CEO pay watch: William Cooper, TCF Financial Corp.

Total compensation: $3,684,152 for the year ended Dec. 31

Salary: $401,923

Bonus: $975,000

Other compensation: $258,229

Value realized on vesting shares: $2,049,000

Total return to shareholders: 2.7 percent

Note: When Cooper returned to Wayzata-based TCF in 2008 after 2 1/2 years of retirement, he did not take a base salary. Instead, he was paid in restricted stock and stock options to be earned over a 3 1/2-year period. For Cooper to earn those shares, the company's return on equity (ROE) would have to reach 15 percent.

The banking industry, including TCF, experienced severe credit losses as the Great Recession took hold. In October 2008, Congress passed the Capital Purchase Program (CPP) to help stabilize the financial system, and TCF participated in the program, accepting an investment of $361 million from the U.S. Treasury.

The CPP program restricted executive pay for companies accepting money, and it also restricted taking unnecessary or excessive risks. TCF remained profitable in 2008, but the compensation committee looked at the ROE target in January 2009 and decided the goal was no longer reasonably achievable and might be an incentive to take unnecessary risks, so the committee removed that goal from Cooper's restricted stock grant.

In July 2009 the compensation committee, looking to secure a longer-term commitment from Cooper, reinstated an annual salary and bonus for him, setting salary at $950,000 and a bonus that would be at the discretion of the board.

So for 2009 Cooper's total compensation included a prorated share of the $950,000 annual salary and a discretionary bonus of $975,000 determined by the board. The board awarded the bonus to Cooper and other executives because the company remained profitable in 2009. Cooper also realized $2 million from the value of previously issued restricted shares that vested in 2009.

PATRICK KENNEDY