(Bloomberg) -- When Bank of America shareholders gather next month to decide if Brian Moynihan can keep his chairman title, they won’t be the only ones about to weigh in on his career.

The Sept. 22 vote comes a week before the bank has to prove it has a firm grip on risk as it resubmits a capital plan to the Federal Reserve. If the Fed finds the lender didn’t fix weaknesses disclosed in March, it could crimp dividends or share buybacks for the third time during Moynihan’s tenure as chief executive officer. That’s already a sore point for investors getting one of the smallest payouts among U.S. banks.

“If they fail this time, I’d call for his head,” said E.E. “Buzzy” Geduld, who owns 2.5 million Bank of America shares as head of New York-based hedge fund Cougar Capital. “At the very minimum, you split the CEO and chairman roles, and I’d like to see someone from the outside who’s smart enough and strong enough that Moynihan’s going to have to answer to.”

Moynihan, 55, is deeply involved in the resubmission, leading weekly steering meetings on the topic, according to two people with knowledge of the projects. The bank is spending several hundred million dollars overhauling sprawling data systems, rebuilding databases so the origin of information is clear and enhancing controls, the people said.

Larry DiRita, a Bank of America spokesman, declined to comment and said Moynihan wouldn’t be interviewed for this article.

The board is asking shareholders to ratify a change in bylaws last year that allowed Moynihan to become chairman. Bank of America’s submission to the Fed is due Sept. 30. Even if Moynihan clears the first hurdle, he can’t afford to disappoint investors with another stumble in the Fed exam.


His longest-serving chief financial officer, Bruce Thompson, stepped down last month after presiding over two of the firm’s unsuccessful stress tests. Investors say that means Moynihan would own full responsibility for another failure.

One worry within the bank is that regulators haven’t specified what they want, leaving executives uncertain their work will be deemed satisfactory, according to a person involved in the effort. The overhaul spans a half dozen projects across the Charlotte, North Carolina-based firm’s institutional and consumer businesses, the people said.

Bank executives described the changes as shifting from assuming their risk models are accurate unless proven otherwise to the opposite, which requires more rigorous attention to the data underlying models. The firm is scouring data from companies it has acquired, after a 2014 stress-test stumble was caused by mistakes in information from Merrill Lynch dating back years, another person said.


In his sixth year as CEO, Moynihan appears to have finally shaken the litigation costs tied to his predecessor’s 2008 purchase of Countrywide Financial Buying the biggest U.S. mortgage lender just as the housing bubble burst saddled Bank of America with a litany of legal disputes, fueling most of the bank’s $70 billion in post-financial crisis legal costs.

Cleaning up the mess has been what Moynihan called his biggest accomplishment to date. He’s also cut expenses while attempting to reverse a drop in revenue by boosting cross- selling between retail, wealth-management and corporate-lending units. The firm made progress in the second quarter, reporting that profit rebounded to $5.32 billion.

The board praised his leadership in a filing this month and recommended shareholders ratify the change in bylaws. The move was based on his “leadership qualities, management capability, knowledge of the business and industry, and a long-term, strategic perspective he has demonstrated as CEO,” it said.


Still, Moynihan has struggled to raise the firm’s quarterly dividend, once at 64 cents a share. In 2011, days after Moynihan stoked expectations for a higher dividend at a shareholder meeting in New York, the Fed rejected the bank’s proposal to raise the quarterly payout from a penny. Last year, the bank finally increased it to 5 cents a share, but then had to kill $4 billion in stock buybacks because of an accounting mistake that inflated capital levels.

In March, the Fed granted provisional approval to the bank’s capital plan, on the condition that revenue and loss models and internal controls be improved. The next month, the firm named Paul Donofrio, head of global corporate credit, to a new role reporting to Thompson. Within months, Donofrio, 55, was announced as Thompson’s replacement.

“When there’s a screw-up, you can get rid of this guy or that guy, but as the boss you’ve got to take responsibility,” said Geduld, who sold his brokerage to Merrill Lynch for about $900 million in 2000. “I’m getting really angry.”


Another bank that was slow to spring back from the financial crisis, Citigroup, passed the March stress tests after failing last year. Michael Corbat, CEO of the New York-based bank, staked his job on passing the exam.

The departure of Thompson, once seen as a potential successor to Moynihan, compounded concerns that the board is entrusting too much power to a single person. Granting Moynihan the chairman title in October angered some investors who voted to separate the jobs in 2009. Last month, Moynihan elevated more deputies from his former firm, FleetBoston Financial.

“It’s further evidence of a culture at an organization that needs independent leadership,” said Anne Sheehan, corporate governance director at the California State Teachers’ Retirement System, the nation’s second-largest pension with $191 billion in assets and 29 million Bank of America shares. She and other investors who spoke for this article said they will vote to split the roles.


The bank erred in changing the chairman rule without first consulting investors, Jack Bovender, the board’s lead independent director, said in May. If a majority of shareholders oppose that decision, the board said it will promptly find an independent chairman.

Billionaire Warren Buffett, whose Berkshire Hathaway invested $5 billion in the lender in 2011, told CNBC in October that Moynihan deserved the chairman title for doing “a sensational job,” cleaning up past problems and focusing the firm on its strengths. The investment, made after the stock tumbled, has generated a paper profit exceeding $7 billion, Berkshire said in February. It called the arrangement “one we value highly.”

The biggest holders of the bank’s stock include the world’s largest asset managers, such as BlackRock. and Vanguard Group, which in their own management combine the chairman and CEO roles. Spokesmen for both firms didn’t respond to requests for comment. Major proxy advisers, who in the past have advocated splitting those posts at companies, probably will wait until next month to weigh in.

Bank of America has slipped 1.1% this year, trailing the 5.5% advance of the 24-company KBW Bank Index. The stock has climbed 17% since Moynihan started in 2010, compared with the 84% gain of the KBW index. Among 39 analysts tracking the stock, 20 recommend buying it, four say sell, and the rest advocate holding.

“You are starting to see that there are fewer charges from Countrywide,” said Jonathan Finger, whose Houston-based investment firm owns 900,000 Bank of America shares. “Now it’s a matter of performance going forward.”

Read more:

Register or login for access to this item and much more

All Financial Planning content is archived after seven days.

Community members receive:
  • All recent and archived articles
  • Conference offers and updates
  • A full menu of enewsletter options
  • Web seminars, white papers, ebooks

Don't have an account? Register for Free Unlimited Access