Wells Fargo said Monday that two former senior executives, including its longtime chief executive John Stumpf, must forfeit an additional $75 million in compensation after a scathing internal report found that they did too little to rein in the abusive sales practices that have rocked the mega-bank.
Stumpf, who stepped down in October, will lose an additional $28 million in bonus money and the bank is taking $47 million from another former high-ranking executive, Carrie Tolstedt. Stumpf and Tolstedt had already given up $41 million and $19 million in compensation, respectively.
The “clawbacks” of executive pay by the company are among the largest in history and a sign that big U.S. banks feel increasingly under pressure to show the public that they can hold themselves accountable for corporate wrongdoing.
Senior Wells Fargo executives knew as far back as 2002 — nearly a decade earlier than initially disclosed — that bank employees were setting up fake accounts that customers didn’t want in order to meet aggressive sales goals, according to the 113-page report by the bank’s independent directors. Tolstedt was allowed to manage the bank’s massive retail banking operations with little oversight and repeatedly played down concerns that employees were engaged in risky behavior, the report found.
“Stumpf was by nature an optimistic executive who refused to believe that the sales model was seriously impaired,” the report stated. “His reaction invariably was that a few bad employees were causing issues, but that the overwhelming majority of employees were behaving properly.”
Stumpf did not immediately respond to a request for comment through his attorney. He has apologized in the past for not being more vigilant, even as he insisted most employees behave ethically. Tolstedt’s attorney was defiant.
“We strongly disagree with the report and its attempt to lay blame with Ms. Tolstedt. A full and fair examination of the facts will produce a different conclusion,” Enu Mainigi, of the law firm Williams & Connolly, said in a statement.
The report, which took six months to compile, is likely to do little to quiet Wells Fargo’s critics. Two influential shareholder advisory firms are calling for significant changes at the bank, including the ouster of all of its incumbent board members. And Stumpf and Tolstedt are only giving up a fraction of the $280 million and $100 million they earned, respectively, between 2011 and 2016, critics note.
“Despite the clawback, I still feel that Stumpf is getting off easy,” said Sarah Anderson, global economy project director for the Institute for Policy Studies, a social justice think tank.
Wells Fargo admitted last year that it had fired 5,300 employees between 2011 and 2016 for opening fake accounts. But, according to the report, Stumpf was notified of a problem at one of the bank’s Colorado branches in 2002 that led to “mass termination” of bank employees. An internal investigation at the time found that many branch employees in Colorado were gaming the system to meet sales goals, including issuing customers debit cards without their consent.
Several employees were fired or resigned but not all of them, the report found. There were similar large-scale terminations for such conduct over the next decade, the report said, yet top executives repeatedly failed to look at what the root problem might be.
While the report said Stumpf, who spent more than 30 years at the bank, was ultimately responsible for the scandal, it lays much of the blame on Tolstedt, who ran the bank’s community banking division, encompassing some 6,000 branches.
The report described a pressure cooker sales operation in which reaching aggressive new account goals often overshadowed repeated complaints about employees’ risky behavior.
“The Community Bank identified itself as a sales organization, like department or retail stores, rather than a service-oriented financial institution,” the report said.
Some employees went to dizzying lengths to meet the sales goals. One branch manager had a “teenage daughter with 24 accounts, an adult daughter with 18 accounts, a husband with 21 accounts, a brother with 14 accounts and a father with 4 accounts,” the report said. Another senior executive had district managers dress up in themed costumes during periodic reviews, then run a “gauntlet” to a whiteboard where they reported how many sales they had completed.
Wells Fargo gave managers wide latitude to run their divisions. When confronted with concerns about the aggressive sales goals, Tolstedt and those in her inner circle were “defensive and did not like to be challenged or hear negative information,” the report said.
Tolstedt was “scared to death” that changes would hamper sales growth, the report found.
Stumpf was interviewed as part of the probe, but Tolstedt declined to be interviewed on the advice of her attorney.
The independent board members who spearheaded the internal investigation acknowledged in the report that they too were slow to aggressively call for changes at the bank. Several board members said they felt misled about the scale of the problem and did not learn that 5,300 employees had been fired for setting up the sham accounts until last September when regulators stepped in and fined the bank.
Senior executives did not tell the board that the problems plaguing the community banking division amounted to a “noteworthy risk” until 2015, the report found. The abusive sales practices were considered “a problem of relatively modest significance, the equivalent of a tolerable number of minor infractions or victimless crimes,” the report said. “This underreaction to sales practice issues resulted in part from the incorrect belief, extending well into 2015, that improper practices did not cause any ‘customer harm’.”
Board members should take more responsibility for not detecting the problems earlier and cut some of their own pay, said Alan M. Johnson, a compensation expert. “I think they should have given up a significant amount of pay as well, but they don’t seem to be inclined” to do that, he said. The bank’s board members earn about $300,000 to $480,000 in cash and stock every year.
Since the scandal erupted, the report praised the progress Wells Fargo has made to address the problem. The report, conducted for the board by the law firm Shearman & Sterling, generally left the current chief executive, Timothy J. Sloan, unscathed. Sloan, who has been at the bank for about 29 years, said the bank was focused on mending fences with customers.
The bank has ditched the sales goals and spent more than $3 million reimbursing thousands of customers who were charged fees for accounts they didn’t authorize. Wells Fargo has also rehired about 1,000 former employees, many of whom either stepped down or were fired when they struggled to meet the aggressive sales goals set by the bank, since the problem was disclosed last September, Sloan said.
“I am very proud of what our team has accomplished . . . in terms of progress that has been made,” Sloan said in conference call with reporters. “We need to make things right with our customers and that is going to cost whatever it’s going to cost.”
But the bank is still under pressure. The Department of Justice is investigating the matter and the House Financial Services Committee is reviewing more than 100,000 company documents. The bank is also studying how to compensate customers whose credit scores were harmed by the unauthorized accounts.