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Wall Street Journal

February 25th, 2010

Bonus Blowback Bypasses Brokers

Retention Pay, Signing Awards Get Thrown at Top Talent; a $10 Million Payout at Smith Barney

Getting Their Cut

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Bonus has become a bad word for traders, investment bankers and top executives at Wall Street securities firms. For thousands of brokers, though, the big bucks just keep rolling in.

Mark Curtis, one of the biggest generators of commissions in the brokerage giant formed last year by Morgan Stanley and Citigroup Inc.'s Smith Barney unit, got a payout in 2009 that people familiar with the firm estimate at $10 million or more.

Morgan Stanley Smith Barney promised top brokers like Mr. Curits 75% of certain fees and commissions generated in 2008 as part of the pay plan agreed to by both companies as a way of enticing top brokers to stick around after the merger. A team of brokers led by Mr. Curtis has brought in more than $15 million in annual fees and commissions in recent years, these people say.

About one-third of the combined firm's 18,000 brokers got a one-time payment, structured as a multiyear loan that is forgiven if the broker stays put. Merrill Lynch & Co.'s top brokers received a similar award last year when Bank of America Corp. acquired the securities firm.

The retention awards and similar signing bonuses for brokers exceed $10 million in some cases, people familiar with the matter say. At most firms, the highest producers with retention deals also get smaller payments later on that are based on future or past revenue. The retention payments are in addition to $3 million to $5 million that top-dog brokers earn yearly through fees and commissions.

It adds up to a significant reversal in the typical pecking order of Wall Street pay. Last year, the most successful brokers far outearned the typical high rollers and even chief executives at their firms. For example, Mr. Curtis's boss at Morgan Stanley, CEO John Mack, took no bonus in his last three years before retiring Dec. 31.

And exemplifying the bonus backlash, Goldman Sachs Group Inc. Chairman and CEO Lloyd Blankfein got a $9 million bonus, a fraction of his $68.5 million payout in 2007.

"It's like hitting the jackpot," says one broker who got a retention bonus, adding that anyone who left their firm before retention bonuses took off is "kicking themselves." For brokers who generate smaller amounts, such as $500,000 to $1 million a year in fees and commissions, retention payments often are pegged to future increases in volume.

A spokesman for Morgan Stanley declined to comment on the pay of individual brokers. Through a company spokeswoman, Mr. Curtis declined to comment.

At Merrill, the payments made about a year ago approached $10 million for a handful of brokers, according to a person familiar with the firm. The biggest recipients, based on the fees they generated, include Phil Scott, a Merrill broker in Bellevue, Wash., and Heliane Steden in New York, people familiar with the matter say. Top Merrill brokers were promised a one-time payment equal to 75% of certain fees and commissions in 2008, plus three smaller payments through 2012, if they remain at Merrill.

The payments reflect the growing appeal of brokerage operations, which churn out a generally reliable stream of profits and didn't blow up during the financial crisis as many trading desks and mortgage units did. Securities firms also feel vulnerable following recent defections by some star brokers who took big chunks of their business to other firms.

Brokerage firms "have little choice but to throw money at these brokers," says Alois Pirker, research director at consulting firm Aite Group LLC.

Some rivals, lawmakers and regulators aren't so sure. The Securities and Exchange Commission has been reviewing retention payments, though the agency has made no move to stop them.

"Firms are engaging in uneconomic behavior," complains an executive at a brokerage firm that has smaller retention bonuses for its brokers.

Payments for top producers aren't always tied to the broker's future commissions or the how well the investment advice given to clients pans out.

Most retention bonuses are triggered by mergers or acquisitions. But in a sign of the tidal wave unleashed by Citigroup, Morgan Stanley and Merrill, UBS AG offered retention-like awards in December to many of its brokers even though the Swiss firm hasn't done a big deal recently. Wells Fargo & Co., which didn't offer sweeteners when it bought Wachovia Securities parent Wachovia Corp. in 2008, but instead expanded an existing incentive system for brokers.

The retention bonuses are separate from signing bonuses routinely paid to lure away top brokers. In 2009, about 4,000 registered brokers at large firms moved to rivals, according to Discovery, a research firm in Shrewsbury, N.J. While defections have slowed in recent months, payments as a percentage of broker revenue keep rising.

Last week, Goldman filed a lawsuit in federal court in Atlanta against seven former employees in its private wealth-management group who left for Credit Suisse Group.

Goldman said in a court filing that one of the brokers told Goldman's office chief in Atlanta that the Swiss bank agreed to pay him $11 million to join the firm.

According to the suit, the broker said the move was motivated by "money only" and "would not benefit the clients he had serviced . . . even if they agreed to follow" him to Credit Suisse. After a court hearing, Goldman dropped the suit without explanation, according to court filings.

J.P. Morgan Chase & Co. sued six former brokers in the Detroit area when they jumped to Morgan Stanley Smith Barney in September. According to J.P. Morgan, the six brokers brought in $14 million a year and were offered "millions of dollars in guaranteed loans and other incentives," according to the federal-court lawsuit. The case is pending.

Among other eye-popping payments, Credit Suisse shelled out an estimated $20 million in 2008 to Citigroup broker Richard Zinman, according to people familiar with the situation. Citigroup Chief Executive Vikram Pandit offered to move some of his personal money to Mr. Zinman's supervision, but the broker left anyway.