Ex-Wells Fargo Exec to Pay $5M to SEC for Misleading Investors

News May 30, 2023 at 06:20 PM
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The former head of Wells Fargo & Co.'s Community Bank, Carrie Tolstedt, has agreed to pay a $3 million penalty to the Securities and Exchange Commission stemming from charges brought in 2020 for her role in allegedly misleading investors about the success of the Community Bank, Wells Fargo's core business.

The SEC previously settled related charges against Wells Fargo and its former CEO and Chairman, John Stumpf.

In addition to the $3 million civil penalty, Tolstedt agreed to pay disgorgement of $1,459,076 plus prejudgment interest of $447,874. The SEC states that it will combine this money with $500 million paid by Wells Fargo and the $2.5 million penalty paid by Stumpf in previous settlements and distribute the sum to harmed investors. The settlement is subject to court approval.

According to the SEC's complaint against Tolstedt, from mid-2014 through mid-2016, Tolstedt publicly described and endorsed Wells Fargo's "cross-sell metric" as a means of measuring Wells Fargo's financial success despite the fact that this metric was inflated by accounts and services that were unused, unneeded or unauthorized.

Tolstedt "knew the cross-sell metric did not accurately track accounts or products that customers needed or used, since she was aware of misconduct at the Community Bank that led to bankers pushing products on customers that they did not need or want, including the unauthorized opening of accounts," the complaint alleges.

Tolstedt, the complaint says, "made misleading public statements to investors at Wells Fargo's investor conferences in 2014 and 2016, and signed misleading sub-certifications as to the accuracy of Wells Fargo's public disclosures when she knew or was reckless in not knowing that statements in those disclosures regarding Wells Fargo's cross-sell metric were materially false and misleading."

According to Wells Fargo, the cross-sell metric was supposed to represent the average number of products sold to households that had "the potential for revenue generation and long-term viability," the complaint states.

Tolstedt, who served as the senior executive vice president of Community Banking for Wells Fargo, "publicly discussed the cross-sell strategy, and the reported metric, as an important means for investors to distinguish Wells Fargo from its banking competitors," according to the complaint.

Contrary to these public statements, the complaint continues, "Tolstedt and Wells Fargo's Community Bank — its largest operating segment — implemented a volume-based sales model in which employees sold volumes of products to existing customers, often with little regard to actual customer need or expected use.

"For several years, until mid-2016, Wells Fargo opened millions of accounts or sold products that were unauthorized or fraudulent, and others that were unneeded and unwanted by retail banking customers. The unused accounts and products were included in the Community Bank's cross-sell metric, sometimes for years," it explains.

Tolstedt "misled investors and the public as to the value of Wells Fargo's securities through false and misleading statements and by repeatedly providing misleading subcertifications as to the accuracy of the Company's required quarterly and annual reports to shareholders," the complaint states.

Monique Winkler, regional director of the SEC's San Francisco Regional Office, said in a statement Tuesday that "companies do not act on their own. Where the facts warrant it, we will hold senior executives accountable for conduct that violates the securities laws."

Without admitting or denying the SEC's allegations, Tolstedt, agreed to a final judgment permanently enjoining her from violating, or aiding and abetting violations of, the antifraud and other provisions of the federal securities laws and imposing a permanent officer-and-director bar.

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