7 Fleet directors make cut but Harvard dean, United Way chief not named to board of Bank of America

By Sasha Talcott, Globe Correspondent, 3/23/2004

The dean of Harvard Business School is out. So is the former chief executive of Shawmut Bank.

Seven FleetBoston Financial Corp. executives made the cut to the new Bank of America board of directors yesterday, forming about one-third of the combined firm's 19-member board. While several of New England's corporate bigwigs will take their place in the new bank, other executives found themselves bounced from the boardroom.

The mayor of Spartanburg, S.C., will hold a key position, as will the chief executives of Fleet, CVS Corp., and NStar. Eugene McQuade, Fleet's president, will also get a spot.

As Charlotte, N.C.-based Bank of America prepares to absorb Fleet next month, the board will play a key role in determining how much of the bank's resources will stay in New England. Fleet executives cite the seven board members as one sign of Bank of America's commitment to the region.

But others said the makeup of the new board reinforces the fact that Fleet will not take the lead once the company moves its headquarters to Charlotte. Even if all of Fleet's board members vote together, they will not have a majority. The new board's first meeting is April 2.

"Bank of America has taken over Fleet," said Alex Thomson, a managing director at Russell Reynolds Associates who recruits in the financial services industry. "While some important businesses will remain in Boston, I think that ration of board members is consistent with that."

In announcing the merger in October, Fleet chief executive Chad Gifford said he would work to keep employment levels flat in New England as long as he remained at the merged bank.

Gifford also said he was "confident" Bank of America chief executive Kenneth D. Lewis and the board would keep employee levels high even after Gifford steps down.

But the new board has also left about a dozen executives out of the new bank, and out of some serious cash: Members of Fleet's board of directors each made $100,000 per year, plus $2,000 for each board meeting attended and $1,000 for each phone meeting. In addition to Kim B. Clark, the Harvard dean, and Joel B. Alvord, the former Shawmut chief, the bank decided not to keep Marian Heard, CEO of the United Way and former Fleet chief executive Terry Murray, who steered Fleet to become the largest bank in New England.

Heard, who has been on the Fleet board for more than a decade, said yesterday she was not upset about losing the position in the combined company. One holdup: She lost her status as an outsider last year when Fleet granted the United Way $3.6 million.

She also said she felt "the female gender would be adequately represented." Bank of America has three women on its new board.

As the old Fleet board members waited to hear this week whether they had been selected, Heard said most of them did not take the selection process personally and there was "no drama."

Though New England nonprofits will no longer have representation once Heard leaves, she said she has no doubts the Fleet executives will take care of local charities.

"New England will be the focus of attention and continued support," she said. "Whether or not the corporate headquarters is here, we have access."

Lewis said in a statement yesterday the bank selected its board largely for its diversity and "strong commitment to corporate governance."

Bank of America and Fleet recently paid $675 million in penalties for improper trading in their mutual funds, and regulators are urging Bank of America to oust eight of its mutual fund trustees.

But MassPIRG, a consumer advocacy group, criticized the selections yesterday, saying the new board still has just three members who represent nonprofit groups.

"The new Bank of America board is comprised mostly of top executives from Fortune 500 companies who will most likely prioritize the best interests of their shareholders over the best services for their customers," said Eric Bourassa, a consumer advocate.

The Fleet members of the new board of directors include: William Barnet, chief executive of Barnet Co. Inc.; John T. Collins, chief executive of Collins Group Inc.; Gary L. Countryman, chairman emeritus of Liberty Mutual Insurance Co.; Gifford; Thomas J. May, NStar chief executive; McQuade; and Thomas M. Ryan, chief executive of CVS Corp.

Sasha Talcott can be reached at stalcott@globe.com.

© Copyright 2004 Globe Newspaper Company.

© Copyright 2004 The New York Times Company


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