Can B of A's Board Counterbalance CEO (and Now Chairman) Moynihan?
December 17, 2014 12:33 PM
Bank of America has come under fire from shareholding charities that want the chairman and chief executive roles separated again. Here's a look at B of A's governance, focusing on the 13 outside directors and their backgrounds.
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Can B of A's Board Counterbalance CEO (and Now Chairman) Moynihan?
Bank of America has come under fire from several shareholding Catholic charities that want the chairman and chief executive roles separated again on the grounds that the former position should be a check on the latter.
CEO Brian Moynihan received a vote of confidence in October when the bank's board gave him the additional role of chairman, replacing Chad Holliday, who remains a director. Moynihan has argued that the board is now more diverse, experienced and engaged and that regulators are comfortable with the dual role.
"I think what they've been clear about," Moynihan told analysts in October, is that "they care about the engagement of the board and the diversity of the board and the experience of the board. And we have a good board and it's experienced and has all the diversity and credible challenge and all the words that are used to describe that."
The following is a look at B of A's governance, focusing on the 13 outside directors and their backgrounds. One common thread is that many of these directors simultaneously held the chairman and CEO roles at other companies.
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The Empire Builder
In 2009, at the height of the financial crisis, shareholders narrowly approved splitting the roles of chairman and CEO, leading to a shake-up of the board. Kenneth D. Lewis, who presided over the disastrous acquisition of Countrywide and the clumsily handled purchase of Merrill Lynch, was ousted as chairman but managed to retain a board seat and the titles of president and CEO until Moynihan replaced him in 2010.
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The Old Boss
Charles O. Holliday Jr., B of A's most recent nonexecutive chairman, was recruited away from that job to become chair next year at Royal Dutch Shell. That paved the way for B of A's board to give the chairman's title to Moynihan.
Holliday, an engineer, joined B of A in 2009. He spent most of his career at DuPont which he joined in 1970 and became chief executive in 1988. He added the chairman's job from 1999 to 2009.
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The Acquisition Legacy
Despite Moynihan's reassurances, "the board is not so perfect," said analyst Mike Mayo, a managing director at CLSA Americas. Charles Gifford, for example, is not independent and should be "disallowed" from being in charge of the bank's credit committee because he is a former executive at the bank, Mayo said.
Gifford came under attack by shareholders in 2010 for his role in the Merrill acquisition, which many investors had opposed. He was chairman of B of A for less than a year before retiring in early 2005, and held dual chairman and CEO roles at FleetBoston from 2002 to 2004, when Fleet was acquired by B of A.
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The Other Acquisition Legacy
Frank P. Bramble Sr., a former executive at MBNA, a credit card issuer that B of A acquired in 2005, is chairman of the enterprise risk committee. He was a leading contender to become Bank of America's chairman in 2010 but the job went instead to former chairman Charles Holliday, the former CEO of DuPont. Holliday stepped down from the chairmanship in October when Moynihan took the title.
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The Former Regulator
Susan Bies was one of the highest Federal Reserve officials to warn about subprime loans before the financial crisis. She joined B of A's board in 2009 as part of a major reshuffling after seven years at the Fed. Though Bies is on the bank's enterprise risk committee, she was passed over for the committee's chair role, which went to Jack Bovender, the former CEO of the hospital chain HCA. She is also a director at Zurich Insurance.
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The Seasoned Banker
Pierre J.P. de Weck, an independent director and former top executive at Deutsche Bank and UBS, joined B of A's board last year. He had been head of Deutsche Bank's private wealth management division and was on the German's bank's group executive committee until retiring in 2012. He had served on the board of UBS from 1994 to 2001.
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The Harvard Management Guru
Clayton Rose spent 20 years at JPMorgan Chase where he headed global investment banking and global equities. Since 2007, he has been a professor of management practice at Harvard, where, according to the university, "his teaching and case writing are focused on the responsibilities and challenges of leadership." Rose joined B of A's board last year.
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The Lead Independent Director
Jack Bovender is B of A's lead independent director. He had been CEO and chairman of HCA, one of the largest for-profit U.S. hospital chains. During his nine-year tenure at HCA, he also held several dual lead roles including serving as president and chief operating officer.
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The Corporate-Governance Expert
Sharon Allen joined B of A's board in 2012, as part of a revamp of the board by Moynihan. Allen was the first woman chairman of Deloitte, the audit and consulting firm, where she led corporate governance and succession planning from 2003 to 2011. She retired from Deloitte in 2011 after nearly 40 years.
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The Utility Perspective
Thomas J. May became president and CEO of Northeast Utilities in 2012 and had the chairman role added last year. He also held the dual roles of chairman and CEO at the utility's predecessor company from 1999 to 2012. May heads B of A's corporate governance committee and is also a director at Liberty Mutual.
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The Media Mogul
Monica Lozano is chair of the board of U.S. Hispanic Media, and has been publisher and chief executive of the Spanish-language daily La Opinion and its parent ImpreMedia. She has been a director at B of A since 2006, and is chair of the compensation and benefits committee. Lozano is also a director of the Walt Disney Co.
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The Captain
Arnold Donald was named to B of A's board last year, just six months before taking the CEO job at Carnival Corp. following a difficult period for the cruise ship operator. An investor and management consultant of his own firm, he had most recently been president and CEO of the nonprofit Executive Leadership Council. He also was chairman and CEO of Merisant, a private maker of artificial sweetener Equal, after more than 20 years at agribusiness giant Monsanto.
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And the Rest
Linda Hudson, chairman and CEO of consulting firm Cardea Group, retired as president and CEO of global defense firm BAE Systems in January 2014. She joined B of A's board two years ago after several directors retired. Hudson and Sharon Allen doubled the number of women on B of A's board. She is a longtime defense industry executive and former vice president at General Dynamics.
Lionel Nowell III, who joined B of A's board last year, spent a decade as senior vice president and treasurer of PepsiCo until 2009. He had been CFO of Pepsi Bottling Group and a senior vice president at RJR Nabisco. He held senior financial roles at Pillsbury, including its Haagen-Dazs division.
R. David Yost, Yost joined B of A's board in 2012. He spent nearly 40 years at pharmaceutical firm AmerisourceBergen, where he held various positions including chairman, president and CEO of a predecessor firm before retiring in 2011. He is a director at three other companies: aerospace company ITT Exelis, an aerospace company, Mash & McLennan, and Tyco International.
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