TCF financial Corp.

William Cooper, Chairman, CEO


Total compensation: $3,209,434 for the year ended Dec. 31

Salary: $1,500,000

Non-equity incentive pay: $0

Other compensation: $237,184

Value realized on vesting shares: $1,553,250

Total 2012 return to shareholders: 19.9 percent

Note: Cooper’s total compensation for the year decreased 26 percent compared with last year. Cooper signed a new employment agreement with TCF in January 2012 that will run through December 31, 2015. Under the new agreement, Cooper’s salary increased from $950,000 to $1.5 million. Meanwhile, an automatic renewal and tax gross-up provisions, which were “disfavored by shareholders,” were eliminated.

The salary increase partially offset the fact Cooper and other executives did not earn incentive bonuses for the year. Executives were awarded long-term incentives in the form of performance-based restricted stock. Those shares will vest over multiple years and will be dependent on the company meeting certain financial goals.

Cooper and TCF amended his employment agreement again on Feb. 19, 2013, adding provisions for change of control and other severance payments. Under the new agreement, he would get cash termination payments of at least three times his base salary if the company is sold.

Patrick Kennedy