Congress Got 'Say-on-Pay" Right

CapitalSource (CSE) - Shareholders will vote on Thursday, with Co-CEO Steven Museles slated to receive total compensation of $2.6 million for 2011, increasing from $1.3 million in 2010. The other Co-CEO, James Pieczynski, is slated to receive total 2011 compensation of $1.3 million, matching his 2010 compensation. Glass Lewis said that "shareholders should be concerned with the Company's failure to implement a performance-based long-term incentive plan with objective metrics and goals," and also based its recommendation on "excessive severance payments" for executives, along with "excessive promotion payments."

Boston Private Financial Holdings (BPFH) - Shareholders will vote Thursday, with CEO Clayton Deutsch slated to receive total compensation of $2.8 million for 2010, declining from $3.7 million in 2011. Glass Lewis said that the company "has not provided a sufficient discussion" regarding "performance goals under both short- and long-term incentive plans," that "shareholders may have difficulty determining how performance translated into payouts," and that Boston Private "has exhibited a consistent failure to align executive pay with performance."

Sterling Bancorp (STL) will hold its vote on May 3, with CEO Louis Cappelli slated to receive total 2011 compensation of $5.2 million, increasing from $4.0 million a year earlier. Glass Lewis said that "in fiscal year 2011 the Company was deficient in linking pay with performance," and that "the board has failed to provide shareholders with sufficient information with which to better evaluate the Company's executive compensation practices and procedures."

PacWest (PACW) will hold its shareholder vote on May 9, with CEO Matthew Wagner slated to receive total compensation of $4.2 million for 2011, increasing from $3.4 million in 2010. Glass Lewis said that PacWest "has provided adequate disclosure with respect to its compensation policies and incentive plans," however, long-term incentive payments are "based on a simple performance hurdle," adding that "a more rigorous performance formula that bases payouts on the extent to which the Company exceeds challenging performance targets or thresholds would better align the long-term interests of management with those of shareholders."

Douglas Ormond, a veteran Wall Street portfolio manager at New York-based hedge fund Otlet Capital has a differing viewpoint on two of the above companies, saying "the Capital One CEO is the founder and builder of the company and has steered it through the financial crisis, while TCF Financial's CEO came out of retirement to save the company. Both have time and time again proven themselves not to be sellers."

-- Written by Philip van Doorn in Jupiter, Fla.

To contact the writer, click here: Philip van Doorn.

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Philip W. van Doorn is a member of TheStreet's banking and finance team, commenting on industry and regulatory trends. He previously served as the senior analyst for TheStreet.com Ratings, responsible for assigning financial strength ratings to banks and savings and loan institutions. Mr. van Doorn previously served as a loan operations officer at Riverside National Bank in Fort Pierce, Fla., and as a credit analyst at the Federal Home Loan Bank of New York, where he monitored banks in New York, New Jersey and Puerto Rico. Mr. van Doorn has additional experience in the mutual fund and computer software industries. He holds a bachelor of science in business administration from Long Island University.

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