Bank of America says its CEO took a pay cut for 2011, but it won’t show up until 2012.
Fortune — Bank of America (BAC) more than quadrupled what it paid its CEO Brian Moynihan in 2011 – a year in which the company’s stock fell nearly 60%. But the company indicated that it’s likely to curtail Moynihan’s pay this year, reflecting the company’s rocky performance in 2011. For CEO pay, it appears, the stick comes long after the carrot.
The quirk in when Moynihan will take his lumps has to do with how Bank of America structures its pay. In its annual proxy statement, which the bank filed on Wednesday, Bank of America said it paid its CEO nearly $8.1 million in 2011. That was up from $1.9 million in the year before. That makes it look like Moyniham got a huge pay raise.
But according to the proxy much of that pay is a reward for 2010 performance, not 2011. That’s because the company paid out the shares that Moynihan received for 2010 in early 2011. So for the SEC and indeed the IRS, that pay shows up as 2011 compensation, not 2010. If you look at just the pay that the company says Moynihan earned for his performance in 2011, then the CEO took a pay cut. The company says it plans to pay its CEO only $7 million, down $3 million from the $10 million he earned in 2010.
The question is does this all matter. And to be sure, Bank of America is not the only company that is playing this delay game. And it may not if Moynihan eventually has to take his pay lumps for 2011. But he may not. Bank of America could swoop in and dramatically increase Moynihan’s pay this year and claim that was for his performance in 2012, but it will have the effect of blunting the pay cut they forced Moynihan to take for 2011. Indeed, hidden in the notes of the company’s proxy statement is the fact that Moynihan can earn an additional $3 million – the same amount of pay the company says it docked him for 2011 – over the next three years if he hits certain performance targets. Another big carrot, and another small stick.
