It makes perfect sense that Bank of America is pursuing Robert Kelly, chief executive of Bank of New York Mellon, to replace Ken Lewis as CEO.

As master custodian for the government's bailout programs, which included BofA, BONY has solid relationships with the government players involved and knows in intimate detail the intricacies of the bailout programs (see EMac Stock Watch: "Treasury Concern About Conflicts at BONY Mellon").

And it also makes perfect sense why BofA swiftly paid back its $45 billion in TARP bailout money in order to chase after Kelly. By paying back TARP, BofA unshackled itself from the pay czar caps to better woo Kelly, since Kelly gets lucrative executive pay and perks that could put him in violation of the pay czar's limits.

Kelly pocketed $33 million in executive pay in 2008 and 2007. The bank also paid for Kelly's various perks, including the use of its jet, plus his own chauffeur, parking, club dues, home security--and his IRS bills to pay for all of these perks. A more detailed breakdown of his compensation is noted below.

As the prime contractor for the bailout programs, BONY Mellon also is charged with ensuring that TARPed banks certify they are in compliance with the pay czar's executive compensation restrictions.

A CEO known for his smart, diplomatic stature, Kelly would bring to BofA his strong relationships with government officials in his capacity as chief overseer of the government's bank bailout programs.

In this role, BONY Mellon performs all of the government's bailout investment and loan bookkeeping, reporting, custody services, "and maintains a subsidiary ledger feeding the Treasury's own primary ledger of its [bailout] investments," a Treasury official says.    

Bank of New York Mellon also carries a sterling pedigree. It was built on two banks run by former Treasury secretaries, Alexander Hamilton, who founded the Bank of New York in 1784, and about a century later, Andrew Mellon, who ran his family's bank that helped finance Pittsburgh's transformation into a steel-making center, reports indicate.

BONY Oversees BofA Bailout Programs

As a custodial bank, Bank of New York occupies a vital but little-noticed niche of the financial services industry, in which it tracks as a corporate trustee $23 trillion worth of assets for endowments, mutual funds and pension plans.

Because of its strengths here, it beat out 70 other competitors to win the government contract as master overseer of various Treasury Dept. and Federal Reserve bailout programs, including the Treasury's Troubled Assets Relief Program (TARP), which has invested in banks, including Bank of America, Merrill Lynch, Citigroup, Goldman Sachs, Morgan Stanley, and Wells Fargo.  

BONY Mellon is also the master custodian for the Treasury's "Targeted Investment Program" (TIP), which for now covers Bank of America and Citigroup.

And it is the prime contractor for the "Term Asset-Backed Securities Loan Facility" (TALF), the Treasury's "Systemically Significant Failing Institutions Program" (SSFIP) which for now covers only AIG, and BONY Mellon also receives fees as custodian for the "Automotive Industry Financing Program.”

BONY's TARP Funds

After it won the government contract, worth $20 million over three years, BONY Mellon then received $3 billion in TARP funds, after selling preferred shares to the US Treasury. The Treasury also received warrants in BONY Mellon, a Treasury official says.

The bank had surprised Wall Street when it was found to have held $1.5 billion of subprime asset-backed securities and $179 million of asset-backed collateralized debt obligations, credit derivatives built during the bubble.

BONY took a severe 68% haircut to earnings in the fourth quarter of 2008 largely because of these positions. The TARP money it received helped smooth over those problems.  

BONY says it has had for some time now internal programs in place to protect itself from any potential conflicts of interest over its master custodian contract and its TARP funding.

Kelly and the Pay Czar

The pay czar restrictions limit the tax deduction for senior executive officers to amounts at or below $500,000 per year, without any exemption for performance-based compensation.

There are also restrictions on any golden parachute payments to a top executive.

And the pay czar requires company boards to have a company-wide policy regarding excessive or luxury expenditures. TARP also forces a CEO and chief financial officer to annually certify compliance with the law's new pay restrictions.

How would the pay czar restrictions affect Kelly?

Here's what Mr. Kelly received from BONY Mellon:

Salary: $975,000 in 2007; $994,000 in 2008

Bonus: $7.5 mn in 2007; none in 2008 (likely due to the TARP restrictions)

Stock awards: $3.6 mn in 2007; $5.2 mn in 2008

Options awards $2.1 mn in 2007; $4.6 mn in 2008

Pension and deferred compensation: $4.3 mn in 2007; $2.2 mn in 2008

Relocation from Pittsburgh to New York: $845,696 in 2007; $11,421 in 2008

Company car and driver $178,879 in 2007; $186,000 in 2008

Personal use of corporate aircraft: $84,711; $11,700 in 2008

Financial planning services: $66,748 in 2007

Personal car and related expenses: $16,330 in 2007

Club memberships: $12,830 in 2007; $8,500 in 2008

Parking: $4,669 in 2007

Home security: $1,940 in 2007; $4,600 in 2008

401 (k) contributions: $10,125 in 2007; $10,219 in 2008

Insurance premiums: $1,306 in 2007; $98,545 in 2008

IRS Bill for personal perks: $437,993 in 2007; $9,095 in 2008

Elizabeth MacDonald joined FOX Business Network (FBN) as stocks editor in September 2007 and is the author of Skirting Heresy: The Life and Times of Margery Kempe (Franciscan Media, June 2014).
Follow Elizabeth MacDonald on Twitter @LizMacDonaldFOX.