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This Wall Street CEO Earned His Pay

By Morgan Housel - Updated Apr 5, 2017 at 7:02PM

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In defense of John Thain.

Well, it's over. Merrill Lynch (NYSE:MER) shareholders approved the merger with Bank of America (NYSE:BAC), paving the way toward the formation of one of the largest financial institutions in the world, and ending Mother Merrill's independence.

For Merrill shareholders, the deal should come with a sigh of relief. Does anyone really believe Merrill would have survived more than a few hours after Lehman Brothers collapsed, if B of A hadn't opened its arms wide? The market's attitude toward rickety financial institutions at the time was to focus attention on one victim, wait until it failed, then shift all pessimism and short-selling resources to whatever company was next to walk the plank. Sure enough, within days of Lehman's collapse, AIG (NYSE:AIG), Goldman Sachs (NYSE:GS) and Morgan Stanley (NYSE:MS) were all staring death in the face.

Now that the deal with B of A is close to completion, Merrill's CEO John Thain has suggested that he's entitled to a $10 million bonus for one year's work -- on top of his $15 million signing bonus, of course. Not surprisingly, investors and regulators are up in arms over Thain's bravado in asking for such princely sums for his one-year reign -- a year that left shareholders down 75%, amid more than $11 billion in losses. Who does this guy think he is?

He's the guy who just saved your butt
It's easy to boo Thain for his colossal payday, but come on -- if there's one Wall Street executive who actually deserves what he's asking for, it's Thain.  

Let's start by noting that almost none, if any, of the losses Merrill coughed up in the past year had anything to do with Thain. The writedowns of mortgage-backed securities, and the losses stemming from ridiculous leverage, were the creation of Thain's predecessor, Stan O'Neal. Thain's job has been to clean up, not create, that mess. For comparison's sake, O'Neal earned nearly $100 million from 2006 to 2007, and he walked away with an additional $161.5 million golden parachute when Thain took over. Now that's unjustified compensation!

Second, let's point out the success of Thain's biggest job while heading Merrill: selling the company in a matter of hours while the Grim Reaper knocked at the door. Isn't that worth its weight in gold? Shareholders can belittle Thain for a collapse in the share price, but consider  that any other mediocre CEO would have likely sat back and watched the firm collapse in utter disbelief (as, ahem, Lehman Brothers CEO Dick Fuld did). After everything Wall Street's been through, Merrill still has a market cap of more than $23 billion -- a figure that very realistically could have been a big fat zero, had Thain not risen to the occasion back in September.

Don't shoot the messenger
For the same reason I support the $700 billion bailout, I think it's important to consider what the outcome would have been if things were handled differently, rather than just gawking at the current price tag. Sure, Thain will walk away with money falling out of his pockets, while shareholders lick their wounds. But it's hard to argue that he did anything but prevent those wounds from festering into a death sentence.

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Fool contributor Morgan Housel doesn't own shares in any of the companies mentioned in this article. Bank of America is a Motley Fool Income Investor recommendation. The Motley Fool is investors writing for investors.

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