Gifford's Role Pivotal in B of A Search

Do opposites attract?

Charles Gifford, a Bank of America Corp. director with a penchant for deliberative decision-making, has emerged as a major player in the company's CEO-selection saga.

So much so that while the Charlotte company originally planned to announce Kenneth Lewis' successor by Thursday, there is increasing chatter among investors that Gifford may be a viable interim chief if B of A needs extra time.

B of A's board is under pressure to act quickly, but all signs indicate that Gifford may prefer a more methodical pace, one he might have employed if he had his druthers last year in B of A's contentious purchase of Merrill Lynch & Co. Gifford, the CEO who sold FleetBoston Financial Corp. to B of A in 2004, is a key member of the six-person committee seeking Lewis' replacement.

Gifford "is a bright guy who prefers to be deliberate rather than shoot from the hip" on big decisions, said Frank Barkocy, the director of research at Mendon Capital Advisors, who has followed Gifford since he was CEO of BankBoston Corp. a decade ago. "He seems to be the kind of guy who would think things through and seek consensus.

"At this time he may be person you need at the helm," Barkocy said.

D. Anthony Plath agrees. Plath, a University of North Carolina at Charlotte finance professor who closely follows B of A's board, said that he believes Gifford is trying to fill a power vacuum left by Lewis, and that, ideally, Gifford would have promoted Brian Moynihan, a former Fleet lieutenant who runs consumer and small-business banking at B of A, after conducting a "perfunctory" external search.

"That plan backfired when Bank of America received feedback from institutional investors" who demanded an outsider, Plath said. "I think the entire board, including Gifford, underestimated the amount of time it has taken to identify a suitable candidate."

Though Plath said he doubts Moynihan will eventually become CEO, he said Gifford's willingness to fill in could enhance his former protege's odds over time.

Marshall Front, the chairman of Front Barnett Associates LLC, which owns 350,000 shares of Bank of America stock, also said that big investors favor a new face to run the company. "It would have been naive to expect a quick decision," he said. Gifford, meanwhile, is a "highly regarded" executive who has "negotiated the politics at Bank of America" well over the last five years.

Regarding the search, a Bank of America spokesman said Tuesday the process "is continuing and a decision is expected in the near future." He would not reaffirm previous comments by the company that it aimed for a decision this week. Efforts to reach Gifford were unsuccessful.

Front and others said the search is being slowed by outside influences, too, such as input from regulators and a steady stream of rejection by high-profile targets.

Still, some point out that Gifford is the type of executive who would seek to ensure the company avoids a rush to judgment.

Gifford portrayed himself as such during testimony before the House Oversight Committee last week. In discussing his initial reluctance to approve the Merrill deal, Gifford said his primary concern was the risk of a hasty decision, rather than specific worries about the New York investment bank.

"Overwhelmingly, my issues had to do with timing" at the height of the financial meltdown last September, he told the committee. "At a time like that, inevitably your guard is up," he said. "We were looking at a transaction admittedly in a short time period. I was just, if you will, in a very sensitized state. It was much more along those lines than it was Merrill Lynch itself."

Gifford's last two big deals as a bank CEO support the view of an executive willing to take time to evaluate major strategic shifts carefully. According to proxy materials filed at the time, Fleet's negotiations with Bank of America took the better part of two months. (Moynihan had a key role in evaluating components of that deal.)

Gifford, as the CEO of BankBoston, and his management team took nearly a year — from first contact in April 1998 to a March 1999 agreement — to discuss, deliberate and negotiate the company's merger with Fleet Financial Group Inc.

William Fitzpatrick, an analyst at Optique Capital Management, said B of A has been known to quickly pull the trigger on deals, including the 10 days for agreeing to buy the credit card issuer MBNA Corp. in June 2005. "You can argue that they turn over a new leaf and exercise more discipline going forward," he said. "If they land a good candidate, this could end more favorably."

Gifford has a substantial financial stake to defend. According to regulatory filings, he controls more than 310,000 shares of B of A stock, valued at roughly $5 million. (That is an improvement from March, when the holdings had dipped to $984,000.) The January decision to cut the dividend to a penny also hit his holdings hard. In a Jan. 15 e-mail to a fellow director, Gifford said the move would "screw the shareholders."

Plath also said it is difficult to overlook or downplay a former CEO's desire to uphold his legacy as a leader. "His career and reputation would go down in shambles if he doesn't step up and pull this thing together," Plath said. "At this point, he almost has to step in."