Updates with quote from Harvard professor
CHARLOTTE, N.C. (
) -- As
Bank of America
's board continues to size up CEO candidates, it is also weighing the impact its succession plan will have on top executives vying for the job.
The board has 78 days to select a replacement for Ken Lewis, who will leave the bank at year-end, though BofA spokesman Robert Stickler says he assumes the announcement will come "a lot sooner."
The six-member CEO search committee, led by Chairman Walter Massey, is strongly considering a plan that would put in place a temporary leader for a year or two. That would give the firm the flexibility to bring in an outsider -- as
-- while giving top executives a chance to prove their merit for a longer-term role.
If the board picks a more permanent replacement now, it could cause more departures within the deputy ranks. At least six executives have been named as potential successors to Lewis, who said explicitly in August that he was placing "a number" of them in a position "to compete to succeed me at the appropriate time."
A person familiar with the candidates and negotiations says that two leading contenders -- Chief Risk Officer
, the head of consumer and business banking -- are not likely to leave the bank, whether or not they are chosen for the top spot. Curl because he is 62 and didn't expect to become CEO if Lewis had stayed on until retirement, as most assumed he would. Moynihan because he is 49 and "has a lot of years in front of him to become the CEO of BofA," a role he also didn't foresee in the short-term either.
Stickler, the BofA spokesman, says it's "premature" to speculate on what may occur, but he also downplays the suggestion that top executives will head for the exits, given the potential for an interim replacement. He adds that it's "impossible to say" whether an outside candidate would want his own management team.
"It depends on who gets the CEO job," he says. "If you've got somebody in there that's just going to stay for a couple of years, then
current executives would want to stay and work hard."
Lewis had planned to stay on board long enough to prime his top successor choice for the difficult task of running the country's largest bank. But as investigations into the Merrill acquisition heated up, Lewis chose to resign, an abrupt reversal that even surprised some board members.
Most corporate behemoths at some point go through periods of contentious turnover, foreshadowing what may happen at BofA. In fact, though a select few big banks - namely
- still have the same leadership they did at the start of the financial crisis, there has been huge turnover in the financial industry over the past few years.
"Just look down the hall of fame at all the large financial concerns, and they all have new CEOs," says Claudia Allen, chair of corporate governance at the law firm Neal Gerber & Eisenberg.
Lewis had hoped for an outcome that would be more evocative of
, and his own rise to power.
Hired as a credit analyst in 1969, Lewis was soon promoted from to area manager at what was then
. His predecessor, Hugh McColl, had favored Lewis to be the next CEO long before he took the reins in 2001. McColl granted Lewis positions that exposed the burgeoning leader to new businesses and responsibilities. As he moved up the ranks from the late 1970s through the 1990s, several longtime executives -- including director Frank P. Bramble and former CFO James H. Hance -- left BofA as it became clearer that they would be passed over for the top slot.
The modern-day Lewis is arguably Moynihan, who moved up the ranks from a lawyer at FleetBoston to his most recent promotion in August. While Moynihan gained a reputation as Lewis' right-hand man, a report in the
New York Times
on Wednesday indicated that the opposite was true. Lewis had actually wanted to fire the rising star last December, according to the
, but at least two directors stymied Lewis' effort. The directors and Moynihan had joined BofA from FleetBoston, adding credence to the "us vs. them" rift within the company between Southerners and New Englanders. (Lewis is a native of Mississippi who attended Georgia State before joining NCNB at the age of 22.)
Those factions are split between Moynihan and Curl, who joined BofA with its acquisition of Boatmen's Bancshares in 1996 and has served as a key engineer of the bank's megadeals over the past decade. However, outsiders are still very much in play, with the board retaining the services of executive recruiting firm Russell Reynolds to assist in the search and interview process.
Other internal contenders include Sallie Krawcheck, a former
top gun who runs global wealth and investment management; Thomas Montag, a former Merrill executive who heads global markets; Barbara Desoer, who runs the mortgage and insurance divisions; and CFO Joe Price who joined BofA in 1997 after performing its accounting services at PricewaterhouseCoopers.
The source who is familiar with the situation says that those dark-horse candidates probably won't leave either, since they had no "reasonable expectation" of taking the reins.
"I do not believe they would leave unless they do not get along with the new CEO or the new CEO has someone that he or she wants to put in those jobs," says the source, who requested anonymity because comments were not authorized by the bank.
Krawcheck has only been in her job for a few months, while Price and Desoer have long histories at the firm and are not characterized as desperately seeking the job to begin with. Montag appears to have wanted the job badly enough to hang on through a wave of defections. He was among three top Merrill executives who initially decided to remain on board following the merger, and the only one who stayed past January.
Still, ambitious executives have a tendency to leave when brushed over for the top spot. For instance,
's legendary leader Jack Welch retired in 2001 after more than 40 years at the industrial conglomerate. Ahead of his retirement, Welsh positioned three contenders to compete to replace him, two of whom left when Jeff Immelt succeeded in the race. Immelt still leads GE today, while James McNerney moved on to run
, and Robert Nardelli led
and then Chrysler, until its bankruptcy earlier this year.
"Frequently in the race for a CEO spot, many people who are passed over will choose to leave for 'personal reasons,'" says Allen of Neal Gerber & Eisenberg. "They may still want to be a CEO and see other corporations as a place for them to do that."
Several Wall Street analysts have warned that such an outcome could hurt BofA. . For instance, notes Harvard Business School professor Michael Beer,
, brought in Carly Fiorina in 1999 to boost performance as HP trailed other technology companies during the dot-com boom. Fiorina oversaw the layoffs of thousands of HP employees and "liquidated six decades of experience," Beer says, without doing much to help the tech company's fortunes. She was replaced by Mark Hurd, another outsider from NCR Corp., who has been much more successful because of his operational strategy.
"Bank of America has been largely a success story and there's a deep culture that's been there for a long time, and that's not necessarily bad," says Beer, who runs a consulting firm called Truepoint and has written
about corporate leadership. "If you just replace a whole bunch of people wholesale, that's going to destroy the culture."
Nancy Bush, an independent analyst who has covered the bank industry since 1982, knows Moynihan and other candidates well. However, she says institutional investors "overwhelmingly favor" an external candidate who isn't tied to BofA's "recent string of disasters" and can bring about true change.
Bush adds that, whatever the board decides, it needs to do it soon.
Time to fish or cut bait," Bush wrote in a blog post on Tuesday. "The 'interim' CEO versus the 'emergency' CEO versus the 'permanent' CEO versus the 'internal or external' CEO -- it's all just getting tiresome and silly, and making the board look like a bunch of morons."
-- Written by Lauren Tara LaCapra in New York