By Dan Wilchins and Steve Eder
NEW YORK (Reuters) - CIT Group Inc
The former Merrill Lynch & Co CEO's salary includes $500,000 in cash, $2.5 million of restricted CIT stock with a holding period of one year and $3 million in stock restricted for three years, the company said in a regulatory filing.
Compensation experts said paying stock as a salary is a good way to offer potentially huge payouts to executives, without paying large bonuses that attract public ire.
Thain's shares will rise or fall in value along with the fortunes of CIT, giving him an incentive to work to improve the fortunes of the lender that just emerged from bankruptcy reorganization.
"He's got skin in how the thing does," said Alan Johnson, a Wall Street compensation consultant.
"It's a lot of stock. It is not much cash. And if the stock craters, he isn't going to get much at all."
Paying relatively high salaries largely in stock was an idea put into practice by pay czar Kenneth Feinberg, who is in charge of setting compensation levels for top employees at companies that received multiple U.S. bailouts, such as American International Group Inc
CIT received $2.3 billion from the United States' Troubled Asset Relief Program in December 2008. That obligation was wiped out as part of CIT's bankruptcy in what may be one of the biggest losses for the TARP program.
It was replaced with contingent value rights, which only have value if CIT performs well enough. CIT said on Monday that terms under which shares would have been distributed to holders of those rights had not been met, so the rights had expired without value.
Thain's restricted shares are subject to early payment if he dies, becomes disabled, or CIT sells itself, the company said in its filing. CIT's shares fell 14 cents to close at $30.61 after the company said late Sunday that it was hiring Thain.
Apart from salary, Thain, 54, may get an incentive award from the board during 2010 capped at $1.5 million, which vests two years after being granted. That incentive award is subject to payout restrictions for another year after vesting.
The company can take the incentive award back, if CIT determines that Thain has taken excessive and unnecessary risk, the filing says.
Thain's base salary is high by Wall Street CEO standards. Goldman Sachs Group Inc
But Dimon and Blankfein received substantially higher bonuses in 2009 than Thain's target level.
Thain, who takes over from CIT's interim CEO, Peter Tobin, was hired partly for the expertise he gained restructuring the New York Stock Exchange.
Thain's compensation is subject to federal regulations, including Troubled Asset Relief Program and Federal Deposit Insurance Corp regulations, CIT said.
Separately, CIT said it plans to prepay $750 million of its $7.5 billion first lien credit facility using cash on hand in a move to reduce some of its highest cost debt.
(Additional reporting by Supantha Mukherjee in Bangalore and Christian Plumb in New York; editing by Anil D'Silva, Gunna Dickson and Andre Grenon)
