Wells Fargo claws $41M from CEO

Wells Fargo CEO John Stumpf has agreed to give up $41 million in unvested stock awards following the board of directors' investigation into the bank's sales practices, the company said Tuesday.

Additionally, Carrie Tolstedt, Wells Fargo's former head of community banking, will forego all her unvested equity stock awards valued at $19 million and will not receive retirement benefits worth millions more. Tolstedt was responsible for the division during the time employees allegedly created sham accounts to meet sales targets. She has announced she will retire at the end of year.

Neither Tolstedt nor Stumpf will receive 2016 bonuses, the company said.

The penalties are the result of an investigation by the bank into retail banking matters, which is wrapping up just before Stumpf Thursday is expected to testify before the House Financial Services Committee. Stumpf will not receive a salary during Wells Fargo's investigation.

Both Stumpf and Tolstedt were responsible at a time when allegedly hundreds of thousands of accounts were secretly opened for customers by employees. Wells Fargo says more than 5,000 were fired for opening the accounts, allegedly done to meet sales targets set by management and to earn bonuses. So far, only lower level employees have been punished for the alleged fraud. No top-level executives had been penalized up until Tuesday, according to Stumpf's testimony to a Senate Banking Committee last week.

The U.S. Department of Labor plans to investigate the bank's workplace practices, Labor Secretary Tom Perez said in a letter Monday to Sen. Elizabeth Warren, D-Mass. Wells Fargo had no comment on the letter.

Wells Fargo CEO gets $123.6M if he walks

Wells Fargo has a clawback provision in place that triggers three levels of recoupment. For instance, misconduct that leads to financial restatements can trigger a clawback of bonuses. Incentive pay can be clawed back if financial information was inaccurate, even if the executives were not responsible. Lastly, shares issued for performance can be clawed back for a number of reasons including if executives' conduct caused "reputational" harm, "material error" or "improper or grossly negligent failure, including in a supervisory capacity," according to the company's proxy statement.

The stakes are large. Stumpf stood to walk from the bank with $123.6 million from accumulated stock, incentive pay and retirement payments when he retires, says compensation tracking firm Equilar. Stumpf was paid $82.9 million between 2012 and 2015. Tolstedt retired with an estimated payout of $91.2 million, Equilar says. She was paid more than $36 million between 2012 and 2015.

Wells Fargo's board made its decision in consultation with the five-member human resources committee of Wells Fargo's board of directors. This committee, which includes the CEO of mobile phone maker Blackberry John Chen, has the power to determine if the bank will clawback, or take back, top executives' pay.

During his testimony before the committee, Stumpf said the decision regarding executive pay clawbacks would be in the hands of the board, specifically the human resources committee. While Stumpf is the chairman of the board, he is not on the human resource committee. Stumpf also recused himself from the decision. The decision was made by an special committee of Wells Fargo board members, including those on the human resources committee, along with law firm Shearman & Sterling.

The chairman of the human resources committee is Lloyd Dean, 65, who has been director since June 2005. Dean is CEO of a San Francisco-based healthcare company Dignity Health, and he also sits on the board at McDonald's and Navigant Consulting.  Dean could not be reached for comment.

Labor Dept. will review Wells Fargo practices

Also on the human resources committee is Chen, 60, who has been a director at Wells Fargo since September 2006 and CEO of Blackberry since November 2013. Chen could not be reached for comment. Other members of the committee include Susan Engel, 69, a director since May 1998 and CEO of Portero, a company that sells pre-owned vintage and luxury items. Donald James, 67, has been a director since 2009 and is a former CEO of Vulcan Materials. Stephen Sanger, 69, has been a director since July 2003 and a former CEO of General Mills.

WELLS FARGO EXECUTIVE PAY IN THESE HANDS

The five members on Wells Fargo's human resources committee

Name, Title, Company, Wells Fargo director since

Lloyd Dean (chair), CEO, Dignity Health, June 2005

John Chen, CEO, Blackberry, September 2006

Susan Engel, CEO, Portero, May 1998

Donald James, Former CEO, Vulcan Materials, January 2009

Stephen Sanger, Former CEO, General Mills, July 2003

Source: USA TODAY research

Contributing: Mike Snider