BofA's Board Shuffle An Ode to Shareholders

Paulson's Wall Street alma mater, Goldman Sachs (GS), has been criticized -- or heralded, depending on the point of view -- for its close ties to Washington amid the financial crisis, bailout benefits and regulatory overhaul.

Even if Massey succeeds in getting the right mix and number of professionals, another factor that may be overlooked, Westphal adds, is how well they work together. It may take some time for the new board to be effective, even if it has the right mix of professionals.

B. Espen Eckbo, a corporate governance expert at Dartmouth College's Tuck School of Business, also notes that while boards are supposed to provide checks and balances against executive leadership, there is often a lack of independence, even among directors who never worked at the specific institution. BofA's board had a reputation for being an old boys' network of Lewis supporters who stood behind the embattled CEO even as shareholders cried out for his ouster.

"Perhaps it is time to deviate from the old model somewhat, where one narrows the director search down to current and former CEOs of other similar companies," says Eckbo. "In fact, it is likely that other types of candidates may exhibit stronger independence -- an example may be a military commander."

His argument may have some merit. Oddly enough, Gen. Franks was the most popular director among shareholders, receiving 93.4% approval in the vote.

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