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On Monday night, Wells Fargo announced that two executives, CEO John Stumpf and former head of community banking Carrie Tolstedt, who has since retired, would not be receiving a significant amount of compensation totaling $60 million.
To the ears of an outraged public this was a measure of satisfaction against executives who allowed over 2 million accounts to be fraudulently created in the names of hundreds of thousands of consumers on their watch.
With $60 million coming back to Wells Fargo—which has already paid a $185 million fine for its misdeeds—what exactly is happening to those forfeited paychecks? Where is this money going?
Not to the consumers
For now, at least, recovered compensation isn’t headed for customers, though it might provide a bit of schadenfreude at Stumpf working for free during the company’s internal investigation. (Not only is he forfeiting $41 million in stock, but he’s losing his $2.8 million salary for now.) Instead, it’s going to…Wells Fargo. Surprise!
However, Stumpf doesn’t really have to give anything back, so to speak.
“It is a true clawback, but it’s not like they’re going to ask for a check,” says Susanna Gallani, a professor at the Harvard Business School. According to Gallani, the whole matter is actually really easy since Wells Fargo, like many companies, pays its executives mostly in restricted stock or options to bind their paycheck to performance. While some restricted stock units (RSUs) vest progressively, little by little, on a schedule, Stumpf’s shares were “cliff” vested, meaning they vest all at once after a certain period of time—three years in his case, according to Wells Fargo’s proxy statement.
“Wells Fargo can cancel those RSUs that have not vested yet,” says Gallani. “If you look on page 47 of the proxy at the very bottom, you will find exactly this situation.” This provision gives the board a self-destruct button on the shares – they don’t have to ask him to return any money because none has been spent.
The $41 million from Stumpf and $19 million from Tolstedt may not be going back to the bank as cash, but this clawback is still beneficial for the bank. “When you give RSUs to the CEO you account for that as a compensation expense,” says Gallani. “So now you have to reverse that accounting entry so you will have a decrease of compensation expense. In 2016 they’re going to show $41 million in less expense.”
In practice, that expense reduction will result in the bank issuing fewer shares, meaning less dilution of existing shares for existing shareholders. That portion of the bank’s budget isn’t tagged in any way and will likely just sit opposite the $185 million CFPB fine on the financials.
But, as Gallani points out, these are small sums considering the bank has an operating income of around $34 billion.
“It’s not a material number—[earnings per share] isn’t going to swing just for that,” Gallani says. “There’s not a real financial benefit; it’s a question of fairness. With respect to the shareholders, they shouldn’t be punishable for something management did. Since they do have a clawback provision, they do have to stand by and trigger it.”
Ethan Wolff-Mann is a writer at Yahoo Finance focusing on consumerism, tech, and personal finance. Follow him on Twitter @ewolffmann.