A top banker was about to be made CEO but his pay package was too big so the offer was yanked

  • Andrea Orcel was named Santander's CEO in September after spending several years as UBS AG's top dealmaker.
  • In leaving UBS, Orcel risked losing tens of millions of dollars in deferred compensation, which Santander decided it was unwilling to cover.
  • Deferred compensation in the form of cash and stock has been Wall Street's go-to way to reward executives since regulators started cracking down on pay practices after the financial crisis.
Andrea Orcel
Chris Ratcliffe | Bloomberg | Getty Images
Andrea Orcel

Banking is known for its long hours and commensurately high paychecks. But it doesn't always work out.

Prominent European investment banker Andrea Orcel found that out the hard way this week, after losing a plum job as CEO of Spain's Santander. He was named to the post in September after spending several years as UBS' top dealmaker. He even left the Swiss banking giant to take a required six-month leave before starting his next chapter.

On Tuesday, Santander's board announced he wouldn't be taking the job after all, mostly because he was just too expensive. It seems he left behind tens of millions of dollars in deferred pay at UBS that neither UBS nor Santander were prepared to fork over and he wasn't willing to give up.

"It has now become clear that the cost to Santander of compensating Mr. Orcel for the deferred awards he has earned over the past seven years, and other benefits previously awarded to him, would be a sum significantly above the Board's original expectations at the time of the appointment," Santander's board said in a statement.

Jose Antonio Alvarez will continue in the CEO role without change, the bank said.

It isn't unprecedented for a bank to pay an incoming executive for money left on the table at a previous employer. UBS itself paid Orcel the $26 million to cover deferred cash and stock compensation he left behind after 20 years at Merrill Lynch when he joined the Swiss bank as its investment bank chief in 2012.

But shareholders and regulators in the U.S. and Europe have been particularly sensitive to outsize compensation for top bankers since the 2008 financial crisis.

In early 2009, Citigroup was forced to sever ties with star energy trader Andrew Hall after his $98 million bonus raised alarms with the Treasury Department, which was reviewing banker pay after bailing out Citi and other institutions. Citi sold Hall's energy trading division to Occidental Petroleum that year rather than take up the fight with him.

Three years later, Citi shareholders voted down then-CEO Vikram Pandit's $15 million pay package as part of a broad shareholder push against executive pay. It was a symbolic, nonbinding vote but sent a message, led by large investors like the California Public Employees' Retirement System.

More recently, Dutch banking giant ING Groep had to abandon plans last year to raise is CEO's pay after a political and public outcry.

Deferred pay, a lot of it in the form of restricted shares that vest over time, became the way Wall Street paid bonuses after large cash payouts became unpalatable after the financial crisis. "Regulators love the idea of having a large bucket of money that can be forfeited for bad behavior," said Alan Johnson, a Wall Street compensation consultant.

But usually such matters are discussed and settled behind closed doors and more often than not, executives departing for a competitor risk giving up pay. "You quit, you lose," Johnson said.

Santander's statement on Tuesday suggested it wasn't aware of just how much Orcel had on the line. They had agreed on pay that was in line with that of Alvarez, it said. "It was not, however, possible to determine in advance the final cost of the Group's share of compensating Mr. Orcel for the remuneration awards, made to him by his previous employer, that would have been foregone," the statement said.

Instead Santander proceeded with his hiring based on an estimate, and expectations that his former employer would chip in "due to the nature of the relationship between the two organizations and the different activities carried out by each institution."

Big payments to lure top talent may be more typical for a bank like UBS, which caters largely to big corporations, investment funds and wealthy families, like Spain's Botin family, which has run Santander for four generations.

Madrid-based Santander, one of Europe's largest lenders, has a sprawling retail base that includes parts of the U.S., and the board, led by Ana Botin, seems to be sensitive to public perception.

"Santander is a retail and commercial bank with significant responsibilities to the societies in which it operates," Botin said in Tuesday's statement. "In making this decision we have had to balance the respect we have for all of our stakeholders — the millions of people, customers and shareholders we serve — with the very significant cost of hiring one individual, even one as talented as Andrea, by compensating for the loss of a significant proportion of seven years of his past remuneration."