Wells Fargo Board Actively Considering Executive Clawbacks -- Update
September 27 2016 - 1:22PM
Dow Jones News
By Emily Glazer
Wells Fargo & Co.'s board is actively considering whether to
claw back pay from former retail-banking head Carrie Tolstedt as
well as from Chief Executive John Stumpf, according to a person
familiar with the matter.
The board is deliberating in the wake of the bank's
sales-tactics scandal and could make a decision as soon as Tuesday,
the person said. The board wants to take action before Mr. Stumpf
returns to Capitol Hill; he is scheduled to testify Thursday before
the House Financial Services Committee.
A Wells Fargo spokeswoman declined to comment.
Clawbacks, or their absence, became a big focus of a Senate
Banking Committee hearing last week. Mr. Stumpf and the bank were
roundly criticized for firing 5,300 employees over five years yet
taking no action against top executives.
Ms. Tolstedt became a point of focus at the Senate hearing
because she oversaw the bank's retail banking operations during the
time in which regulators allege "widespread illegal" practices took
place. She stepped down from her role in July and is set to retire
at the end of the year. Her total compensation, including
accumulated stock and options earned over her 27 years at the bank,
could run about $90 million, according to a letter Wells Fargo sent
senators last week.
Wells Fargo has been on the hot seat since news spread that up
to 2 million unwanted or fictitious customer accounts were opened
by its employees in an effort to meet sales goals. The bank this
month entered into an enforcement action and paid a $185 million
settlement to two regulatory agencies and the Los Angeles City
Attorney's office.
In response to heated questions about Ms. Tolstedt's
compensation during the Senate hearing, Mr. Stumpf said that is a
matter for the board's human-resources committee. While Mr. Stumpf
is chairman of the board, he isn't a member of that committee,
which is led by Lloyd H. Dean, president and chief executive of
Dignity Health, a San Francisco-based not-for-profit health-care
system.
His answer, though, brought a rebuke from one senator. "The
board should have already acted to claw back those salaries," Sen.
Heidi Heitkamp (D, N.D.) said at the hearing. "If you had come here
and said, the board now is clawing back, these are the things that
we're doing...you would be in a lot better position sitting in that
chair right now."
The board last week tapped Shearman & Sterling LLP to advise
it on whether it should claw back pay from top executives, The Wall
Street Journal reported.
Wells Fargo, like other banks, has detailed clawback policies
and provisions. "Wells Fargo has strong recoupment and clawback
policies in place" in part to discourage its senior executives from
taking "imprudent or excessive risks that would adversely affect
the company," the bank said in its latest proxy statement.
Clawback triggers include misconduct that has reputational harm
to the bank; improper or grossly negligent failure, including in a
supervisory capacity, to monitor or manage material risks to the
bank or business group; and a material failure of risk management,
among others.
In 2013, Wells Fargo agreed to enhance its clawback policy in
exchange for New York City pension funds dropping a related
shareholder resolution proposed by the city comptroller's office.
New York City pension funds own almost $500 million in Wells Fargo
stock.
Under the revised policy, bank directors can recover pay from
employees engaged in misconduct and from executives who supervised
them.
Mr. Stumpf's total pay package for his 35 years at the bank adds
up to about $160 million, according to an independent analysis by
human resources consultancy Overture Group LLC. That includes stock
awards, stock options and performance shares, among other aspects
of his pay package, based on the bank's Sept. 26 share price of
$45, according to Mark Reilly, a managing director of Overture.
"This bank needs to regain trust from both the public and
investors, and clawing back profits from senior management would be
a step in the right direction," New York City Comptroller Scott M.
Stringer said in a statement.
Write to Emily Glazer at emily.glazer@wsj.com
(END) Dow Jones Newswires
September 27, 2016 13:07 ET (17:07 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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