The Wells Fargo board of directors has completed its investigation into the bank’s fake account fiasco, which saw Wells employees open more than two million bogus accounts in customers’ names. For their failure to curb this bad behavior, “retired” CEO John Stumpf and former head of retail banking Carrie Tolstedt have had an additional $75 million in compensation clawed back.
The investigation, which was led by a special committee of Independent Directors and an outside firm, aimed to find the root cause of the improper sales practices in the Community banking division at Wells.
According to the 113-page report [PDF], a number of factors contributed to the fake account fiasco, including the bank’s sales future and performance management system and a corporate structure that gave too much authority to the Community Bank’s senior leadership without necessary oversight.
“The root cause of sales practice failures was the distortion of the Community Bank’s sales culture and performance management system, which, when combined with aggressive sales management, created pressure on employees to sell unwanted or unneeded products to customers and, in some cases, to open unauthorized accounts,” the report states.
Additionally, the review — which relied on hundreds of interviews and the analysis of millions of documents — found an unwillingness among executives, including Tolstedt and Stumpf to change the sales model or recognize the issues.
Tolstedt, who was nudged out the door for her failure to fix issues like the glut of unauthorized accounts, resisted and impeded scrutiny or oversight from corporate risk management and the Board, according to the report.
When she was forced to report the issues, such as at a Jan. 2016 Board meeting to gauge the sales issues, she minimized the scale and nature of problems, the report states.
However, the investigation found that the sentiment wasn’t always Tolstedt’s take on the bank’s high-pressure sales goals. In a 2004 email to Stumpf, Tolstedt noted the importance of setting compensation plans that incentivize appropriate behavior, saying that many other banks had built products that encouraged the wrong sales behavior.
“They encourage their sales forces to sell a second account free, multiple savings accounts free, etc.,” the email states. “Then if you invent a team of baker on top of that around sales per day along you are asking for trouble.”
As for former CEO Stumpf — who may have known about the bank’s issues as far back as 2007 — the report found he did not engage in an investigation and critical analysis to fully understand the problems with the sales practices of the Community Baking division.
He also failed to “appreciate the seriousness and the substantial reputational risk to Wells Fargo,” the report states.
The investigation findings also allege that while the board was engaged in fixing the issue throughout 2015 and 2016, the scope of the problem wasn’t accurately conveyed. The Board says it only found out about the 5,300 employees fired for opening fake accounts when the Consumer Financial Protection Bureau, along with the Office of the Comptroller of Currency and Los Angeles City Attorney, ordered the bank to pay $185 million.
The Board reports that several steps have already been taken to remedy the fake account fiasco — including a recent $110 million settlement to put an end to the many federal lawsuits.
The company has also ditched high-pressure sales goals, rearranged executive titles and duties, terminated some executives, and centralized risk and human resource management systems.
According to the Board, it has also taken away $180 million in stock and bonuses that were previously spilt between several former and current executives.
On Monday, the board said it would claw back an addition $47 million from Tolstedt and $28 million from Stumpf. Previously, Stumpf lost $41 million and Tolstedt $19 million in vested options and equity awards.
Last month, Wells said it wouldn’t pay about $32 million in cash bonuses and equity to new CEO Tim Sloan and seven other top executives.
“This exhaustive investigation identified serious issues related to Wells Fargo’s decentralized structure and the sales culture of the Community Bank, all of which the Board and management have been working diligently to rectify,” Chairman of the Board Stephen Sanger said in a statement, noting that building trust of customers is paramount to the bank.
While the investigation has concluded, Sanger says the “oversight of the company and commitment to accountability are stronger than ever.”