A move by Wells Fargo's (WFC) - Get Report board to cancel a total of $60 million in stock awards to CEO John Stumpf and retiring consumer banking chief Carrie Tolstedt isn't expected to appease lawmakers awaiting a chance to excoriate the mega-bank's chief executive at a hearing Thursday over a cross-selling scandal that led workers to create up to 2 million unauthorized customer accounts.
"Expect lawmakers to be clamoring for a more radical clawback, as shareholders should be clamoring for," said Boston University Law Professor Cornelius Hurley. "From compensation standpoint the clawbacks are a gesture at best."
The hearing comes after Wells Fargo earlier this month was fined $185 million by the nation's consumer protection agency over the bogus consumer credit card and savings accounts. Seeking, in part, to limit the public relations damage from the scandal, Wells Fargo's independent directors are requiring Stumpf to forfeit unvested equity awards valued at about $41 million. In addition, Tolstedt, the executive who oversaw a division that created unauthorized customer accounts, agreed to lose $19 million in unpaid equity awards. She also won't be paid a bonus this year, nor will she receive severance pay or any pay enhancement related to retiring, the company said.
The mega-bank's board also announced that, working with the board's human resources committee and independent counsel, Shearman & Sterling, it will conduct an independent review into sales practices that created sales targets. The investigation will also examine whether more "compensation actions" need to be taken before new bonuses or awards are approved early next year.
Isaac Boltansky, analyst at Compass Point LLC in Washington, said the announcement should be viewed as a modestly positive step since "executive compensation questions were central" in a Senate hearing last week. However, he also said the actions are highly unlikely to "blunt the haranguing" Stumpf will receive. "Our sense is that lawmakers in both parties will characterize this announcement as purely political and far short of equitable," Boltansky said.
Boltansky said he continues to expect the hearing will be "even more contentious, lengthy, and uncomfortable" than Stumpf's appearance before the Senate Banking Committee last week. The House hearing will likely involve nearly 60 lawmakers seeking to make their point, significantly more than the 22 senators that make up the Senate Banking Committee.
Nevertheless, Democrats and Republicans are expected to focus on the scandal from two different angles, with GOP lawmakers focusing their attention partly on criticizing the Consumer Financial Protection Bureau, the agency responsible for the fine, for failing to identify the scandal earlier.
"What you will have is essentially two parallel hearings going on - one into Stumpf and management of the bank and the other into the CFPB and its investigation of the scandal," said Hurley.
The Republican strategy is driven partly by their efforts to revise the structure of the CFPB from its current makeup that includes a single director to one with a bipartisan five-person commission. The House Financial Services Committee, under the oversight of panel chief Jeb Hensarling, R-Texas, earlier this month approved the Financial Choice Act on a partisan basis. The package seeks to provide relief from the Dodd-Frank Act, written in the wake of the 2008 financial crisis, and includes a provision to restructure the consumer agency and change its funding structure to one that is subject to congressional oversight and appropriations.
To bolster the GOP legislation, Hensarling and other Republicans are likely to raise concerns about why allegations of unauthorized accounts were first reported by the Los Angeles Times in 2013 but it took three more years for the CFPB to file charges.
Nevertheless, even with such points, regulatory observers contend that the hearing and outrage around the scandal is likely to shield the CFPB from efforts to restructure its makeup. Democrats are likely to point out that consumer protection was a serious problem in the lead up to the 2008 crisis that led to the formation of the CFPB. They likely will shift their line of attack to focus questions on how the scandal suggests that Wells Fargo is too big to fail and too big to manage and should be broken up.
"Democrats will raise the issue of too big to manage," Hurley said. "If Wells Fargo was too big to manage before the scandal came to light how do you manage it when the CEO is spending 99% of his time focusing on this issue and not the whole business."
In addition, Hurley argued that the scandal and subsequent fine makes the overall argument for the existence of the CFPB even stronger. "Hensarling and his crowd would have done away with CFPB in its entirety," Hurley said.
More broadly, regulatory observers believe that the scandal is likely to strengthen the influence of community bankers and complicate efforts by Republican lawmakers on Capitol Hill to provide regulatory relief for banks from the Dodd-Frank Act.
"Where is the back, back burner?" said Hurley about where on the priority list the scandal will place Dodd-Frank relief to big banks.
Sen. Sherrod Brown, D-Ohio, the top Democrat on the Senate Banking Committee, issued a statement Wednesday that provides a likely preview of what to expect from Democratic lawmakers in the House Thursday. Brown said the announcement is a step in the right direction but still leaves lots of unanswered questions. "We still don't know how many customers were harmed and how long this fraud continued," Brown said. "We also don't know how many low-paid employees got fired for failing to meet quotas that Wells Fargo now recognizes were too high."
Meanwhile shareholder groups are moving full-steam ahead with efforts to shake up Wells Fargo's board, even after the clawbacks were announced. CtW Investment Fund, an organization that advises pensions for unions belonging to the Change to Win labor group, launched a campaign last week urging the embattled bank to add two directors to its board who understand human capital management. The fund advises funds representing roughly 12 million Wells Fargo shares.
"We think the clawbacks announced last night are a first step, but this board needs new directors with clear expertise and experience in overseeing human capital management, which it currently lacks," said CtW research director Richard Clayton.
What does all of this mean for investors? Technical analyst Bruce Kamich of Real Money, our sister site for active traders, writes that WFC's price chart "looks vulnerable," adding that "the scapegoat approach doesn't seem to be working." You can read Kamich's full analysis here.