 million in the fourth quarter. By the end of the year, the company's stock had fallen 80% from its five-year peak in February. During the same period, Mozilo received a $1.9 million salary, $20 million in stock awards contingent upon performance and sold $121 million in stock.

O'Neal received a retirement package of $161 million when he left Merrill Lynch last October. But the committee said that if the company had terminated O'Neal for cause rather than letting him retire, he would not have been entitled to $131 million of that in unvested stock and options. During 2007, the firm reported $18 billion in write downs related to subprime and other risky mortgages.

Similarly, Prince of Citigroup received a bonus of $10.4 million for the 2007 performance year and was allowed to retain almost $28 million in unvested stock and stock options because Citigroup let him retire rather than terminating him for cause.

Mozilo, in his prepared remarks, related how he had started Countrywide in 1969, sitting in the kitchen of his small New York apartment. He said his direct compensation and the value of his stock holdings declined substantially last year and he had not received, and will not receive, a bonus for 2007 and 2008.

Mozilo also said he would give up some $36.4 million in severance pay if Bank of America proceeds with plans to acquire Countrywide.

O'Neal disputed reports of his "so-called" severance package. "I received no bonus for 2007, no severance pay, no 'golden parachute.' The amount discussed in the press consisted mainly of deferred compensation, stock and options that I had earned during the years prior to 2007."