Analysts anticipated and welcomed Wells Fargo & Co.'s decision to shake up its board of directors and replace its chairman with an industry veteran known for her banking and regulatory expertise — skills necessary for Wells to fully address problems tied to a sales scandal.
Wells said in a statement after markets closed Aug. 15 that current Vice Chair Elizabeth Duke, a former Federal Reserve governor and bank executive, would succeed Stephen Sanger as independent chair, effective Jan. 1, 2018, the day after Sanger retires.
Sanger, a former General Mills executive and long-time Wells board member, did not bring a banking background to Wells. He faced heavy criticism from some investors and other constituent groups earlier this year ahead of the company's annual meeting, when he garnered only a narrow majority vote to retain his spot on the board. Typically, big-bank board members are re-elected with overwhelming majorities.
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| Elizabeth Duke, vice chair, Wells Fargo & Co. |
The vote followed months of outrage from customers and concern among investors following regulators' decision in September 2016 to fine Wells for failing to identify and prevent employees from opening consumer accounts without customers' knowledge. The fraud spanned years and millions of accounts; it involved thousands of employees.
Wells' board, led by Sanger, conducted an internal investigation ahead of the annual meeting in April. It concluded that former executives were largely responsible for the debacle and that they kept necessary information from the board to conduct its oversight duties. The scandal cost former Chairman and CEO John Stumpf and some senior managers who oversaw retail operations their jobs. Current CEO Timothy Sloan replaced Stumpf.
Sanger became chairman last year after the company forced out Stumpf and divided the CEO and chair roles. But prior to that Sanger was the board's lead independent director. Vocal critics at the shareholder meeting — and in the months since — argued that the notion that directors who have served on the board for years could be unaware of rampant fraud defied common sense. They said that either these directors were not as engaged as they should have been or they must have lacked the skills and knowledge needed to supervise a complex bank such as Wells.
After the annual meeting in the spring and in recent days, following news reports indicating Sanger's days on the board were numbered, veteran analyst Marty Mosby of Vining Sparks said that, while Wells had made many changes to address the sales debacle, it had been slow to make the final leadership change that it needed to — naming a new chairman.
"I told everybody who would listen to me that they should have made this change at the beginning," Mosby said in an interview. "It would have brought needed credibility to the chair role."
Mosby months ago called for Duke to ascend to the head of the board. He said that, while overdue, her promotion should give Wells necessary expertise and assuage concerned investors, customers and regulators.
"I think she brings a unique skill set that they need right now," Mosby said, adding that Wells needed someone who can navigate both the breadth of Wells' vast business lines and the intense regulatory scrutiny it has faced and likely will continue to endure.
Duke joined the Wells board in 2015, years after the fraudulent sales practices began. She previously was a member of the U.S. Federal Reserve's Board of Governors for five years. She served on several Fed committees, including those addressing consumer, bank and board issues.
Prior to that, she was a bank executive, according to a career bio provided by Wells. She was COO of TowneBank from 2005 to 2008, and before that, she was an executive vice president at Wachovia Bank, which was later acquired by Wells. She held several other bank management positions earlier in her career. In 2004, she served as chair of the American Bankers Association.
Duke "is about as good a name as you could get" for the Wells chair position, Scott Siefers, a Sandler O'Neill & Partners analyst, said in an interview. He noted that, in addition to her long resume, she now knows Wells from the inside and does not require the inevitable months an outsider would need to get fully acquainted with a megabank.
Wells did not immediately respond to requests to interview Duke and bank executives.
Wells on Aug. 15 also announced the election of Juan Pujadas as an independent director, effective Sept. 1. Pujadas is a retired principal of PricewaterhouseCoopers. The bank also reported the pending retirements of Cynthia Milligan and Susan Swenson, which also take effect at the end of 2017. Wells said its board further plans to add up to three more independent directors before its 2018 annual meeting next spring.
"The hope is that this eases some pressure and lets [Wells] focus on what it needs to going forward," Siefers said. While Wells has made important moves, including changes to the way it compensates and motivates retail bank employees, it continues to internally assess its practices. As it goes through this, it has and may continue to self-report problems that it uncovers.
This will inevitably create negative headline pressure and require both an astute management team and a well-informed board, Siefers said. Just last month, for example, Wells found that certain auto loan customers were wrongly charged for collateral protection insurance; such customers had separately paid for their own vehicle insurance.
"They are voluntarily now turning over a lot of rocks," Siefers said. "In a business of this size, you are bound to find ugliness under some of those rocks."
Mosby agreed that challenges lie ahead. But he thinks Duke represents the final major leadership change.
"The blame game is over," Mosby said. "It's now about finding ways to make this company the best it can be for the future. And in my opinion, Elizabeth Duke is the best person for that."

