Elaine Chao, Donald Trump’s nominee to lead the Department of Transportation, is in line to receive a “golden parachute” from Wells Fargo & Company worth between $1 million and $5 million dollars.
Chao, who joined Wells Fargo as a board member in 2011, has collected deferred stock options — a compensation perk generally designed as a long-term retention strategy — that she would not be able to cash out if she left the firm to work for a competitor.
Her financial disclosure notes that she will receive a “cash payout for my deferred stock compensation” upon confirmation as Secretary of Transportation. The document discloses that the payments will continue throughout her time in government, if she is confirmed. The payouts will begin in July 2017 and continue yearly through 2021.
But Wells Fargo, like several banks and defense contractors, provides a special clause in its standard executive employment contract that offers flexibility for awarding compensation if executives leave the bank to enter “government service.” Such clauses, critics say, are structured to incentivize the so-called “reverse revolving door” of private sector officials burrowing into government.
“This is a golden parachute for government services that the large banks are now increasingly famous for offering. It is not illegal yet, but it does provide the former employee with substantial financial rewards from Wells Fargo, potentially creating a sense of indebtedness from the government official toward the bank,” says Craig Holman, an ethics expert with Public Citizen who reviewed Chao’s disclosure forms and Well Fargo’s executive compensation agreement.
Wells Fargo did not respond to a request for comment.
“These golden parachutes for taking government positions are either a massively corrupting incentive structure — effectively a backdoor bribe to incoming government officials — or an abject waste of shareholder resources,” says Kurt Walters, campaign director for Demand Progress.
Golden parachutes for executives leaving firms to enter government dogged several Obama administration officials. Jack Lew, upon leaving Citigroup to join the Obama administration in 2009, was given a cash payout as part of his incentive and retention awards that wouldn’t have been paid if he had left the firm to join a competitor or under ordinary circumstances. But Lew’s Citigroup contract stipulated that there was an exception for leaving to work in a “full time high level position with the U.S. government or regulatory body.”
Goldman Sachs, Morgan Stanley, and Northrop Grumman are among the other firms that have offered special financial rewards to executives who leave to enter government.
During her first day of hearings on Capitol Hill on Wednesday, Chao emphasized her interest in utilizing private sector solutions for infrastructure projects, saying she would use “innovative financing tools, such as public-private partnerships” to build the next generation of roads and bridges.
Such deals are attractive because they require limited taxpayer investment. But they are also controversial, as privatized toll roads, parking meters, water projects, and other infrastructure deals end up costing government entities more over the long term as costs balloon over time, and in many cases, private operators are awarded handsome profits by charging consumers increasingly inflated fees.
Wells Fargo, notably, has taken a close interest in such financing schemes. After the election last year, Wells Fargo published an article highlighting Trump’s promised $1 trillion infrastructure plan using private-public partnerships, noting that such deals are often financed through tax-exempt municipal bonds. These arrangements “may provide an investment opportunity for municipal bond investors,” the article declared.
Wells Fargo reported paying Chao $291,000 in cash and stock in 2015 for her part-time service on its board — one of several such boards on which she served.
In her ethics letter, Chao notes that she will seek a waiver if she participates in any matter that directly affects Wells Fargo.
Chao isn’t the only Trump nominee from the corporate sector receiving a big compensation perk for entering government.
Even though Exxon Mobil does not have a clause for government service in its executive compensation contract, the board of directors granted retiring chief executive Rex Tillerson a special exemption after he was tapped by Trump to lead the Department of State. In fact, experts note that under normal circumstances, the language in the company’s proxy filing would have required Tillerson to give up some or all of his unvested retirement stock options. That filing to the Securities and Exchange Commission specifies that “equity awards are not subject to acceleration, even at retirement, except in the case of death.”
But the board amended the agreement on January 3 to accelerate Tillerson’s retirement stock options and transfer the funds to a trust that, upon confirmation, will receive nearly the full value of Tillerson’s retirement package, worth about $180 million.
Here’s how Exxon explained it: “Consistent with the core principles and long term focus of ExxonMobil’s executive compensation program, Mr. Tillerson holds incentive compensation awards that are not fully payable for up to 10 years after his retirement and may not be accelerated for any reason except death. At the same time, in order to meet federal conflict of interest standards and to serve effectively as U.S. secretary of state, Mr. Tillerson must sever all ongoing financial ties to ExxonMobil. Accordingly, the Corporation and Mr. Tillerson, working in close consultation with federal ethics authorities, have developed the Agreement.”