While $41 million might sound like a lot of money to most Americans, when you're Wells Fargo CEO John Stumpf, it’s really not. At least not when compared with the size of the rest of the paychecks he collected during his tenure at the head of the disgraced bank.
For his past 10 years at Wells Fargo — including his stint as CEO that began in 2007 — Stumpf reportedly collected roughly $192 million, including salary, bonuses, stock incentives and other compensation. Last year alone, he pulled down a $2.8 million salary and $12.5 million in restricted stock.
According to compensation data and research company Equilar, that salary was lofty even by big-company standards: In 2015, the median salary for a CEO at a company in the S&P 500 was $1.1 million.
Stumpf’s best year at the helm of Wells Fargo was 2012. In addition to that $2.8 million salary and a $4 million bonus, he also collected $12.5 million in restricted stock awards and nearly $3.6 million in other compensation — just under $23 million in total.
From 2006 to 2008, Stumpf was granted a little over $17 million in stock options — a form of compensation researchers say can prompt greater risk taking on the part of CEOs.
“Options across lots of different industries and contexts have generally been shown to increase risk taking,” said Adam Wowak, assistant professor of management at the University of Notre Dame.
“To some extent, that’s intentional,” he said. “CEOs are assumed to be more risk averse than shareholders might like,” so giving them the chance to buy stock at a below-market price gives them an incentive to see shares rise.
The trouble is that this practice tends to make caution fall by the wayside, Wowak said, because the CEO has no downside risk — they don’t actually lose money if the stock price goes down instead of up. In a study of consumer packaged-goods companies, Wowak found that companies that used stock options to incentivize their chief executives had more product recalls than those that used other forms of compensation.
Companies that used stock options to incentivize their chief executives had more product recalls than those that used other forms of compensation.
Regulations require publicly traded companies to include contract provisions that let a company “claw back” compensation if a top executive is involved in activities that force the company to restate its financial statements.
But often, mistakes that don’t rise to the level of criminal behavior aren’t enough to trigger a clawback, and cases like the Wells Fargo scandal expose the limitations of these provisions, said Charles Elson, professor and director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.
“Clawbacks are very hard to impose because usually the money’s gone. Secondly, the criteria is tough,” he said. “Restatements are one thing, bad judgment is something else.”
Clawback provisions do work in that they do a good job of discouraging bad behavior, Elson said. “The deterrent impact on other people is significant… You’re sending a signal to the world that you don’t tolerate this behavior.”
In the case of Wells Fargo, Elson suggested that Stumpf agreed to forfeit $41 million in as-yet-unearned compensation to quell the ire of the public and his board of directors in a bid to keep his job, but if an executive is resistant or if the clawback is on compensation that’s already been earned, executing the provision can be tougher.
How much leverage the board has to claw back pay depends on contract details that vary from company to company, especially if — as in the case of Wells Fargo — a regulatory investigation is settled with no admission of wrongdoing, Elson said.
“Unfortunately, they appear in a lot of cases to be window-dressing,” he said.