Wells Fargo Succession Plan in Question as Scandal Drags On

Here's an overlooked piece of collateral damage from the Wells Fargo cross-selling fiasco: It may have thrown the company's succession plan for a loop.

The handoff from Chief Executive John Stumpf to longtime insider Tim Sloan had been scripted to occur within a couple of years, when Stumpf, 63, would reach the company's mandatory retirement age of 65. Yet now investors and analysts have begun to raise the question whether Wells should consider an outside candidate for its next chief — regardless of whether the vacancy comes sooner or later.

The second-guessing creeped up after Stumpf's testimony last week at a Senate Banking Committee hearing to examine allegations that Wells employees created roughly 2 million fake accounts to meet aggressive sales goals and win bonuses. His remarks exposed a management culture where problems were allowed to fester — and senior executives were taken to task too late, some observers say.

It's one of the few cultures that Sloan — a 29-year veteran of the company who is described as low key and well liked — has ever known.

"That's the problem with Wells Fargo — they have a culture of 'We'll get through it, we'll be fine. Let's not talk about the bad things with our family,'" said Paul Miller, an analyst with FBR Capital Markets.

The embattled Stumpf said twice during the hearing that Sloan was in charge of telling former retail executive Carrie Tolstedt that she should resign because the problems occurred in the part of the company she oversaw. Tolstedt began reporting to Sloan once he became president late last year; she had previously reported directly to Stumpf.

It is unclear whether Sloan at that point was sweeping in to correct a problem or just trying to control the damage. Either way, Miller said he began to support the idea of bringing in an outsider as CEO after Stumpf's testimony. Miller noted that regulators are "embarrassed" and irked by the scandal, and that the timing may be right for a leadership change.

"[Wells Fargo is] dragging their feet, and the longer they wait, the worse it's going to get," Miller said.

Others have gone so far as to float the names of external candidates. In an interview last week with CNBC, Rafferty Capital Markets analyst Dick Bove said that JPMorgan Chase executives Gordon Smith and Daniel Pinto would be good fits for the job. A JPMorgan spokesman declined to comment on the speculation.

The debate over succession planning comes as calls intensify for Stumpf to resign, as the once-marquee company faces a bruising reputational battle. Wells said Tuesday that it would claw back $41 million of Stumpf's pay and certain unvested stock due to Tolstedt; whether those moves are enough to satisfy critics will become clearer when Stumpf appears before the House Financial Services Committee on Thursday.

Wells Fargo earlier this month agreed to pay about $190 million to settle a regulatory probe of the matter. While the size of the fine was relatively small by industry standards, the settlement sparked a public relations firestorm.

Wells Fargo appeared to underestimate the fallout from the outset. It made several missteps, including waiting more than a week after the settlement to formally apologize to its customers.

In the meantime, policymakers such as Sen. Elizabeth Warren, D-Mass., have called on Stumpf to step down. Even some of his strongest advocates among equity analysts have begun to hedge their approval.

"We were shocked by the poor performance [of Stumpf] in front of the Senate Banking Committee," said Mike Mayo, a bank analyst with CLSA.

Mayo has supported the idea of keeping Stumpf on as CEO, citing the "superior" financial performance of the company over the past few years. He also says Sloan is still the clear heir apparent.

But he said that some investors have begun to support an executive shake-up. And if Stumpf stumbles again in defending the company on Thursday before the House panel, the company may have to abandon Sloan as a possible successor.

"If you can't make the case that the overall culture is not broken, then you might have to consider a CEO from the outside," Mayo said.

While the chatter about an external CEO search has gained traction, appointing an outsider to run a megabank would be unusual. The current leaders of the nation's biggest banks have been groomed internally — or at least came to power through acquisitions.

For instance, Citigroup's Michael Corbat was elevated to the CEO role, after Vikram Pandit was forced out after clashing with the board on a range of performance issues.

Jamie Dimon was named CEO of JPMorgan Chase in 2005, after its acquisition of Bank One, where he also served as CEO. Brian Moynihan, CEO of Bank of America, has been with the company for two decades and was brought in to replace Ken Lewis in the wake of crisis-era controversies.

Sloan, 56, has followed a similarly well-trodden path toward the corner office. He was named president and chief operating officer of Wells in November. The promotion was widely viewed as his steppingstone to a CEO role given that Stumpf's retirement was in sight.

Sloan has held a number of senior-level roles during his three decades at the company, including chief financial officer.

His fate may be influenced by how investors, directors and others perceive his role in the scandal. Was he primarily from a different part of the company and new to the situation, or is he tainted by association with a corporate culture now under the microscope?

In 2013, then-CFO Sloan defended the company in a Los Angeles Times article detailing employees' complaints that had begun to surface about the pressure put on them to meet the company's sales targets.

"I'm not aware of any overbearing sales culture," Sloan was quoted as saying.

Yet he played a role in pushing out Tolstedt this summer, according to Stumpf.

"We said we want to go in a different direction," Stumpf told Senate Banking. "There were a number of things [Sloan] was thinking about doing different in the business."

The remarks were a boon for Sloan, burnishing his image as a quiet fixer and showing that he is already making changes behind the scenes, according to Joe Morford, an analyst with RBC Capital Markets.

A number of analysts also noted that Sloan's experience on the wholesale side of the business is a sign that his hands are clean in the cross-selling fiasco.

Wholesale banking — which includes units such as commercial real estate and capital markets — does not have the same focus on sales quotas as the retail side, observers said.

Notably, during an interview with American Banker this summer, the company also played up Sloan's wholesale experience.

If the board of directors decides to look externally for a successor, it could name a temporary CEO to take charge until the company recovers and reassesses its succession plan.

One possibility for that role would be Richard Kovacevich, 72, who retired as the CEO of Wells Fargo in 2007 but remains chairman emeritus.

The company declined to make both Sloan and Kovacevich available for an interview.

Whoever takes over the top spot, whenever Stumpf steps down, will have a large and likely legacy-defining task.

Not only does Wells face the problem of a tarnished reputation, but, like its rivals, it also has to contend with persistently low rates and prospects for slower economic growth.

"I'm not sure who would necessarily want this job," Morford said. "It's a lot to manage, and it's not a fun time to be a banker."

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