S1790-118

2. Clawback Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C. 1818(b)) is amended by inserting after paragraph (8) the following: In this paragraph: The term covered compensation means— salary; bonuses; any compensation that is granted, earned, or vested based wholly or in part upon the attainment of any financial reporting measure or other performance metric; equity-based compensation; time- or service-based awards; awards based on nonfinancial metrics; and any profits realized from the buying or selling of securities. The term covered party means an entity described in subclause (II) with respect to an insured depository institution that caused more than a minimal financial loss to, or a significant adverse effect on, the insured depository institution. An entity described in this subclause is any of the following: Any director, officer, or controlling stockholder (other than a bank holding company or savings and loan holding company) of, or agent for, an insured depository institution. Any other person who has filed or is required to file a change-in-control notice with the appropriate Federal banking agency under section 7(j). Any shareholder (other than a bank holding company or savings and loan holding company), joint venture partner, and any other person as determined by the appropriate Federal banking agency (by regulation or case-by-case) who participates in the conduct of the affairs of an insured depository institution. A covered party with respect to an insured depository institution with total assets more than $10,000,000,000 is liable to the Corporation for any covered compensation clawed back under clause (ii). In the case of insolvency, resolution, or the appointment of the Corporation as receiver of any insured depository institution with total assets more than $10,000,000,000, the Corporation shall claw back all or part of the covered compensation received by any covered party with respect to the insured depository institution during the preceding 3 years. Any covered compensation clawed back under this subparagraph shall be deposited into the Deposit Insurance Fund. (9)Clawback(A)DefinitionsIn this paragraph: (i)Covered compensationThe term covered compensation means—(I)salary;(II)bonuses;(III)any compensation that is granted, earned, or vested based wholly or in part upon the attainment of any financial reporting measure or other performance metric;(IV)equity-based compensation;(V)time- or service-based awards;(VI)awards based on nonfinancial metrics; and(VII)any profits realized from the buying or selling of securities.(ii)Covered party(I)In generalThe term covered party means an entity described in subclause (II) with respect to an insured depository institution that caused more than a minimal financial loss to, or a significant adverse effect on, the insured depository institution.(II)Entities describedAn entity described in this subclause is any of the following:(aa)Any director, officer, or controlling stockholder (other than a bank holding company or savings and loan holding company) of, or agent for, an insured depository institution.(bb)Any other person who has filed or is required to file a change-in-control notice with the appropriate Federal banking agency under section 7(j).(cc)Any shareholder (other than a bank holding company or savings and loan holding company), joint venture partner, and any other person as determined by the appropriate Federal banking agency (by regulation or case-by-case) who participates in the conduct of the affairs of an insured depository institution.(B)Clawback(i)Liability of covered partyA covered party with respect to an insured depository institution with total assets more than $10,000,000,000 is liable to the Corporation for any covered compensation clawed back under clause (ii).(ii)Required clawbacksIn the case of insolvency, resolution, or the appointment of the Corporation as receiver of any insured depository institution with total assets more than $10,000,000,000, the Corporation shall claw back all or part of the covered compensation received by any covered party with respect to the insured depository institution during the preceding 3 years.(iii)DepositAny covered compensation clawed back under this subparagraph shall be deposited into the Deposit Insurance Fund..