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Executive-Level Exfoliation at Bank of America

People walk past a Bank of America branch in the Financial District on in Chicago, Ill.

Bank of America shook up its executive ranks in what the firm euphemistically calls "de-layering." This meaningless bit of corporate jargon - de-layering - is wonderfully ridiculous and has been woefully underused in press releases. So I'm coining a better, newer, just as meaningless but more easily grasped term in the headline: executive-level exfoliation.

Please make sure it catches on.

But back to the news. The gist of today's developments centers around not the newly exfoliated executives, but on Brian Moynihan - the CEO of Bank of America, who, if not yet officially "embattled," certainly should be by now.

Moynihan has neatly rid himself of his two main rivals, brokerage chief Sallie Krawcheck and chief financial officer Joe Price. He is installing two chief-operating officers, David Darnell for the consumer businesses and Thomas Montag for the businesses that serve companies and big institutions.

Surprises? There are none here except the timing. (Let's call it the Labor Day Massacre).

Krawcheck is one of Wall Street's smartest and most popular charmers - and thus a perpetual sacrificial maiden and risk to the CEOs above her, particularly in their tender and insecure first years. Vikram Pandit, the CEO of Citigroup, also dispatched with Krawcheck in a manner not unlike Moynihan's. As John Carney correctly pointed out, she seemed to be doing well in her job of integrating Bank of America's wealth-management operations, which includes the firm's Merrill Lynch financial advisors.

Moynihan is dealing with much bigger and uglier issues - the raft of mortgage lawsuits aimed at the bank, its inability to prove to most people's satisfaction that its balance sheet has strength, its flagging reputation that needed $5 billion worth of shoring up from Warren Buffett.

How Moynihan responds to those problems comes down to palace intrigue, yes. But these courtiers control one of the nation's biggest banks - and one that we shouldn't have to bail out again - so it matters.

So, with all that on Moynihan's plate, it may seem a wise time, politically, to impose yet another reorganization of executives, right?

Not so fast. On Wall Street, any reorganization at a bank is usually disparagingly greeted by demoralized bankers with the same phrase: "shifting the deck chairs on the Titanic."

Moynihan is going one step further: only two weeks after the markets threatened to sink his entire firm, he's leaving himself without a lifeboat.

Most embattled CEOs fire their No. 2s and potential successors. Then they consolidate their power by forcing a new line of executives to report to them.

Moynihan is actually doing the opposite: the Ivory Tower approach. He is shuffling off (okay: exfoliating) the layer of people who report directly to him, and reducing that to only two people. Nor is it the first time he's done it: last year, Moynihan disposed of Greg Curl, another executive who was Moynihan's rival for the CEO job. It can't be lost on Moynihan that he was the very last choice for the CEO job at Bank of America, and only got it because every single one of the first -and second, and third - choices for the job turned it down.

In 2010, Moynihan promised to bring in his own people into major executive positions. That may lead cynics to believe that Moynihan -despite years of tenure - doesn't actually have "people" at Bank of America.

If Wall Street politics and palace intrigue work out the way they have in the past - and they probably will - this actually puts Moynihan at more risk. He has already battled a reputation as a "rookie," in the words of former CEO Ken Lewis - or, in less-kind terms, a lightweight.

By having fewer direct reports, Moynihan won't know firsthand what's going on in the bank. He will have even less grasp of the substance of his banking businesses.

While this may protect him from liability to an extent - because he can plead ignorance - it certainly won't protect him from losing his job. A determined board of directors would have no trouble moving an executive like Krawcheck or mortgage chief Barbara Desoer up two spots instead of one. In other words: kicking Krawcheck and Price out of the building won't protect Moynihan's job. What will protect Moynihan's job is....being really good at doing his job.

Less politics and more performance is always a good place for an insecure executive to start.

Moynihan has now made it really hard for himself to improve his performance. With this "de-layering," he's officially in rear-covering mode.

Under the new exfoliation, Moynihan will be getting all his information about major businesses through a narrow filter of only two executives: David Darnell in the consumer businesses, and Thomas Montag in the businesses that serve major institutions and companies. Moynihan has created a situation where he'll get all his news about his own bank's operations second-hand. This means that he is even less likely now to have his finger on the pulse of a business that has already sprawled beyond any human being's observable attention span.

While these executives seem to get along with Moynihan pretty well (we should hope) they are both not considered plausible successors. Neither of them has any particular loyalty to Moynihan. Darnell is a Bank of America veteran, with a history going back to 1979, and has survived dozens of executive reorganizations. Montag came up through Goldman Sachs with a healthy amount of skepticism about commercial banking. They are pragmatic survivors and it's hard to picture either man weighed down by sentiment about Moynihan's chances to keep his job.

Even with the specific players aside, Moynihan is setting down a dangerous path. The Ivory Tower approach is responsible for most of the major bank disasters of our time. Stan O'Neal, the chief executive of Merrill Lynch, got all of his information from a closed, protective circle of executives. They were afraid to tell him how much the bank was losing on mortgage-backed securities.

Dick Fuld, at Lehman Brothers, was an infamous micromanager who had a thorough understanding of the bank's businesses -- until he stepped aside and handed sole responsibility to Joseph Gregory. Many Lehman insiders attribute the ugly last days of Lehman Brothers to Gregory being overwhelmed by the new responsibilities and ineffective in communicating them. Fuld stood by Gregory to the end, but by then Lehman's problems had started to pile up dangerously and were too complex to sort out.

Jimmy Cayne, the former chairman of Bear Stearns, fired his No. 2, Warren Spector, in a fit of pique. This turned out to be an enormous mistake, because Spector had for years been the only person running Bear Stearns' markets businesses - which were, in turn, the bulk of Bear Stearns' profitability. All the information about those businesses went through Spector - another well-known micromanager - and only then up to Cayne himself. With no one to replace Spector as the housing crisis deepened in 2007 and 2008, Bear Stearns lacked a map into its own mortgage-trading and hedge-fund businesses. Cayne couldn't reliably assure the markets that his firm was well-capitalized and that it could survive..

The lesson is clear: Wall Street executives run image risks if they are evil, incompetent or greedy. But they run even greater risks - including legal ones - if they are out of touch with the substance of their own businesses.

Moynihan may be taking a big chance by putting someone between him and Barbara Desoer in particular. Desoer, the widely-admired mortgage chief, was put in charge of the near-impossible task of cleaning up Countrywide. With so many lawsuits aimed at that business, Moynihan may buy himself some time by potentially blaming the fallout on Desoer. But if he does, he also risks looking like a weak and uninformed chief executive who failed to keep tabs on a major crisis.

Even worse, he risks bringing on another major crisis. Bank of America is known for its infamous failures to communicate, particularly during the dark days of the winter of 2008 when the bank issued notice after notice that its losses from Merrill Lynch mortgage-backed securities were metastasizing. Bank of America's lack of frankness led the bank to lose nearly $20 billion of value in two trading days, as the markets correctly suspected that the bank was not being completely forthright and was not fully aware of its own problems. Bank of America dealt with this primarily by scrubbing out (okay: exfoliating) the entire month of December.

The real effect of this executive exfoliation, however, is to wipe the branding and the logo of Bank of America and show the real name peeking underneath: FleetBoston Financial.

Bank of America bought FleetBoston in 2004. The struggling Northeastern bank had waded into trouble through bad commercial loans and ill-thought-out bets overseas. After a few years of quiet, FleetBoston's executives like Chad Gifford came to dominate Bank of America's board - and exert their traditionally strict Yankee culture. Moynihan, of course, came up through Fleet and the support of the former Fleet executives on Bank of America's board is what helped Moynihan clinched a job he might otherwise have lost because he was too green.

So if Moynihan is worried enough about his job to push this "de-layering," what that really means is that Moynihan is worried about the strength of his support from his former Fleet bosses.

BONUS: The More You Know....

For those who are truly interested in the concept of "de-layering," (scorned well by John McDermott at Alphaville here), "delayering" appears to have been coined - or at least popularized - in a 2003 article in the Journal of Management Studies. However, according to the Economist, de-layering was originally meant to describe the reduction from the top-heavy organizational charts of the 1950s to more streamlined management teams of about 5 layers or so. It's questionable whether such a term can be applied when Moynihan is actually adding another layer of management - the COO layer - and pushing previous management down one notch.

About the author

Heidi N. Moore is the New York bureau chief and Wall Street correspondent for Marketplace, where she reports and writes about the culture of banks, companies, financing and markets.

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Heidi Moore's picture
Heidi Moore - Sep 9, 2011

I think both your comments - Mr. Pilcher and Get Real - come from an unrealistic place because you are not familiar with the boardroom and the management dynamics at Bank of America. I know the intrigue at executive levels can be incredible to believe, but I have been covering banks including the various forms of Bank of America since 1999 - and believe me, these dynamics are real. In fact, they're commonplace. If you look at almost any bank on Wall Street, the brew of ambition, power, and strong personalities leads to succession tension on a regular basis. This is, is in fact, one of the core thorny issues that much management theory tries to solve. So, quite simply, if you think Moynihan dispatching with his chief rivals is a "conspiracy theory," you're quite wrong. This is how banks work in general and in this case, how Bank of America is working in particular. My sources at the bank - whose reliable information is what I base my reporting on - indicate that Moynihan is - and has been - quite worried about his position.

Mr. Pilcher, Your judgment about a "petty, fearful, immature, twitchy weirdo" are your own words. But, as you absolutely must know from your work - there is no way not to - these dynamics do actually exist and Moynihan lost his job at Bank of America once before (http://blogs.wsj.com/deals/2010/02/19/bofas-ken-lewis-was-always-moyniha...) and only got the job at Bank of America with the weakest support possible.

For other readers, if you don't believe these things can happen on executive levels, you should read more management books, or consider the example of H-P, whose board was so paranoid that it actually wiretapped its own members and searched through the garbage of a WSJ reporter to suss out the source of a leak. Succession is an enormously thorny issue and it has created problems for banks ranging from Goldman Sachs to affecting the destiny of Lehman Brothers and Bear Stearns, as I mentioned. In Bank of America's case, specifically, you might want to read Crash of the Titans, Greg Farrell's excellent book on Bank of America's dysfunction as seen through its acquisition of Merrill Lynch.

In general, people are far too prone to blame reporters when they report true management dynamics for looking for a sensational story. We don't look for it. The truth is often far more bizarre. All we have to do is represent it accurately. You have my word that is done here.

Again, thank you for reading. This is a single column and analysis. But there is an enormous body of reporting about Bank of America. I hope that you may consult more writing and reporting about Bank of America to understand its management dynamics and to understand that what I've said here is consistent with my own and others' reporting on the bank's executive machinations and are not unusual. Good luck.

Jeffry Pilcher | The Financial Brand's picture
Jeffry Pilcher ... - Sep 9, 2011

The article's premise hinges on the assumption that Moynihan's job is in jeopardy. He's only been on the job two years. It's not as if BofA didn't know what it was in for when they gobbled up Countrywide and Merrill.

All the intrigue about axing rivals and internal power struggles is interesting, but it feels like a conspiracy story woven together by a few scattered facts. If this story is to be believed, then the man running the biggest bank in the United States is a petty, fearful, immature, paranoid, twitchy weirdo. Somehow I doubt a man that rises to the position Mr. Moynihan has can get that far in life with so many psychological handicaps.

Wengert's picture
Wengert - Sep 8, 2011

All the latest info on BofA should give pause to anyone looking to invest in this company. Buffet's BofA play took advantage of a bad internal capitalization situation by being able to practically extort such favorable investment terms for his $5B injection. While Moynihan is paying dearly for his predecessor's ego trip buying spree, he's not helping his cause with moves like this. I say he's gone if the stock continues to languish, and the natives get increasingly restless.

Irena Cronin's picture
Irena Cronin - Sep 8, 2011

Thank you for such an insightful article.

Heidi N. Moore's picture
Heidi N. Moore - Sep 8, 2011

Thanks for all your opinions.

To "Get Real," thank you for commenting. Naturally, I disagree with your conclusions. Some things you might want to consider:

1. Moynihan only has two direct reports who are in charge of actual operating businesses. His other direct reports including the auditing, human resources, and other "support" functions that don't create any revenue. This does include Legacy Asset Servicing, but that also is not a revenue-generating business. There is no powerful CEO in the world who would prefer to only have executives without revenues reporting to him. Moynihan is, in effect, the COO of Bank of America now and he has appointed two CEOs - people who actually manage the major businesses.

3. There is absolutely no proof anywhere that the lawsuits are directed at Legacy Asset Servicing. In fact, many zombie mortgage loans are still housed within Countrywide, where they are hard to get access to and impossible to value because they're buried with other, active mortgage loans.

So you may want to re-examine your crock and perhaps rid it of profanity. Good luck aand thanks for reading!

-Heidi

Get Real's picture
Get Real - Sep 8, 2011

First off, apologies for the language. It was not necessary to get across my point (I would not call it profanity but that is a separate discussion!) In response to your rebuttal

(1)Your original article did not have the nuance that your response has -- you basically implied that there are 2 execs reporting to Brian which as you admitted in your response was misleading. Thank you for not spinning that further in your response
(2)Legacy Asset Services is certainly losing money(that is what it was set up for) but it still services loans which is still a revenue making activity. Certainly the reps and warranties overhang on that business overshadows everything else but...
(3)I remain confused about your assertion on Moynihan becoming COO and the other 2 becoming CEO's? You need to re-examine this conclusion you are making because you are over-analyzing what has happened. Sure he went from 5 directs who ran the businesses to 2 directs who are now running a larger number of businesses but that in my view does not invert anything? He's still the CEO and his 2 directs have been given more responsibility and accountability.
(4)Your last point in the rebuttal about Countrywide is completely false and I would encourage you to do further research on this topic. There is significantly more I can write on this but that in and of itself will require a separate article

In closing as I re-read your article again today and clicked through all the links you have provided, I still stand by what I said earlier. Your article in effect is piecing together a story with a combination of half truths/totally false assertions - what essetially appears to be a preconcieved conclusion searching for "facts"

I realize that writing "articles" and publishing them is what the media needs to do AND it's also satisfactory (I guess) to kick an individual/corporation when it is down(banks are everybody's favorite whipping boys so why not pile on right) but your article has a biased view(which is fine imo) based on largely false information. I do appreciate your rebuttal and good luck to you too for future articles that are more balanced AND more importantly fact based.

Get Real's picture
Get Real - Sep 8, 2011

Some of the assertions in this article are simply no more than a crock of sh*t and furthermore totally false.

(1)Moynihan has much more than 2 direct reports. Since the article builds on this factual error, the other assertions too are -- you guessed it, a crock of sh*t
(2)Joe Price a potential CEO candidate - get real on this.
(3)The lawsuits are mostly directed to Legacy Asset Servicing which was carved out from Home Loans(Desoer) back in Feb. There's a different exec in charge of the lawsuits -- Desoer's peer before the reorg.

Tim Glynn's picture
Tim Glynn - Sep 8, 2011

The well established term is neither de-layering nor exfoliation. It is defenestration.

Jeffry Pilcher | The Financial Brand's picture
Jeffry Pilcher ... - Sep 10, 2011

If Moynihan's job is in jeopardy, then his firing two people isn't going to change anything.

I see nothing in the article that explains why Krawcheck or Price were considered rivals by Moynihan, or why they were in line for the CEO spot. The only facts I see in this report are that Krawcheck and Price were fired, and that two new people are being brought in. The rest is theory. If we are to accept this article's interpretation of facts, then all at-risk CEOs should always axe the C-suite's top performers and replace them with ineffectual eunechs.

The mystery and intrigue that afflicted HP's board was an entirely different situation. Invoking it here feels like a bit of a stretch. They had people breaking laws, leaking information.

NURREDIN's picture
NURREDIN - Sep 8, 2011

As a former employee of Bank of America,I can tell you the problems will not be resolved with these latest moves, and may just exacerbate the problem. The ingrained, institutionalized unethical behavior of management will not be changed. So now you have an inexperienced CEO handling a crew of immoral,unethical managers at EVERY level. You just made the situation worse.

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