Last week, Wells Fargo CEO John Stumpf testified before the Senate Banking Committee after the bank paid fines for creating over 2 million fake customer accounts to boost their sales growth statistics. Stumpf, under fire from senators demanding that the bank claw back executive bonuses as punishment for the scandal, insisted that any such decision would be made by a committee of the board of directors that handles compensation issues.
That board is made up of five current and former CEOs and executive chairpeople who have enjoyed giant salaries throughout their careers. Pulling the trigger on clawbacks would force them to turn on the system that made them rich. They’d also have to bite the hand that feeds them a steady supply of Wells Fargo stock.
This is a common situation, and it helps explain why executive compensation has inflated in recent decades. Corporate CEOs sit on one another’s boards and approve oversized pay packages, in the expectation that they will get the same treatment from their board in return. Some, like Stumpf, serve as both the CEO and board chairperson simultaneously.
Stumpf has said that he would make no recommendations to the board on whether they should claw back any of his compensation, or that of his fellow executives.
The Human Resources Committee of the Wells Fargo board evaluates and approves executive compensation plans for the bank. Here are its five members:
In addition to the millions bestowed upon them by their own boards, these current and former CEOs receive a generous stipend for being on the board of Wells Fargo. According to the company’s most recent proxy statement, in 2015 Chen made $279,027; James made $293,027; Sanger made $382,027; Dean made $346,027, and Engel made $331,027. The majority of those payments came in the form of stock as well.
Top executives often receive stock instead of a base salary because of a Bill Clinton-era law exempting “performance-based” pay from a cap on corporate tax deductions for executive compensation.
Under Wells Fargo’s self-imposed “clawback” policy, the Human Resources Committee can revoke executive stock awards in the event of misconduct, including anything that causes the company reputational harm or a failure in risk management. While companies rarely enforce these provisions, as former FDIC chair Sheila Bair told CNBC when the false account scandal broke, “If you’re going to use clawbacks, this would be the situation.”
At last week’s hearing, senators of both parties urged Wells Fargo to use the clawback provision, particularly for Carrie Tolstedt, the former head of community banking (chief overseer of retail account sales) who retired this year with career earnings of $125 million. Were Stumpf to retire, he would receive $123.6 million in his own right.
“To not invoke some degree of clawback for yourself and others involved would be committing malpractice from the standpoint of public relations,” said Sen. Bob Corker, R-Tenn., at the hearing. Stumpf replied that any decisions on clawbacks would result from “a board process.”
Federal regulators do not actually have to hope the collection of CEOs on the Wells Fargo board will reject personal self-interest and claw back executive pay. The Consumer Financial Protection Bureau and Office of the Comptroller of the Currency both have the authority to impose a civil money penalty on individual executives but declined to do so in the Wells Fargo case. Despite the fact that Wells Fargo was fined $190 million in the fake accounts scandal, the executives responsible for the misconduct have paid no price.