Lewis out as Bank of America chairman, remains CEO

[April 30, 2009]  CHARLOTTE, N.C. (AP) -- Ken Lewis has lost his role as Bank of America's chairman, and now he'll have to prove to shareholders that he should keep his post as the troubled bank's CEO.

After months of rancor following Bank of America Corp.'s acquisition of troubled investment bank Merrill Lynch & Co., shareholders voted at the company's annual meeting to separate the jobs of chairman and CEO. Lewis will remain the CEO of the bank, while board member Walter E. Massey, president emeritus of Morehouse College in Atlanta, will become Bank of America chairman.

Some analysts believe Lewis might eventually be forced out altogether.

Gary Townsend, chief executive officer of Hill-Townsend Capital LLC, noted that Wachovia Corp.'s chairman and CEO roles were split last year after shareholders were upset about the performance of that bank, which has since been sold to Wells Fargo & Co.

Then, just weeks after Wachovia CEO Ken Thompson lost his title as chairman, he was ousted as chief executive as well. Stripping Lewis of his role as chairman "can result in significant, rapid changes, depending on what happens the rest of the year," Townsend said.

Jason O'Donnell, a bank analyst with Boenning & Scattergood Inc., noting that Wachovia had an ill-fated purchase -- mortgage lender Golden West Financial Corp. -- also likened Thompson's situation to Lewis'.

"I think the Golden West debacle is one that's a pretty good analogy for this scenario," O'Donnell said. "Clearly, Thompson was put under a lot of pressure to step down as a result of that acquisition and pretty much that is what we are seeing here with Lewis and his Merrill Lynch deal."

The rebuke from the company's shareholders was a stunning turn of events for Lewis, who a year ago was at the top of the banking industry. His star began to fall soon after the deal to buy Merrill Lynch was completed Jan. 1, as Merrill reported $15 billion in fourth-quarter losses and it was learned that Bank of America had approved the early payout of billions of dollars in bonuses to Merrill employees.

Lewis, 62, who served as chairman and CEO since 2001, has spent much of this year defending his actions -- and did so again during the angry four-hour shareholders' meeting.

Results of the voting were delayed for several hours, and Bank of America Wednesday evening issued a statement that the board of directors had met, elected Massey as chairman and unanimously voted to keep Lewis as CEO.

Big investors including California's employee pension fund had called for shareholders to oust Lewis and his fellow directors at the meeting, which was attended by more than 2,000 people. But shareholders did vote to retain the entire board.

One of the angry investors, Michael Garland, director of Value Strategies for CtW Investment Group, praised the ouster of Lewis as chairman. Garland's group handles 33 million BofA shares and works with union-affiliated pension funds.

"It's huge," he said. "It's an enormous victory for shareholders."

"We'll have an independent board chairman, and now the CEO will be accountable to a board chaired by an independent director. It's a critical, critical first step," Garland said.

At the meeting, Garland openly criticized Lewis, saying bad management decisions led to a dramatic drop in Bank of America stock.

O'Donnell, the bank analyst, said the vote outcome was not entirely surprising.

"It's been building up for a while," he said. "There's been a lot of investor discontent regarding his decision, particularly, to buy Merrill Lynch."

Shareholders lined up early in the gathering to speak, with many hurling criticism at Lewis and the Bank of America board for the government-brokered purchase of Merrill Lynch.

"I find it incredible you didn't have the guts to stand up to the U.S. government," said Judith Koenick of Chevy Chase, Md., who said she lost thousands of dollars when BofA shares plunged after the Merrill Lynch purchase.

The government pressured Bank of America into buying Merrill Lynch during the same weekend in September that another investment bank, Lehman Brothers Holdings Inc., collapsed, setting off one of the most intense periods of the financial crisis.

In his remarks to shareholders, Lewis defended the acquisitions of Merrill Lynch and another troubled company, mortgage lender Countrywide Financial Corp.

"Countrywide and Merrill Lynch are two of the most important reasons Bank of America is the most profitable financial services company in the United States so far this year," Lewis said. "Today, I can state without reservation that these acquisitions are not mistakes to be regretted. Both are looking more and more like successes to be celebrated."

The bank and Lewis have been under intense scrutiny because Bank of America is one of the biggest recipients of government bailout money and because the losses at Merrill Lynch turned out to be much higher than expected.

Shareholders who have called for Lewis to resign or be dismissed as chairman and CEO are also irate over the precipitous drop in the company's stock price. Bank of America has fallen 42 percent since the beginning of the year, closing at $8.68, up 53 cents, before the shareholder vote was announced.

Lewis said, "I know the Merrill deal has played a role in the decline of our stock price. But I do not believe it is solely responsible for its decline." He said every major commercial bank in the country is under pressure.

On Tuesday, the California Public Employees' Retirement System said it would vote against re-electing the board, including Lewis. CalPERS, the largest U.S. public pension fund, holds about one-third of 1 percent the bank's outstanding shares.

Massey has been on the Bank of America board since 1998. He served as president of Morehouse from 1995 to 2007 and has also served on boards of big corporations including McDonald's Corp. and Delta Air Lines Inc.

The bank posted a $2.39 billion loss for the three months ended in December, but earned $2.56 billion after preferred dividends for all of 2008, down from $14.80 billion in fiscal 2007.

Bank of America has received $45 billion in government aid as part of the Troubled Asset Relief Program, and additional guarantees backing hundreds of billions more in risky investments after it took over Merrill Lynch in January.

[Associated Press; By IEVA M. AUGSTUMS and MITCH WEISS]

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