DEF 14A of Wells Fargo & Company/MN
Filed Mar 18, 2024 · FY20230000072971-24-000084
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| Financial Empowerment | | | Competitive pay •We offer market-competitive base salary and incentive compensation opportunities for our employees. •Our incentive compensation is linked to company, lines of business, and individual performance, including meeting regulatory expectations and creating long-term value consistent with the interests of shareholders. | Retirement benefits •Eligible U.S. 401(k) plan participants receive dollar for dollar company match of up to 6% for eligible compensation. •Eligible U.S. employees earning less than $75,000 also receive a Company 401K contribution of 1% a year of eligible compensation. •Outside of the U.S., we offer locally competitive benefits programs. •We offer a variety of disability, critical illness and life insurance benefits for eligible employees and their dependents. |
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| Physical and Family Support | | | Healthcare benefits •We remain focused on healthcare quality and affordability: –Wells Fargo contributes up to 85% of per-paycheck cost of medical coverage, depending on compensation level, for U.S. employees. –For employees earning less than $48,000, Wells Fargo lowered medical premiums by an average of 19% over the last five years. –Additional annual assistance with out-of-pocket medical costs. •To help our employees and their covered family members with the complexities of healthcare, we have simplified our medical plan design and options, and, in 2024, introduced a free concierge navigation service. | Back-up care •When regular childcare arrangements fall through, employees have access to in-home and center-based backup childcare. •Backup adult care is also available. Family building •Day 1 parental leave benefit of up to 16 weeks paid time off for eligible employees following the birth or adoption of a child, beginning in 2024. •Combined lifetime benefit for eligible surrogacy, tissue donor and adoption expenses, beginning in 2024. |
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1.As of December 31, 2023, unless otherwise noted.
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| 8 | Wells Fargo & Co. |
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| Well-Being Programs | | | Time-off from work •Paid time off, community service time, flexible time away for personal matters (e.g., recognized religious, cultural, patriotic, community, or diversity observances), caring for loved ones, bereavement, voting and military service time away. Employee Assistance Program •In 2023, enhanced our U.S. Employee Assistance Program (EAP) to offer employees and their eligible dependents six free in-person or virtual counseling sessions per issue for up to 12 sessions per calendar year. | Flexible work schedules •Hybrid schedules supported with flexibility to work remote up to two days a week for some non-customer facing roles. Mental health support programs •Employee support around mental health and well-being offered, including access to online expert sessions, a mental health mobile app, one-on-one wellness coaching, weekly mindfulness meditation, and virtual yoga classes. |
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| Our Harassment and Discrimination Framework As reflected in our policies and practices, we believe in a company where employees are free from harassment and discrimination. | | | Code of Conduct •Applies to all employees, including executive officers, and provides that harassment or discrimination will not be tolerated. •Employees, as appropriate, are required to promptly report any harassment or discrimination. •Wells Fargo provides multiple avenues for employees to raise concerns (including on an anonymous basis) and prohibits retaliation of any kind against anyone for providing information in good faith (or otherwise in accordance with applicable country-specific laws). Anti-Harassment and Discrimination Policy •Establishes that Wells Fargo does not tolerate harassment or discrimination based on any characteristics protected by applicable laws, including age, race, color, gender, national origin, sexual orientation or disability. •Applies broadly to all Wells Fargo employees and covers conduct both inside and outside the workplace, including during work-related or Company-sponsored events, business travel, at customer locations and remote work. •Encourages and sets expectation that all employees should report any concerns related to harassment or discrimination, whether it’s directed at the employee or someone else, even if all the facts are not immediately available or if it is unclear whether the conduct violates the policy. Processes for monitoring, testing, and auditing the effectiveness of relevant workplace policies •The processes and controls in support of our Anti-Harassment and Discrimination Policy are subject to monitoring activities by Independent Risk Management, and Internal Audit independently assesses systems of control and governance processes. | Affirmative Action and Equal Employment Opportunity Policy for the United States •Reflects Wells Fargo’s commitment to creating a workplace free of discrimination and harassment based on legally protected characteristics. •Requires managers to recruit, hire, and promote employees based on their individual ability and experience, and to administer employee compensation in accordance with the Company’s commitment to providing fair and equitable pay. •Reiterates that Wells Fargo prohibits retaliation for filing a complaint, assisting or participating in an investigation, inquiring about or discussing one’s own pay or the pay of another employee or applicant, opposing any unlawful act or discriminatory practice, or exercising any rights protected under applicable laws and regulations. Speak Up and Nonretaliation Policy •Encourages employees to speak up and report potential misconduct—including harassment, discrimination, or retaliation—using any of the reporting channels listed in the Code of Conduct, and reiterates that we prohibit retaliation. Employee training programs and policies •U.S. employees are required to complete anti-harassment and discrimination training annually. Training covers expectations for workplace conduct, helps employees recognize situations that may involve harassment or discrimination and describes the ways in which employees can report harassment and discrimination matters without fear of retaliation. •While our goal is prevention, when an allegation of discrimination or harassment is made, our policies require us to thoroughly and objectively investigate it and take appropriate action, up to and including termination of any employee found to have engaged in inappropriate conduct. •Our Employee Investigations team typically surveys the parties involved in an investigation to solicit feedback on the investigation process. |
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| 2024 Proxy Statement | 9 |
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| Our Freedom of Association and Collective Bargaining Framework | | | Respect for employees’ rights under applicable local laws related to freedom of association and collective bargaining •We support the legal right of every employee to make a free and informed choice about whether they want union representation. •We have implemented, and are committed to maintaining, policies and practices which are consistent with applicable law regarding employees’ rights to freedom of association and collective bargaining. Our policies do not prohibit employees from forming or joining labor organizations or from collective bargaining, nor do they prohibit employees from discussing wages, benefits, and terms of employment. •We have developed and implemented online engagement and labor relations training for U.S. managers. This online training is in addition to the existing in-person training available to managers and HR business partners. | Our right to communicate with our employees about the important topic of unions and union representation •Because we feel strongly that employees should have all the facts about unions and union representation before they decide whether to form or join a union, we exercise our right, in accordance with applicable law, to communicate with them about the important topic of unions and union representation. While we support and respect our employees’ right to make their own decisions, we prefer to hear employees’ concerns and work with them directly, which allows us to best determine how we can work together to improve our workplace. •We are committed to collective bargaining in good faith with our employees who are represented by a labor union certified as their bargaining representative and believe our employees are positioned to make the best decision on whether to be represented by a labor union for themselves when they have full information. •Employees are encouraged to raise concerns and feedback. We provide a number of forums for employees to share their voices and insights in a public or private manner. |
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Our Commitment to DE&I As described below with select illustrative examples, we have set three strategic priorities to foster DE&I within our Company and the communities in which we operate.
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| 1 | Increase diverse representation at all levels of the Company through an inclusive culture and workplace environment Our Operating Committee members and/or executive delegates sponsor 18 DE&I Councils and 10 Employee Resource Networks across different business groups and regions. | | 2 | Better serve and grow our diverse customer segments in each line of business Our Banking Inclusion Initiative brings together a number of internal teams and external stakeholders to increase access to affordable digital banking products and financial education. | | 3 | Support and increase our spend with diverse suppliers Company-wide We are establishing relationships with a diverse set of suppliers who reflect our employees and the customers and communities we serve. Our supplier diversity strategy expands across regional and national organizations that share our commitment to support programs and services for diverse communities. |
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Employee Demographics1
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| U.S. Workforce 55% self-identify as female 47% self-identify as racially or ethnically diverse | Operating Committee2 27% self-identify as female 27% self-identify as racially or ethnically diverse |
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1.As of December 31, 2023. 2.Does not include our CEO, Charles W. Scharf.
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| 10 | Wells Fargo & Co. |
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Pay Equity Review Wells Fargo is committed to fair and equitable compensation practices. We have conducted an annual pay equity review through engagement with a third-party consultant for a number of years. The pay equity review compares the compensation of women to men globally and U.S. minorities versus U.S. non-minorities taking into account factors such as role, level, tenure, and geography. We may make adjustments to compensation in the event the review identifies gaps. The year-end 2023 review showed that women at Wells Fargo continue to earn more than 99 cents for every $1 earned by their male peers, and U.S. employees who are racially/ethnically diverse earn more than 99 cents for every $1 earned by their Caucasian/white peers. Where to Find Additional Information For more information on our human capital management and DE&I practices, please see our disclosures available on the Corporate Responsibility Goals and Reporting page of our website at https://www.wellsfargo.com/about/corporate-responsibility/goals-and-reporting/. These disclosures include:
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| DE&I Report | Racial Equity Assessment |
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| 2024 Proxy Statement | 11 |
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| Item 1 | | | | | | Election of Directors | | | Our Board recommends that you vote FOR the election of each of the 13 director nominees for a one-year term. | |
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Director Nominees for Election •Our Board believes the 13 director nominees bring the right mix of professional experiences, capabilities, and diverse perspectives to provide effective oversight and governance of our Company’s strategy and risk management – including our top priority, which is to continue building an appropriate risk and control infrastructure. •Our Board composition reflects a thoughtful process informed by the Board’s own comprehensive annual self-evaluation and feedback received from shareholders and other stakeholders. In addition, our Board has policies establishing a director retirement age and limitation on other public company board service. •All nominees are currently directors of Wells Fargo & Company and were last elected by our shareholders at the 2023 annual meeting, except for new nominee Fabian T. Garcia, who was nominated by the Board in February 2024, and identified by a third-party search firm for consideration by the Governance & Nominating Committee (GNC). •Our Board continues to be led by an independent chair with well-defined authority and responsibilities, providing for strong leadership and effective oversight. •All nominees are independent except our CEO, and all standing committee members are independent. •Our Board and committee members are actively engaged, with more than 60 total meetings in 2023 and an average attendance over 95%. •We have a strong annual shareholder engagement program with responsive and evolving governance practices.
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| 92% director nominees have risk management experience | 50% independent director nominees are new to the Board in last five years | | 54% director nominees are gender and/or racially/ethnically diverse | 50% Board committee chairs are gender and/or racially/ethnically diverse |
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Directors are elected at each annual meeting of shareholders and hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.
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| 12 | Wells Fargo & Co. |
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Board Composition, Qualifications, and Experience Board Succession Planning Framework Our Board conducts formal succession planning annually and has adopted a Board Succession Planning Framework to assist the Board in this process. Key factors considered in this annual evaluation are discussed in the table below.
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| Factor Considered | What the Board Evaluates | | Company Strategy and Risks | •How current and evolving risks may create needs for particular qualifications and experience on the Board and its committees, including relevant banking, bank regulatory, and other financial services experience. | | Essential Skills and Expertise | •Mix of skills, knowledge, experience, and perspectives necessary to support the Company’s strategy and risk profile. | | Diversity | •Mix of backgrounds, industry, professional experience, personal qualities and attributes, and geographic and demographic communities represented. | | Director Tenures | •Average tenure, including on committees and in committee leadership roles, and overall mix of individual director tenures of the Board to achieve an appropriate balance of new perspectives and institutional knowledge and insight. | | Retirement Policy | •Maintaining an appropriate balance of tenure, experience, and perspectives on the Board, with a retirement policy pursuant to which non-management directors generally will not be nominated for a term beginning after their 75th birthday. | | Director Attendance and Participation; Limitation of Service on Outside Boards | •The ability of directors to effectively participate in Board meetings and responsibilities in light of their personal circumstances and other time commitments, including service on other public company boards of directors. | | Board Self-Evaluations | •The performance of the Board as a whole and each individual director’s performance and contributions to the work of the Board and its Committees. |
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Our Board’s succession planning process is designed to align the Board’s composition with the Company’s needs as its strategy, risk appetite, and risk profile evolve. Succession planning also addresses Board and committee leadership, Board committee composition, upcoming retirements, our commitment to Board diversity, and recruiting strategies for new directors. The GNC and our Board consider a number of factors in evaluating the Board’s composition, as indicated below, along with other factors the Board deems appropriate.
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| 2024 Proxy Statement | 13 |
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Our Nominees’ Skills and Experience As described in our Corporate Governance Guidelines, our Board has identified the following minimum qualifications for any new candidates for director:
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| Character and Integrity | CEO or Leadership Experience | Financial Literacy or Other Relevant Professional or Business Experience | Independent Thinking and Constructive Collegiality |
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The GNC and our Board desire an appropriate balance of skills, knowledge, experience, viewpoints, and perspectives that are relevant to our business, strategy, risk profile, and risk appetite. In addition to the minimum qualifications required for Board service under the Corporate Governance Guidelines, the following skills and experience contribute to a well-balanced Board that continues to develop and provide valuable oversight as the Company progresses on our strategic priorities.
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| Skill/Experience | Description | | Risk Management | Experience managing risks in a large organization, including specific types of risk (e.g., financial, cyber, compliance) | | Strategic Planning, Business Development & Operations | Experience as CEO or in other executive leadership roles defining and driving strategic direction and growth and managing operations of a business or large organization | | Financial Services | Experience in consumer banking, wholesale/institutional, wealth management, or other financial services | | Regulatory | Experience in regulatory matters or affairs, including as part of a regulated financial services firm or in another highly regulated industry | | Human Capital Management | Experience in managing and developing human capital, including compensation and succession planning | | Consumer, Marketing, Digital | Experience in a client services or consumer retail business, including mobile and digital consumer experiences, or marketing | | Information Security, Cybersecurity, Technology | Experience in information security, data privacy, cybersecurity, or use of technology to facilitate business operations and customer service | | Accounting, Financial Reporting | Experience as a CFO, accountant, or auditor at a large accounting firm or other relevant experience, including service as a member of a public company audit committee | | Corporate Governance | Experience in corporate governance matters, including through service as a chair or lead director of a board of directors | | Environmental & Social Responsibility | Experience in environmental and social responsibility matters, including as part of a business, service as a member of a relevant board committee, or from relationships with communities and stakeholders | | Government, Public Policy | Experience in government affairs and public policy, including as part of a business or positions with government organizations or regulatory bodies | | International | Experience doing business internationally or focused on international issues and operations |
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| 14 | Wells Fargo & Co. |
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Our Director Nominees’ Qualifications The following matrix highlights the specific skills and experience relied on most by the Board in recommending that each nominee serve as a director, and the absence of a designation does not mean a director does not possess that particular skill or qualification. Each director also contributes other important skills, knowledge, experience, viewpoints, and perspectives to our Board that are not reflected in the chart below.
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| | Risk Management | Strategic Planning, Business Development & Operations | Financial Services | Regulatory | Human Capital Management | Consumer, Marketing, Digital | Information Security, Cybersecurity, Technology | Accounting, Financial Reporting | Corporate Governance | Environmental & Social Responsibility | Government, Public Policy | International | | Steven D. Black (Chair) Former Co-CEO, Bregal Investments, Inc. | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | | ⬤ | | | ⬤ | | Mark A. Chancy Former Vice Chair and Co-COO, SunTrust Banks, Inc. | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | | | | | | Celeste A. Clark Principal, Abraham Clark Consulting, LLC | | ⬤ | | ⬤ | | ⬤ | | | ⬤ | ⬤ | ⬤ | ⬤ | | Theodore F. Craver, Jr. Former Chair, President and CEO, Edison International | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | ⬤ | ⬤ | ⬤ | | | | Richard K. Davis Former President and CEO, Make-A-Wish America | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | | ⬤ | ⬤ | ⬤ | | ⬤ | | Fabian T. Garcia Global President, Personal Care, Unilever PLC | ⬤ | ⬤ | | | ⬤ | ⬤ | | | ⬤ | ⬤ | | ⬤ | | Wayne M. Hewett Senior Advisor, Permima | ⬤ | ⬤ | | | ⬤ | | | ⬤ | ⬤ | ⬤ | | ⬤ | | CeCelia G. Morken Former CEO, Headspace | ⬤ | ⬤ | ⬤ | | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | ⬤ | ⬤ | | Maria R. Morris Former EVP and Head, Global Employee Benefits, MetLife | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | ⬤ | | ⬤ | | Felicia F. Norwood EVP and President, Government Health Benefits, Inc. | ⬤ | ⬤ | | ⬤ | ⬤ | ⬤ | | | | ⬤ | ⬤ | | | Ronald L. Sargent Former CEO and Chair, Staples, Inc. | ⬤ | ⬤ | | | ⬤ | ⬤ | | ⬤ | ⬤ | ⬤ | | ⬤ | | Charles W. Scharf CEO and President, Wells Fargo | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | ⬤ | ⬤ | | ⬤ | | Suzanne M. Vautrinot President, Kilovolt Consulting, Inc. | ⬤ | ⬤ | | | ⬤ | | ⬤ | | | ⬤ | ⬤ | ⬤ | | Total % | 92% | 100% | 54% | 62% | 92% | 62% | 38% | 54% | 69% | 85% | 31% | 77% |
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| 2024 Proxy Statement | 15 |
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Board Diversity The GNC and our Board believe that it is essential that the composition of our Board reflects the diversity of the communities we serve. As described in the Corporate Governance Guidelines and the GNC’s charter, the GNC will consider, in identifying or evaluating first-time candidates or nominees for director, the current composition of our Board and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity, and other qualities and attributes with those of the other Board members. The GNC believes that it has been successful in its efforts over the years to promote gender, race, and ethnic diversity on our Board. Our Board believes that our director nominees for election at our 2024 Annual Meeting bring to our Board a variety of different backgrounds, skills, professional and industry experience, and other personal qualities, attributes, and perspectives that contribute to the overall diversity of our Board. The Board expects to maintain its focus on Board diversity as well as on other desired qualifications and experience identified by the Board in future director recruitment efforts. The GNC and our Board will continue to monitor the effectiveness of their practices in any new director search efforts and in their annual self-evaluation process. Director Nominee Diversity Highlights
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| 54% director nominees are gender and/or racially/ethnically diverse | 50% Board committee chairs are gender and/or racially/ethnically diverse | | 38% director nominees are women | 31% director nominees are racially/ethnically diverse | | 65 years average age of independent director nominees | <65 years 65-70 years >70 years 6 4 2 age range of independent director nominees |
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Diversity Among Our Director Nominees
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| | Steven D. Black | Mark A. Chancy | Celeste A. Clark | Theodore F. Craver, Jr. | Richard K. Davis | Fabian T. Garcia | Wayne M. Hewett | CeCelia G. Morken | Maria R. Morris | Felicia F. Norwood | Ronald L. Sargent | Charles W. Scharf | Suzanne M. Vautrinot | | Gender | M | M | W | M | M | M | M | W | W | W | M | M | W | | Racial/Ethnic Diversity | | | ⬤ | | | ⬤ | ⬤ | | | ⬤ | | | |
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Other Policies and Practices Director Tenure and Retirement Age Policies The Board’s Corporate Governance Guidelines reflect the Board’s recognition of the importance of periodic Board refreshment and maintaining an appropriate balance of tenure, experience, and perspectives on the Board. The Board values the contributions of both newer directors and directors who have developed extensive experience and insight into the Company. The Board believes that directors should not have an expectation of being renominated annually and that the Board’s annual self-evaluation is a key component of its director nomination process. As set forth in our Corporate Governance Guidelines, the Board has established a retirement policy, pursuant to which non-management directors will not be nominated for a term beginning after their 75th birthday. The Board may, however, approve the nomination of a non-management director after the age of 75 if, due to special or unique circumstances, the Board determines that it is in the best interest of our Company and shareholders for the individual to be nominated for election. Our Board’s retirement age policy, which was recently increased from 72 years old, is intended to facilitate our Board’s recruitment of new directors with appropriate skills, experience, and backgrounds while providing for continuity and an orderly transition of leadership on our Board and its committees.
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| Balancing Fresh Perspectives and Institutional Knowledge on Our Board As a result of our Board succession planning and recent refreshment, we have a range of tenures bringing a balance of fresh perspectives and institutional knowledge, and a mix of diversity and experience represented on our Board and its committees. In the last five years, there have been six new or proposed independent director nominees to our Board. These nominees include three gender and/or racially/ethnically diverse individuals, and they bring a range of skills to the Board, including risk management, financial services, regulatory, and human capital management experience. | 5 Years average tenure of incumbent independent director nominees1 |
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Limitation of Service on Outside Boards of Directors The Company and its shareholders derive value from the experience directors bring from other boards on which they serve. Given the significant responsibilities of directors, each director must be ready, willing, and able to devote sufficient time to carrying out their Board responsibilities effectively. In accordance with the Corporate Governance Guidelines, unless the GNC determines that such other board service would not impair the director’s service to the Company, directors may not serve as a director on the board of directors of more than four public companies, including the Company, and a director who serves as the CEO of a public company may not serve as a director on the board of directors of more than three public companies, including the boards of the Company and the company of which such director serves as CEO. All of our directors are in compliance with this policy. 1.Based on completed years of service from the date first elected to the Board. Does not include new independent director nominee Fabian T. Garcia.
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| 2024 Proxy Statement | 17 |
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Our Director Nominees Biographies of our Director Nominees Biographical information about each of our 13 director nominees is set forth below. For each nominee, this includes the key qualifications, skills, and experience that support the Board’s recommendation that the nominee serve as a director of Wells Fargo, as well as on any committees to which he or she is assigned.
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| | Steven D. Black Independent Chair of the Board | | | | Former Co-CEO, Bregal Investments, Inc., an international private equity firm (September 2012 – December 2021) | | | | Board Committees | | | | Finance Committee (Chair) | Human Resources Committee | | Age 71 Director Since April 2020 Other Current Public Company Directorships •Nasdaq, Inc. (management compensation committee chair; nominating & ESG committee) Prior Public Company Directorships •The Bank of New York Mellon Corporation | Qualifications That Benefit Our Board •Significant experience and leadership handling risk management, including cybersecurity, throughout career as an executive at financial institutions, providing the ability to effectively lead the Board in overseeing the risks our Company faces. •Extensive experience in international and strategic planning and operations from holding key strategic roles at financial institutions such as JPMorgan and Citigroup. •45-year career in financial services, investment banking, and private equity industries, including as vice chair of JPMorgan and executive chair of its investment bank, and in senior roles at Citigroup, with particular experience in wholesale/institutional banking and wealth management – areas that are key to our business. •Experience in human capital management issues developed in senior leadership roles, including as a member of JPMorgan’s operating and executive committees, with additional experience as chair of the management compensation committee of Nasdaq, Inc., a global technology company. •Corporate governance and regulatory experience from public company board service at highly regulated financial services companies, as a board member of Nasdaq, and as a former board member of The Bank of New York Mellon. Prior Experience •Vice Chair, JPMorgan, a global financial services company (2010 – 2011) •Executive Chair, JPMorgan’s investment bank (2009 – 2010) •Co-CEO, JPMorgan’s investment bank (2004 – 2009) •Deputy Co-CEO, JPMorgan’s investment bank (2003 – 2004) •Head of JPMorgan investment bank’s Global Equities business (2000 – 2003) •Various leadership roles, Citigroup, a global financial services company, and its predecessor firms (pre-2000) | |
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| 18 | Wells Fargo & Co. |
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| | Mark A. Chancy Independent | | | | Former Vice Chair and Co-COO, SunTrust Banks, Inc., a bank holding company (April 2017 – December 2019 and February 2018 – December 2019, respectively) | | | | Board Committees | | | | Audit Committee | Finance Committee | | Age 59 Director Since August 2020 Prior Public Company Directorships •EVO Payments, Inc. | Qualifications That Benefit Our Board •Relevant risk management and strategic and operational experience gained from tenure in various senior executive positions with SunTrust, a U.S. bank holding company. –“Risk expert” under federal banking regulations. •30+ year career in the financial services industry, including a broad range of leadership roles at SunTrust spanning areas applicable to our Company, including wholesale banking, consumer and commercial banking (including mortgage and consumer lending and wealth management), corporate and investment banking, and financial management, as well as marketing and data and analytics matters. •Regulatory experience gained in various senior leadership roles at a bank holding company subject to federal banking regulations and other regulatory matters. •Significant executive leadership and human capital management experience developed throughout career in financial services industry, including as former vice chair and co-COO at SunTrust. •Experience as former CFO and treasurer of SunTrust and as former member of the audit committee of EVO Payments, a payments technology and services provider company, provides accounting and financial reporting experience relevant to our Company. –“Financial expert,” as defined in SEC Regulation S-K. Prior Experience •Consumer Segment Executive, SunTrust (2017 – 2019) •Corporate EVP and Wholesale Banking Executive, SunTrust (2011 – 2017) •CFO, SunTrust (2004 – 2011) •Treasurer, SunTrust (2001 – 2004) •CFO, The Robinson-Humphrey Company, Inc. (acquired by SunTrust, 2001) Mr. Chancy is also a member of the board of directors of the Company’s principal banking subsidiary, Wells Fargo Bank, N.A. | |
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| 2024 Proxy Statement | 19 |
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| | Celeste A. Clark, Ph.D. Independent | | | | Principal, Abraham Clark Consulting, LLC, a health and regulatory policy consulting firm (since November 2011) | | | | Board Committees | | | | Corporate Responsibility Committee (Chair) | Governance & Nominating Committee | | Age 70 Director Since January 2018 Other Current Public Company Directorships •Darling Ingredients, Inc. (ESG committee) •Prestige Consumer Healthcare Inc. (compensation & talent management committee; nominating & corporate governance committee chair) •The Hain Celestial Group, Inc. (compensation committee; corporate governance & nominating committee) Prior Public Company Directorships •AdvancePierre Foods Holdings, Inc. •Mead Johnson Nutrition Company •Omega Protein Corporation Other Leadership Service •Trustee, W.K. Kellogg Foundation | Qualifications That Benefit Our Board •Focus on regulatory affairs and leadership development as principal of Abraham Clark Consulting, a health and regulatory policy consulting firm, with additional prior regulatory experience as global public policy executive at Kellogg Company, a large food manufacturing company. •Relevant international, strategic planning, and consumer retail experience, having led the development and implementation of health, nutrition, and regulatory science initiatives across 180 global markets at Kellogg. •Significant corporate governance experience from service as board member at public companies across a variety of industries, currently including organic ingredients, healthcare products, and natural products companies. •Deep environmental and social responsibility insights gained from serving as chief sustainability officer of Kellogg, as well as from tenure as a trustee of the W.K. Kellogg Foundation, one of the largest philanthropic foundations in the United States, and as President of the Kellogg Company corporate citizenship fund and 25-year Employees’ Fund, with additional experience as member of the ESG committee of Darling Ingredients, Inc., an organic ingredients company. •Significant public policy experience as an executive in charge of global public policy, external relations, and sustainability matters. Prior Experience •SVP, Global Public Policy and External Relations at Kellogg Company, a global food manufacturing company (2010 – 2011) •Chief Sustainability Officer, Kellogg Company (2008 – 2011) •Various leadership roles, Kellogg Company (pre-2008) | |
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| 20 | Wells Fargo & Co. |
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| | Theodore F. Craver, Jr. Independent | | | | | Former Chair, President and CEO, Edison International, an electric utility holding company (April 2008 – September 2016) | | | | | Board Committees | | | | | Audit Committee (Chair) | Finance Committee | Governance & Nominating Committee | | Age 72 Director Since January 2018 Other Current Public Company Directorships •Duke Energy Corporation (corporate governance committee chair; compensation and people development committee; Independent Lead Director) Prior Public Company Directorships •Edison International •Health Net, Inc. Other Leadership Service •Member, advisory board, Center on Cyber and Technology Innovation •Former Member, Economic Advisory Council, Federal Reserve Bank of San Francisco | Qualifications That Benefit Our Board •Risk management experience developed from many years in key management positions in heavily regulated industries, including as former chair, president, and CEO at Edison International, an electric utility holding company, as well as from current and former board leadership roles at various companies, which also provides corporate governance experience. •Significant financial services industry knowledge gained from 23 years of experience in the banking industry, including insights related to our wholesale/institutional and wealth management businesses from holding senior roles at First Interstate Bancorp, a predecessor company of Wells Fargo. •Extensive regulatory experience with highly regulated industries, from holding senior management positions at Edison International and First Interstate Bancorp, as well as from former membership on economic advisory council of the Federal Reserve Bank of San Francisco. •Deep understanding of cybersecurity oversight stemming from board and executive experience and service as an advisory board member of the Center on Cyber and Technology Innovation, with additional insights into environmental and social responsibility matters. –Holds CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. •Prior experience as CFO and treasurer at various points in career provides relevant accounting and financial reporting experience, with additional insights given service as the chair of the audit committee of Duke Energy Corporation –“Financial expert,” as defined in SEC Regulation S-K. Prior Experience •Chair and CEO, Edison Mission Energy, a subsidiary of Edison International (2005 – 2008) •Various leadership roles, Edison International (1996 – 2005) •Various leadership roles, First Interstate Bancorp, a predecessor company of Wells Fargo (pre-1996) Mr. Craver is also a member of the board of directors of the Company’s principal banking subsidiary, Wells Fargo Bank, N.A. | | |
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| 2024 Proxy Statement | 21 |
Steven D. Black
| | Richard K. Davis Independent | | | Former President and CEO, Make-A-Wish America, a nonprofit organization (January 2019 – November 2022) | | | Board Committees | | | Risk Committee | | Age 66 Director Since April 2022 Other Current Public Company Directorships •Mastercard Incorporated (human resources & compensation committee chair) •Dow Inc. (and its predecessor entities) (audit committee chair, corporate governance committee; Lead Director) Prior Public Company Directorships •Xcel Energy •U.S. Bancorp Other Leadership Service •Former Representative, Ninth District, Federal Reserve; President, Financial Advisory Committee •Former Chair, Financial Services Roundtable •Former Chair, Consumer Bankers Association •Former Chair, The Clearing House | Qualifications That Benefit Our Board •40+ years of relevant risk management experience, including managing risk as CEO at U.S. Bancorp, a U.S. bank holding company, in addition to corporate governance experience from service on boards of companies with complex risk management profiles, including with respect to cybersecurity. –“Risk expert” under federal banking regulations. •Extensive international and strategic planning and operations experience in the financial services industry, including as related to our consumer banking, wholesale/institutional, and wealth management businesses, gained from senior leadership roles as former executive chair and CEO of U.S. Bancorp, and as chair of the Clearing House, a U.S. banking association and payments company. •Deep understanding of regulatory matters relevant to our business, given prior experience as CEO and in other senior roles at U.S. Bancorp, a federally regulated financial institution, as well as from former service as representative for the Ninth District of the Federal Reserve and member of financial services advocacy organizations the Financial Services Roundtable and Consumer Bankers Association. •Human capital management experience includes role as former executive chair and CEO of U.S. Bancorp and as former president and CEO of a leading a nonprofit organization, which also provides relevant environmental and social responsibility insights, with additional experience as chair of the human resources and compensation committee of Mastercard, a global payments technology company. •Accounting and financial reporting experience developed as CEO of U.S. Bancorp, as well as from service as chair of the audit committee of Dow Inc., a global materials science company. Prior Experience •Executive Chair, U.S. Bancorp, a U.S. bank holding company (2007 – 2018) •CEO, U.S. Bancorp (2006 – 2017) •Various leadership roles, U.S. Bancorp and its predecessor firms (1993 – 2005) Mr. Davis is also the chair of the board of directors of the Company’s principal banking subsidiary, Wells Fargo Bank, N.A. |
Steven D. Black
| 22 | Wells Fargo & Co. |
Steven D. Black
| | Fabian T. Garcia Independent | | | Global President, Personal Care, Unilever PLC, a British multinational consumer goods company (since July 2022) | | Age 64 Director Since N/A – new nominee Other Current Public Company Directorships •Arrow Electronics, Inc. (compensation committee) Prior Public Company Directorships •Kimberly-Clark Corporation Other Leadership Service •Member, Council of Foreign Relations | Qualifications That Benefit Our Board •Risk management experience from leading various business units as consumer products executive, with additional insights from having previously served as a public company CEO, provides valuable perspective on consumer and retail matters, which are growing areas of importance for our Company. •Extensive international and strategic planning and operations experience across 40+ year career as global consumer products and retail executive overseeing iconic consumer brands in diverse markets, including as current global president of personal care and member of the leadership executive of Unilever, a British multinational consumer goods company. •Valuable human capital management experience from holding various senior leadership roles at global retail companies, including as president and CEO of Unilever North America and CEO at Revlon, a personal care product company, and from serving as member of public company compensation committee. •Significant insights into consumer and marketing trends, having led digital and e-commerce initiatives at retail companies and advising consumer packaged goods companies during tenure at Boston Consulting Group, as well as into environmental and social responsibility matters, having led several strategic initiatives related to sustainable business practices and inclusive company culture. •Corporate governance experience from public company board service, including as member of the board of Arrow Electronics, a global provider of technology products and services related to industrial and commercial users of electronic components. Prior Experience •President, Unilever North America (2020 – 2022) •Senior Advisor, Boston Consulting Group, a global management consulting firm (2018 – 2020) •CEO and President, Revlon, a personal care product company (2016 – 2018) •COO, Global Innovation and Growth, and various other leadership roles, Colgate-Palmolive Company, a multinational consumer products company (2003 – 2016) •Senior Vice President, International, The Timberland Company, a footwear and apparel company (2002 – 2003) •President, Asia Pacific, Chanel, a luxury fashion company (1996 – 2002) •Various leadership roles, Procter & Gamble, a multinational consumer goods company (pre-1996) |
Steven D. Black
| 2024 Proxy Statement | 23 |
Steven D. Black
| | Wayne M. Hewett Independent | | | | | Senior Advisor, Permira, a global private equity firm (since March 2018) | | | | | Board Committees | | | | | Governance & Nominating Committee (Chair) | Human Resources Committee | Risk Committee | | Age 59 Director Since January 2019 Other Current Public Company Directorships •The Home Depot, Inc. (audit committee; leadership development & compensation committee) •United Parcel Service, Inc. (audit committee) Other Leadership Service •Cambrex Corporation (Board Chair) •Quotient Services (Board Chair) | Qualifications That Benefit Our Board •Deep and diverse insights into risk management matters from prior senior executive roles at highly specialized manufacturing and production companies, as well as from experience as a board member of companies with complex risk management profiles, including cybersecurity risks. •Extensive strategic and operational and international experience includes role as a senior advisor for Permira, a global private equity firm, with insights into environmental matters as former senior executive leading technologically sophisticated businesses at several companies, including Arysta LifeScience Corporation, a crop protection and life sciences company, and General Electric Company. •Experience in human capital management as a result of prior leadership experience in top management roles, including as CEO and president at manufacturing and production companies. •Relevant financial reporting experience developed from corporate senior executive and private equity advisory roles, and as current member of two public company audit committees. •Significant corporate governance experience from public company board service, including as member of the boards of The Home Depot and United Parcel Service, and experience serving as non-executive board chair of private companies Cambrex Corporation and Quotient Sciences. Prior Experience •CEO, Klöckner Pentaplast Group, a global plastics manufacturer (2015 – 2017) •President, Platform Specialty Products Corporation, a global producer of high technology specialty chemical products and technical services (2015) •President and CEO, Arysta LifeScience Corporation, a crop protection and life sciences company (2010 – 2015) (purchased by Platform in 2015) •Senior Consultant, GenNx360, a private equity firm (2009) •Various leadership roles, General Electric Company and related entities (pre-2007) | | |
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| 24 | Wells Fargo & Co. |
Steven D. Black
| | CeCelia G. Morken Independent | | | | Former CEO, Headspace, an online wellness company (January 2021 – January 2022) | | | | Board Committees | | | | Audit Committee | Corporate Responsibility Committee | | Age 66 Director Since April 2022 Other Current Public Company Directorships •Alteryx, Inc. (audit committee) •Genpact Ltd (audit committee; compensation committee) | Qualifications That Benefit Our Board •Deep understanding of risk management issues at the intersection of technology and financial services, an area of importance to the Company, including with respect to issues related to environmental and social responsibility and public policy. •Strong strategic and operational knowledge, with particular experience leading companies or business divisions in periods of transition, including two companies during the acquisition process, with additional international insights. •Significant human capital management and leadership experience, from prior roles as CEO and COO at Headspace, an online wellness company, and as general manager of different business units at Intuit, a software company. •Experience in corporate and end-user marketing and strategy development from roles at Intuit and Headspace, with relevant experience in digital technology and complex data science and analytics from prior executive and current public company director positions. –Holds CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. •Insights into accounting and financial reporting given experience as member of public company audit committees. Prior Experience •President and Chief Operating Officer, Headspace (April 2020 – January 2021) •EVP and General Manager of Strategic Partnerships, Intuit Inc., a software company (2017 – 2020) •EVP and General Manager of the ProConnect Group, Intuit Inc. (2013 – 2017) •Various senior roles, Intuit Inc. (2007 – 2013) •Various senior positions, Digital Insight Corporation (2002 – 2007) (acquired by Intuit, 2007) •Various senior positions, WebTone Technologies, Inc. (2000 – 2002) | |
Steven D. Black
| 2024 Proxy Statement | 25 |
Steven D. Black
| | Maria R. Morris Independent | | | | Former EVP and Head, Global Employee Benefits business, MetLife, a global financial services company (November 2011 – July 2017) | | | | Board Committees | | | | Risk Committee (Chair) | Human Resources Committee | | Age 61 Director Since January 2018 Other Current Public Company Directorships •S&P Global Inc. (audit committee chair; executive committee; finance committee) •The Allstate Corporation | Qualifications That Benefit Our Board •Extensive risk management experience identifying, assessing, and managing risk exposures from leadership positions held throughout career at MetLife, a large, complex financial institution, with corporate governance experience from serving as a member of the audit committee of S&P Global Inc., a global financial information and analytics company, which includes oversight of cybersecurity issues. –“Risk expert” under federal banking regulations. •Strategic and operational experience serving as interim head of MetLife’s U.S. business and overseeing the successful integration of MetLife’s acquisition of American Life Insurance Company provides unique perspective on human capital management matters, with significant international experience as head of MetLife’s global employee benefits business. •Relevant regulatory experience and social responsibility insights from senior roles at MetLife, and as a board member of S&P Global Inc. and The Allstate Corporation, financial services companies operating in heavily regulated industries. •Significant experience in marketing matters relevant to our industry and business includes prior role as Chief Marketing Officer at Metlife. •Valuable insights into technology and related operations with respect to financial services, particularly from service as MetLife’s head of global technology and operations. Prior Experience •Interim head of the U.S. Business, MetLife (2016 – 2017) •Interim Chief Marketing Officer, MetLife (2014 – 2015) •Head of Global Technology and Operations, MetLife (2008 – 2011) Ms. Morris is also a member of the board of directors of the Company’s principal banking subsidiary, Wells Fargo Bank, N.A. | |
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| 26 | Wells Fargo & Co. |
Steven D. Black
| | Felicia F. Norwood Independent | | | | EVP and President, Government Health Benefits, Elevance Health, Inc., a health company (since June 2018) | | | | Board Committees | | | | Corporate Responsibility Committee | Risk Committee | | Age 64 Director Since April 2022 Prior Public Company Directorships •Hill-Rom Holdings, Inc. | Qualifications That Benefit Our Board •Valuable perspective that considers private sector and regulatory viewpoints, with experience identifying, assessing, and managing risk exposure and operating within the risk management framework of a highly regulated business environment, and additional experience from government work in health and human services. •Significant strategic planning and operational experience, as well as human capital management insights, in current role as EVP and president of government health benefits at Elevance, a health company, responsible for the strategic direction and operations related to the company’s Medicare and Medicaid businesses, combined with more than 19 years of prior experience at Aetna, Inc. •Extensive regulatory experience in government and healthcare industries, in both public and private sectors, provides a unique perspective across multiple dimensions, including healthcare providers, payers, consumers, and regulators. •Insights regarding the connection between environmental matters and social responsibility, especially as it relates to community affairs, from experience as an executive in the healthcare industry and additional government work. •Well-rounded perspective informed both by government and industry experience, including from prior roles as former director of the Illinois Department of Healthcare and Family Services and senior policy advisor to the Illinois Governor for Health and Human Services. Prior Experience •Director, Illinois Department of Healthcare and Family Services (2015 – 2018) •Various senior roles, Aetna, Inc. (1994 – 2013) | |
Steven D. Black
| 2024 Proxy Statement | 27 |
Steven D. Black
| | Ronald L. Sargent Independent | | | | | Former CEO and Chair, Staples, Inc., a workplace products retailer (February 2002 – June 2016 and March 2005 – January 2017, respectively) | | | | | Board Committees | | | | | Human Resources Committee (Chair) | Audit Committee | Governance & Nominating Committee | | Age 68 Director Since February 2017 Other Current Public Company Directorships •Five Below, Inc. (compensation committee; nominating & governance committee) •The Kroger Co. (audit committee; corporate governance committee chair; public responsibilities committee; Lead Director) Prior Public Company Directorships •Staples, Inc. (Board Chair) •Home Depot, Inc. •Mattel, Inc. | Qualifications That Benefit Our Board •Diverse risk management experience as former senior retail executive, combined with public company board service, particularly with respect to e-commerce and consumer insights, areas of growing relevance to our business. •Human capital management experience and international insights related to the management of a large global workforce serving customers world-wide through a variety of channels from serving in senior strategic and operational leadership roles, including as former chair and CEO of Staples, Inc., a workplace products retail company, and at The Kroger Co., a supermarket and multi-department store retailer. •Deep consumer and marketing insights from 35+ years of retail experience, especially related to the transition toward more online and digital customer experiences, with experience overseeing environmental and social responsibility matters for consumer-facing retailers with extensive supply chains. •Experience in accounting and financial reporting from executive leadership roles at Staples, including as CEO, and service as a member of public company audit committees. –“Financial expert,” as defined in SEC Regulation S-K. •Wide range of corporate governance experience in connection with public company board service at retail companies, including current roles as board member of Five Below, Inc., a specialty discount retailer, and as lead director of the board of Kroger. Prior Experience •President and COO, Staples, Inc. (1998 – 2002) •Various leadership roles, Staples, Inc. (1989 – 1997) •Various leadership roles, The Kroger Co. (pre-1989) | | |
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| 28 | Wells Fargo & Co. |
Steven D. Black
| | Charles W. Scharf | | | CEO and President, Wells Fargo, a U.S. financial services company (since October 2019) | | Age 59 Director Since October 2019 Other Current Public Company Directorships •Microsoft Corporation (compensation committee; governance & nominating committee) Prior Public Company Directorships •The Bank of New York Mellon Corporation (Board Chair) •Visa, Inc. | Qualifications That Benefit Our Board •Extensive risk management experience in strengthening operational risk and compliance, with senior executive experience at financial institutions such as ours providing valuable insights related to regulatory matters facing the financial services industry and our Company. –“Risk expert” under federal banking regulations. •Significant strategic planning and business operations and international experience throughout career in financial services industry, including as CEO of The Bank of New York Mellon Corporation, a global financial services company where he focused on technology-driven digital transformation, and Visa Inc., a payment services company. •Diverse human capital management experience developed throughout career as top management executive leading large workforces at various financial institutions including The Bank of New York Mellon, Visa, and JPMorgan, with additional insights from service as member of the compensation committee of Microsoft Corporation. •Financial services veteran with 25+ years in leadership roles in the banking and payments industries, with particular experience in the areas of consumer banking, wholesale/institutional banking, and wealth management. •Significant accounting and financial reporting experience relevant to our Company through his prior service as the CFO of financial institutions, with work as an executive and a public company board member providing additional experience in the areas of corporate governance and environmental and social responsibility. Prior Experience •Chair and CEO, The Bank of New York Mellon Corporation, a corporate investment banking company (CEO, 2017 – 2019; Chair, 2018 – 2019) •CEO, Visa Inc. (2012 – 2016) •Managing Director, One Equity Partners, private investment arm of JPMorgan (2011 – 2012) •CEO, Retail Financial Services, JPMorgan (2004 – 2011) •CEO, Retail Division, Bank One Corporation (2002 – 2004) •CFO, Bank One Corporation (2000 – 2002) •CFO, Global Corporate & Investment Bank division, Citigroup, Inc. (1999 – 2000) Mr. Scharf is also a member of the board of directors of the Company’s principal banking subsidiary, Wells Fargo Bank, N.A. |
Steven D. Black
| 2024 Proxy Statement | 29 |
Steven D. Black
| | Suzanne M. Vautrinot Independent | | | | President, Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm (since October 2013) | | | | Board Committees | | | | Corporate Responsibility Committee | Risk Committee | | Age 64 Director Since February 2015 Other Current Public Company Directorships •CSX Corporation (audit committee; governance committee) •Ecolab Inc. (audit committee; safety, health & environment committee chair) •Parsons Corporation (audit committee; corporate governance & responsibility committee chair) Prior Public Company Directorships •NortonLifeLock Inc. Other Leadership Service •Member, National Academy of Engineering | Qualifications That Benefit Our Board •Extensive risk management experience, in particular as it relates to cybersecurity, having retired from the U.S. Air Force as a Major General and Commander, 24th Air Force following a 31-year career, with particular experience engaging in enterprise risk planning and crisis management. •Deep international and strategic and operational experience developed throughout leadership roles in the military, which included overseeing a multibillion-dollar cyber enterprise responsible for operating, maintaining, and defending the Air Force portion of the Department of Defense global network. •Significant human capital management planning and workforce development experience having led, as Commander, 24th Air Force, a workforce unit of approximately 14,000 military, civilian, and contractor personnel. •Extensive experience in the military includes having influenced the development and application of critical cybersecurity technology, including two years as Commander of the U.S. Air Force Cyber Command. •Valuable perspective on government and public policy matters developed from certain key military assignments, with additional insights into environmental and social responsibility gained from service on other public company boards. Prior Experience •Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations (2011 – 2013) •Special Assistant to the Vice Chief of Staff, U.S. Air Force (2010 – 2011) •Director of Plans and Policy, U.S. Cyber Command (2010) •Deputy Commander, Network Warfare, U.S. Strategic Command (2008 – 2010) •Commander, Air Force Recruiting Service (2006 – 2008) •Numerous medals and commendations, including the Defense Superior Service Medal and Distinguished Service Medal | |
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| 30 | Wells Fargo & Co. |
Steven D. Black
Director Independence Our Corporate Governance Guidelines provide that a significant majority of the directors on our Board, and all members of the Audit Committee, GNC, HRC, and Risk Committee, must be independent under applicable independence standards. Each year, our Board affirmatively determines the independence of each director and each nominee for election as a director. Under New York Stock Exchange (NYSE) rules, in order for a director to be considered independent, our Board must determine that the director has no material relationship with our Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with our Company). To assist our Board in making its independence determinations, our Board adopted the Director Independence Standards appended to our Corporate Governance Guidelines. These Director Independence Standards consist of the NYSE’s “bright line” standards of independence, as well as additional standards, known as categorical standards of independence, adopted by our Board. The Director Independence Standards are available as an appendix to our Corporate Governance Guidelines on our website at: https://www.wellsfargo.com/about/corporate/governance. Based on the Director Independence Standards, our Board considered information in early 2024 regarding banking and financial services, commercial, charitable, familial, and other relationships between each director and director nominee, his or her respective immediate family members, and/or certain entities affiliated with such directors, director nominees, and immediate family members, on the one hand, and our Company, on the other, to determine the director’s or director nominee’s independence. After reviewing the information presented to it and considering the recommendation of the GNC, our Board determined that, except for Charles W. Scharf, who is a Wells Fargo employee, all other current directors and director nominees are independent under the Director Independence Standards: Steven D. Black, Mark A. Chancy, Celeste A. Clark, Theodore F. Craver, Jr., Richard K. Davis, Fabian T. Garcia, Wayne M. Hewett, CeCelia G. Morken, Maria R. Morris, Felicia F. Norwood, Richard B. Payne, Jr., Ronald L. Sargent, and Suzanne M. Vautrinot. The Board also determined that Juan A. Pujadas was independent under the Director Independence Standards prior to his retirement from the Board in April 2023. In connection with making its independence determinations, our Board considered the following relationships under the Director Independence Standards and determined that all of these relationships satisfied the NYSE “bright line” standards of independence and were immaterial under our Board’s categorical standards of independence:
Steven D. Black
| Banking and Financial Services Relationships | Our Company’s banking and other subsidiaries had ordinary course banking and financial services relationships in 2023 with certain of our directors, some of their immediate family members, and/or certain entities affiliated with such directors and their immediate family members, all of which were on substantially the same terms as those available at the time for comparable transactions with persons not affiliated with our Company and complied with applicable banking laws. | | Other Relationships | Theodore F. Craver, Jr. has an outstanding pension balance with an aggregate actuarial present value of approximately $399,201 as of February 1, 2024, earned from his prior employment with First Interstate Bancorp, which employment ended when First Interstate was acquired by a legacy predecessor to Wells Fargo in April 1996. No additional service-based contributions or accruals will be made to the plan balance. Payment of the plan balance is not conditioned on any future service or performance by Mr. Craver and is currently being made in accordance with the applicable plan document. Since 2015, the Company has employed a relative of Steven D. Black, who is not an “immediate family member” for purposes of the SEC’s related person transaction rules, in a non-strategic role. His employment by the Company pre-dates Mr. Black’s tenure and Mr. Black does not have any role in overseeing his relative’s performance or compensation. Additionally, the employee is not an executive officer and does not directly report to an executive officer of the Company. |
Steven D. Black
| 2024 Proxy Statement | 31 |
Steven D. Black
Nomination Process Director Nomination Process The GNC is responsible for leading the director nomination process, which includes identifying, evaluating, and recommending for nomination candidates for election as directors, regardless of who nominates a candidate for consideration. The goal of the GNC’s nominating process is to assist our Board in attracting and retaining competent individuals with the requisite experience discussed above.
Steven D. Black
| 1 | Evaluate Board Composition The GNC regularly reviews the composition of our Board to assess alignment of the skills, experience, and diverse perspectives of the Board as a whole with the Company’s needs as its strategy, risk appetite, and risk profile evolve. | | 2 | Identify Diverse Pool of Candidates The GNC identifies potential candidates for first-time nomination as a director through various sources, including recommendations from third-party search firms, Board members, leaders, and other participants in the financial services industry, shareholders and other stakeholders, and contacts in the communities we serve. The GNC is engaged in an ongoing recruitment process aimed at building a strong pipeline of prospective directors for the near- and long-term. | | 3 | Assess Potential Candidates In evaluating potential new director nominees, the GNC makes an initial assessment of the candidate’s qualifications, skills, experience, and attributes in light of the composition of the entire Board. The GNC evaluates all nominees in the same manner, regardless of who recommended the nominee. | | 4 | Meet Potential Candidates The candidates who emerge from this process are interviewed by members of the GNC, as well as the Board Chair and the CEO. | | 5 | Conduct Final Assessment and Recommend for Approval The candidate provides the Company additional information for use in determining whether the candidate satisfies the applicable requirements of our Corporate Governance Guidelines, Code of Conduct, and any other rules, regulations, or policies applicable to members of our Board. The GNC then presents the candidate’s name for approval by our Board or for nomination for approval by the shareholders. |
Steven D. Black
| | New Nominee to Our Board: Fabian T. Garcia | | As a result of the GNC’s active Board succession planning and in accordance with the director nomination process described above, in February 2024, the GNC presented Fabian T. Garcia as a new nominee to the Board. Mr. Garcia was identified for the GNC’s consideration by a third-party search firm engaged by the GNC. The Board has nominated Mr. Garcia for election at the 2024 Annual Meeting. | |
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| 32 | Wells Fargo & Co. |
Steven D. Black
Director Re-Nomination Process As discussed under the Comprehensive Annual Evaluation of Board Evaluation Process section of this Proxy Statement, the GNC considers the results of the Board’s annual self-evaluation, including the individual contributions of directors to the work of the Board and its Committees, in connection with its determination to nominate existing directors for reelection at each annual meeting of shareholders. Process for Shareholders to Recommend Individuals as Director Nominees The GNC will consider an individual recommended by one of our shareholders for nomination as a new director. In order for the GNC to consider a shareholder-recommended nominee for election as a director, the shareholder must submit the name of the proposed nominee, in writing, to our Corporate Secretary at: Wells Fargo & Company, MAC# J0193-610, 30 Hudson Yards, New York, NY 10001. All submissions must include the following information: •the shareholder’s name and address and proof of the number of shares of our common stock he or she beneficially owns; •the name of the proposed nominee and the number of shares of our common stock he or she beneficially owns; •sufficient information about the nominee’s experience and qualifications for the GNC to make a determination whether the individual would meet the minimum qualifications for directors; and •such individual’s written consent to serve as a director of our Company, if elected. Our Corporate Secretary will present all shareholder-recommended nominees to the GNC for its consideration. The GNC has the right to request, and the shareholder will be required to provide, any additional information with respect to the shareholder recommended nominee as the GNC may deem appropriate or desirable to evaluate the proposed nominee in accordance with the nomination process described above.
Steven D. Black
| 2024 Proxy Statement | 33 |
Steven D. Black
Board Structure and Operations Strong Independent Board Leadership Our Board Leadership Structure Wells Fargo has an independent Chair, a structure that takes into account investor feedback and the GNC’s considerations, given our current strategy and goals. Our Board believes that its current leadership structure provides strong independent leadership and oversight for our Company and our Board that is appropriate for our current priorities. In reviewing and considering any changes to this structure, the Board, including the GNC, would consider the structure that best serves the interests of our shareholders, taking into account any feedback heard during investor and other stakeholder engagement. Additionally, 12 of the 13 director nominees are independent under the Director Independence Standards adopted by our Board, which include the NYSE’s corporate governance rules, and all members of our standing Board Committees are independent. The Board has adopted, and annually reviews and approves, well-defined authority and responsibilities of the independent Chair, as reflected in the chart below.
Key Areas of Authority/Responsibility of Independent Board Chair
| What We Do | | What We Avoid | | | Incentive compensation is variable and “at-risk” and equity compensation covers multi-year vesting periods | | No cash dividends on unearned RSRs and PSAs | | | Focus on risk management and risk outcomes | | No pledging of Company securities by directors or executive officers under the Board’s Corporate Governance Guidelines | | | Overall performance evaluated through a rigorous performance assessment framework | | No executive employment agreements | | | Engage independent compensation consultant | | No tax gross-ups for NEOs | | | Strong and independent Board oversight through the Board’s HRC | | No additional retirement benefits or additional years of credited service other than investment or interest credits provided under applicable pension plans since July 1, 2009 | | | Recoupment policies provide for clawback and forfeiture of compensation in appropriate circumstances, including misconduct and risk management failure | | No repricing of stock options without shareholder approval | | | Stock Ownership Policy includes minimum ownership requirements, a compliance period to reach requirement, and additional holding requirements that extend one year after retirement. | | No hedging of Company securities by directors, executive officers, or other employees under our Code of Conduct | | | Year-round engagement with shareholders on executive compensation and governance issues | | No excessive perquisites for executive officers | |
Key Areas of Authority/Responsibility of Independent Board Chair
| NEO | 2023 Pay-for-Performance Outcomes | | | | | | | | Salary | Annual Cash Bonus | PSAs | RSRs | Total Compensation | Target Total Compensation | | Charles W. Scharf | $2,500,000 | $6,625,000 | $12,918,750 | $6,956,250 | $29,000,000 | $27,000,000 | | Michael P. Santomassimo | $1,750,000 | $3,330,000 | $3,885,000 | $3,885,000 | $12,850,000 | $11,000,000 | | Jonathan G. Weiss | $1,750,000 | $3,913,875 | $4,566,188 | $4,566,188 | $14,796,250 | $14,000,000 | | Scott E. Powell | $1,750,000 | $2,846,250 | $3,320,625 | $3,320,625 | $11,237,500 | $10,000,000 | | Barry Sommers | $1,750,000 | $2,549,250 | $2,974,125 | $2,974,125 | $10,247,500 | $10,000,000 |
Key Areas of Authority/Responsibility of Independent Board Chair
Information on Table Above: The table above is not a substitute for, and should be read together with, the 2023 Summary Compensation Table in this Proxy Statement. The table above includes only direct elements of compensation (salary, annual cash bonus, and the January 23, 2024 grant date value of PSAs and RSRs) and does not include the indirect elements (change in pension value and non-qualified deferred compensation), as reported in the 2023 Summary Compensation Table. Also, the table above reports equity for the performance year earned. In conformance with SEC requirements, the 2023 Summary Compensation Table in this Proxy Statement reports equity in the year granted, but cash awards for the year earned. 2023 Say on Pay Vote and Shareholder Engagement Following the 2023 annual meeting, where the advisory resolution on the 2022 compensation of our CEO and our other NEOs (Say on Pay) received approximately 92% support, the HRC continued to evaluate our executive compensation program while considering shareholder support, and the importance of providing some stability following significant changes over the last couple of years. No changes to our executive compensation program were made directly as a result of our 2023 Say on Pay vote. In 2023, in response to shareholder feedback, the HRC completed an in-depth review of our Financial Performance Peer Group, as detailed later in Peer Groups. In addition, the HRC continued to increase the target performance goal required for three-year average absolute ROTCE performance to achieve target payout or above (refer to 2024 PSA Program for details). Since our 2023 annual shareholder meeting, we engaged with institutional investors representing approximately 51% of outstanding shares. For more information about our discussions with shareholders following the 2023 annual meeting and our Board’s perspective, see Shareholder Engagement.
Key Areas of Authority/Responsibility of Independent Board Chair
| Providing a Competitive Opportunity | Providing a compelling total compensation opportunity consisting of fixed and variable compensation strongly tied to our long-term success in order to attract, motivate, and retain talent. | | Balancing Short-and Long-Term Performance | Structuring total variable compensation opportunities that are determined annually based on our performance, emphasizing long-term equity awards with future values that will be determined by our success. | | Understanding the Market | Relying on Labor Market Peer Group compensation policies and practices as inputs in our planning processes without benchmarking any single compensation element or total compensation to a specific target peer percentile or pay rank. | | Being Transparent to our Shareholders | Being transparent to our shareholders in the design, administration, and oversight of our executive compensation program, as appropriate. | | Requiring Stock Ownership | Requiring our NEOs to hold a meaningful equity stake in the Company, aligning their interests with long-term shareholder interests and providing long-term accountability for effectively managing risk. | | Limiting Executive Perquisites | Limiting perquisites to only those necessary to support our NEOs in the safe and effective discharge of their duties and responsibilities on behalf of the Company. | | Emphasizing Risk Balancing Features | Emphasizing risk balancing features embedded throughout our executive compensation program, including but not limited to the Clawback Policies, as applicable. | | Exercising Good Governance Practices | Exercising good governance practices to guide the Board and the HRC in their oversight of all matters pertaining to our executive compensation program for our CEO and other NEOs, respectively. |
Key Areas of Authority/Responsibility of Independent Board Chair
Peer Groups The HRC relies on two peer groups, the Labor Market Peer Group and the Financial Performance Peer Group, in its oversight of our executive compensation program. While several companies are included in both peer groups, each peer group serves a separate and distinct purpose. •The Labor Market Peer Group includes our most direct competitors for executive talent, a proxy for industry compensation policies and practices, and an input for setting quantum of pay and pay mix. The HRC relies on this group, and guidance from Meridian, the independent compensation consultant, to develop an understanding of market compensation pay levels for executives in comparable roles, in addition to executive pay practices including program design and pay mixes. The HRC assesses peer pay levels in connection with its annual review of NEO compensation. •The Financial Performance Peer Group includes companies that most closely align with our size, complexity, capital requirements, and degree of regulatory oversight (all are Global Systemically Important Banks). The HRC’s approach in evaluating and selecting this peer group constituents reflects its desire to create a fair and balanced relative performance standard. It is characterized by a wide range of performance outcomes that drive pay-for-performance without leading to excessive risk taking that overly aggressive goals otherwise might create and reducing or eliminating the perceived value of PSAs, which we rely on to help us attract and retain our executives. The HRC relies on this group to assess our relative performance for assessing Company financial performance in connection with its annual variable compensation decisions and in calculating formulaic PSA payouts. The HRC assesses the appropriateness of the peer groups each year, with input from Meridian. For 2023, this included an in-depth review of the Financial Performance Peer Group in response to certain shareholders, who questioned the inclusion of European banks within the Financial Performance Peer Group rather than US regional banks. The review considered several factors such as business model, risk profiles and regulatory framework, including the impact on capital and liquidity across the banks. The HRC determined to keep the Financial Performance Peer Group consistent until it is able to obtain more clarity around Final Basel III rules, which may increase the financial comparability of US regional banks and Wells Fargo. The HRC also confirmed that the Labor Market peer constituents continue to represent the financial services organizations with whom we compete most directly for executive talent, and therefore, did not change the Labor Market Peer Group for 2024. A comparison of peer groups, sorted high to low by asset size as of December 31, 2023, is included in the table below.
Key Areas of Authority/Responsibility of Independent Board Chair
Pay-for-Performance Compensation Structure for our CEO and other NEOs Variable compensation for our CEO and other NEOs is performance-based and at risk, and is delivered through an annual cash bonus and long-term equity. The following table provides additional details on the three main elements of CEO and other NEO compensation: (1) base salary, (2) annual cash bonus, and (3) long-term equity awards. Compensation mix percentages in the table below were calculated based on 2023 performance year compensation outcomes.
Independent Risk Assessment
| | Total Shareholder Return (TSR)6 | | | | | | 1-Year TSR | | 3-Year TSR | | 5-Year TSR | | | | WFC Result | | WFC Result | | WFC Result | | Absolute TSR | 23% | Absolute TSR | 75% | Absolute TSR | 24% | | Relative TSR | 58th percentile | Relative TSR | 83rd percentile | Relative TSR | 42nd percentile | | Rank | 6 out of 12 | Rank | 3 out of 12 | Rank | 8 out of 12 |
Independent Risk Assessment
* Adjusted Noninterest Expense, Adjusted Pre-Tax Pre-Provision Profit, Adjusted Net Income, Adjusted Diluted EPS, Adjusted ROE, Adjusted ROTCE, and Adjusted Efficiency Ratio are non-GAAP financial measures. For additional information, including corresponding reconciliations to GAAP financial measures, see Notes on Non-GAAP Financial Measures on page 154. 1.Refer to Additional Information, page 157, Note 1 for a further discussion of Pre-Tax Pre-Provision Profit. 2.Refer to Additional Information, page 157, Note 2 for a further discussion of ROE. 3.ROTCE is a non-GAAP financial measure. For additional information, including a corresponding reconciliation to GAAP financial measures, see Notes on Non-GAAP Financial Measures on page 154. 4.Refer to Additional Information, page 157, Note 3 for a further discussion of CET1 Ratio. 5.Refer to Additional Information, page 157, Note 4 for a further discussion of Efficiency Ratio. 6.Absolute and relative TSR for relevant periods based on S&P Global Market Intelligence/S&P Capital IQ Pro data using single-day methodology for both start and end points. Relative TSR based on the Financial Performance Peer Group, which is discussed in more detail under Additional Information, page 157, Note 6.
Independent Risk Assessment
Long-Term Equity Compensation Long-Term Equity Similar to the annual cash bonus determination, long-term equity awards are determined as a percentage of total variable compensation. The HRC grants PSAs and RSRs to promote long-term performance and risk accountability. These objectives are achieved by subjecting long-term equity awards to our Clawback Policies, as applicable. The value ultimately realized from any long-term equity grant is also a function of the number of shares that vest and our stock price at the time of vesting and settlement. Finally, PSAs carry additional performance requirements tied to our absolute and relative ROTCE and a TSR modifier based on our performance relative to our Financial Performance Peer Group over a three-year performance period. Consistent with last year, absolute and relative ROTCE are the primary performance conditions in our PSAs. Effective for PSAs granted in 2024 for 2023 performance, the HRC again increased the absolute ROTCE performance required to achieve the target and maximum payout levels. Finally, the HRC continued to apply an award payout modifier of +/-20% based on our relative TSR over the three-year performance period. The TSR modifier has been included in PSAs granted since 2022 and supports management accountability for our relative stock price performance at the end of the performance period for which an award is earned. 2024 PSA Program Our PSA program appropriately balances the importance of absolute and relative performance while maintaining rigorous performance targets. The key features of our 2024 PSA program, for the awards granted in 2024 for 2023 performance, include:
Independent Risk Assessment
| Award Level | •Determined based on 2023 Company, individual and, as applicable, business performance. •Represents 65% of long-term equity for CEO and 50% for other NEOs. | | Performance Metrics | •The number of PSAs earned at the end of the performance period is based on the achievement of three-year average absolute ROTCE (weighted 75%) and three-year average relative ROTCE (weighted 25%) as set forth below. |
Independent Risk Assessment
| Absolute ROTCE | | Payout | Relative ROTCE | Payout | | <5.0% | | 0% | <25th percentile | 0% | | 5.0% | | 50% | 25th percentile | 50% | | 12.5% | Increased 50 basis points from prior year | 100% | 50th percentile | 100% | | 13.5% | | 125% | ≥75th percentile | 150% | | ≥14.5% | | 150% | | |
Independent Risk Assessment
| Additional Performance Conditions | •TSR1 performance modifier, which adjusts the ultimate payout by 20% (positively or negatively) if relative TSR results are in the top quartile or bottom quartile, respectively. •Payout is capped at 150% of target, and there will be no upward adjustment if our absolute TSR over the three-year performance period is negative. •For any year in the performance period that our Company incurs a Net Operating Loss (NOL)2, the target number of PSAs will be reduced by one third. | | Vesting Period | •PSAs cliff vest after a three-year performance period aligning with long-term shareholder interests. | | Risk Balancing Features | •Awards are subject to reduction, forfeiture, and clawback under the Company’s Clawback Policies, as applicable |
Independent Risk Assessment
| Absolute ROTCE | Payout | | | | | ≥12% | 125% to 150% | | | | | 8 to <12% | 90% to <125% | | Payout | 137% | | 5 to <8% | 50% to <90% | | | | | <5% | 0% | | | |
Risk-Balancing Features
| Pay Mix | •Appropriately balanced mix of base salary, annual cash bonus, and long-term equity •Base salaries provide fixed compensation, not subject to achievement of annual goals •Variable compensation (annual cash bonus and long-term equity) provides compensation opportunities measured by achievement of financial and non-financial performance goals, including risk outcomes | | Performance Metrics | •Used to encourage focus on sustained and holistic overall Company performance •Use of ROTCE performance measure in PSAs | | Performance Goals | •Approved by our HRC and support our pay-for-performance philosophy •Use of goals that span across Company and individual performance, including risk | | Long-Term Equity Awards | •Designed to align management and shareholder interests by providing vehicles for NEOs to accumulate and maintain an ownership position in the Company •Multi-year vesting with new awards granted each year to encourage continued retention, shareholder alignment, and accountability for risk-based performance outcomes •PSA payout is based on achievement of financial performance metrics over a 3-year period following grant (or “re-earned”), and capped at 150% of target | | Risk Mitigation Policies | •Clawback Policies • Stock Ownership Policy for NEOs • Anti-hedging and pledging policies |
Risk-Balancing Features
Stock Ownership Policy The HRC relies on long-term equity awards to help attain our executive compensation principles, and our stock ownership policy to provide a consistent methodology for evaluating the ongoing effectiveness of our long-term equity awards to: •Align our executives with long-term shareholder interests by ensuring that a meaningful amount of the compensation they earn now and in the future is determined by our total return to shareholders; •Retain our executives with annual grants of long-term stock awards with overlapping three-year periods; and •Create meaningful accountability for effective risk management since vested and unvested long-term stock awards are subject to forfeiture or clawback.
Risk-Balancing Features
Shares counted toward ownership include shares owned outright, as well as shares (and share equivalents) held in the Company 401(k) Plan, Supplemental 401(k) Plan, Deferred Compensation Plan, Direct Purchase and Dividend Reinvestment Plan, and shares owned by an executive officer’s spouse. In addition, 50% of unvested RSRs and target PSAs count toward ownership, which we believe supports a comprehensive assessment of our long-term equity strategy against the previously identified principles. To further enhance the effectiveness of the Stock Ownership Policy, the HRC added a five-year compliance period. NEOs must attain their minimum ownership level within five full calendar years from the later of the effective date of the policy or appointment to an executive officer role. Compliance with these stock ownership requirements is calculated annually and reported to the HRC. The retention requirement applies to each of the NEOs for the duration of their time as an executive officer and for one year after retirement. As of December 31, 2023, all NEOs were in compliance with the Stock Ownership Policy. Clawback Policies The Company’s Clawback and Forfeiture Policy (Policy) is designed to encourage the creation of long-term, sustainable performance and to discourage our NEOs from taking unnecessary or inappropriate risks that would negatively impact our Company or harm our customers. The Policy enables the HRC and the Board to hold NEOs accountable: •During and immediately prior to vesting when risk-based performance and other considerations can reduce or eliminate the number of shares ultimately earned. •Subsequent to vesting when shares earned remain subject to clawback. A summary of the compensation-related actions the Company can take under the Policy is set forth below:
Risk-Balancing Features
| Trigger | Description | Compensation Impacted | Clawback | Forfeit | | Financial Restatement/ Inaccurate Performance Metrics | •Amount of the award that was based upon the achievement of certain financial results that were subsequently reduced due to a financial restatement (public restatement) •Amount of the award that was based upon one or more materially inaccurate performance metrics | Equity/Cash | | | | Misconduct | •Employee engages in misconduct or commits an error that causes material financial or reputational harm | Equity/Cash | | | | | •Any conduct that constitutes grounds to terminate for cause | Equity | | | | Risk Management Failure | •Failure through willful misconduct or gross negligence to identify, escalate, monitor, or manage, on a timely basis, material risks | Equity | | | | Resolution of Outstanding Regulatory Matters (PSAs only) | •Failure of the employee to achieve progress on resolving outstanding consent orders and/or other regulatory matters | Equity | | |
Risk-Balancing Features
Clawback applies to the most recent incentive compensation that has been vested and/or paid, so long as such payment(s) have taken place within five years from when the HRC approves a clawback. In 2023, the HRC approved the Mandatory Clawback Policy, as required under Rule 10D-1 of the Securities Exchange Act of 1934. The policy provides for the recoupment of erroneously awarded excess incentive-based compensation in the event of certain accounting restatements and applies to both current and former Section 16 officers. Deferred Compensation and Other Benefits NEOs are eligible to participate in the same benefit programs generally available to all employees, including health, disability, and other benefits, and our Company 401(k) plan. Our Company matched up to 6% of eligible 401(k) Plan participants’ certified compensation (subject to Internal Revenue Service (IRS) limits) during 2023. NEOs and certain other highly compensated team members are also eligible to participate in our Deferred Compensation Plan. This plan provides for supplemental Company matching contributions for any compensation deferred into the plan in excess of the IRS limits that apply to the 401(k) Plan by participants, that otherwise would have been eligible for a matching contribution under our Company’s 401(k) Plan. The HRC believes these programs are similar to, and competitive with, those offered by our Labor Market Peer Group. We provide information about the benefits under these plans in the Summary Compensation and Non-Qualified Deferred Compensation tables and related narrative. Perquisites The HRC has intentionally limited perquisites for our NEOs. The HRC may approve security measures, including residential physical and cyber security systems and services, if determined to be in the business interests of our Company for the safety and security of our executives and our Company’s information. The Company determined that, for security purposes, Mr. Scharf, our CEO, should implement and maintain residential physical and cyber security and the Company has agreed to pay for such security. The Company has also provided each other NEO a $50,000 one-time allowance for purposes of assessing and implementing residential physical and cyber security improvements and $5,000 annually for ongoing maintenance of residential physical and cyber security systems. Based upon a security assessment conducted in 2022 by an independent security consultant with respect to the CEO, the Company also determined that, for security purposes, Mr. Scharf, our CEO, should avoid traveling by commercial ground transport or aircraft. We provide a car and driver to Mr. Scharf for business travel, commuting, and personal use. Mr. Scharf has agreed to reimburse us for the incremental cost of any use of the car and driver other than for business travel and commuting. In addition, the HRC has approved Mr. Scharf’s use of the corporate aircraft for personal flights in an amount of incremental cost not to exceed $200,000 annually. Mr. Scharf has agreed to reimburse us for the incremental cost of his personal use of the corporate aircraft which exceeds this $200,000 annual limit. We may pay the cost for a NEO’s spouse to accompany the NEO on business-related travel, typically to attend a Wells Fargo business-related event where spousal attendance is expected or customary. Other Compensation As part of our efforts to build out the senior management team and to attract and retain top executive talent, we may provide sign-on bonuses and buy-out equity awards for new hires. New hire sign-on bonuses and buy-out equity awards are an effective means of making up for compensation opportunities executives forfeit when they leave a former employer to join the Company. We typically require executives to return all or a portion of their sign-on bonus if, within a certain period after joining us, they voluntarily leave the Company or are involuntarily terminated by the Company for cause. New hire equity awards are used to incentivize executives to join without unnecessarily increasing annual compensation levels. These awards are generally subject to a time-based vesting period and such other terms and conditions as the HRC determines to be appropriate.
Risk-Balancing Features
| | Role of the HRC •Oversees the Company’s performance management and incentive compensation programs •Oversees performance goals set for NEOs, and approves goals for the CEO, to ensure that they are aligned with the Company’s strategic plan, risk appetite, and risk and control framework •Evaluates Company results after the end of the performance year, considering financial and non-financial outcomes, consistency with the strategic plan and our risk appetite, prior year performance, and execution of key initiatives and other qualitative factors •Assesses pay levels, using Labor Market Peer Group data as a reference point, in connection with its annual review of NEO compensation •Evaluates NEO performance against their individual goals, and approves all compensation for the Company’s executive officers, including the NEOs | | | | | | | | | Role of the Independent Compensation Consultant •Provides independent advice on executive compensation matters •Advises on the design and disclosure of the compensation elements •Reviews with the HRC the executive compensation program generally and as compared to those of the Labor Market Peer Group •Advises the HRC on the reasonableness of the compensation levels compared to the Labor Market Peer Group and the appropriateness of the executive compensation program structure in supporting strategic priorities and in consideration of shareholder feedback | | | Role of Executive Management •NEOs set goals tailored to their area of responsibility with a focus on supporting broader Company goals •CEO evaluates other NEOs individual performance and makes recommendations regarding base salary and variable compensation to the HRC •CRO assesses risk performance for NEOs, as input into evaluations by the CEO and the HRC •Provide reporting to the HRC in support of their oversight responsibilities •Escalate issues or concerns to the HRC, as needed |
Members of the Human Resources Committee
| Name and Principal Position | Year | Salary | Bonus | Stock Awards1,2 | Non-Equity Incentive Plan Compensation3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings4,5 | All Other Compensation6 | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Charles W. Scharf CEO and President | 2023 | 2,500,000 | — | 16,634,168 | 6,625,000 | — | 207,030 | 25,966,198 | | | 2022 | 2,500,000 | — | 16,634,175 | 5,365,854 | — | 142,497 | 24,642,526 | | | 2021 | 2,500,000 | — | 13,485,052 | 5,365,854 | — | — | 21,350,906 | | Michael P. Santomassimo Senior EVP, CFO | 2023 | 1,750,000 | — | 7,349,186 | 3,330,000 | — | 19,800 | 12,448,986 | | | 2022 | 1,750,000 | — | 7,875,050 | 3,149,625 | — | 33,492 | 12,808,167 | | | 2021 | 1,750,000 | 900,000 | 7,500,008 | 1,837,500 | — | — | 11,987,508 | | Jonathan G. Weiss Senior EVP, CEO of CIB | 2023 | 1,750,000 | — | 8,926,626 | 3,913,875 | 12,801 | 19,800 | 14,623,102 | | | 2022 | 1,750,000 | — | 8,250,074 | 3,825,675 | — | 18,300 | 13,844,049 | | | 2021 | 1,750,000 | — | 5,323,428 | 1,925,000 | — | 17,400 | 9,015,828 | | Scott E. Powell Senior EVP, COO | 2023 | 1,750,000 | — | 5,779,390 | 2,846,250 | — | 19,800 | 10,395,440 | | | 2022 | 1,750,000 | — | 6,187,502 | 2,476,875 | — | 31,284 | 10,445,661 | | | 2021 | 1,750,000 | — | 5,568,758 | 1,968,750 | — | 17,400 | 9,304,908 | | Barry Sommers Senior EVP, CEO of WIM | 2023 | 1,750,000 | — | 5,917,450 | 2,549,250 | — | 36,608 | 10,253,308 |
Members of the Human Resources Committee
1.Under the applicable Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 rules, the amount included in column (e) above for 2023 represents the fair value of the 2023 PSA or RSR award on its “grant date” (i.e., the date the HRC approved each award), based (i) for a PSA upon the then-probable outcome of the ROTCE performance condition (i.e., the target value of the award), and (ii) for an RSR award upon the full number of shares subject to the award. See Notes 1 and 12 to our 2023 financial statements included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of these awards. Accordingly, the amount shown for 2023 in column (e) for 2023 PSAs is the fair value of the named executive’s award on the date of grant, calculated by multiplying the target number of shares subject to the award by the NYSE closing price per share on that date. The amount shown for 2023 in column (e) for RSRs was calculated by multiplying the number of shares subject to the awards by the NYSE closing price per share on the date of grant. 2.The PSAs included in column (e) for 2023 and discussed above are (i) subject to adjustment for each named executive upward (to a maximum of 150% of the target award) or downward (to zero), depending upon the achievement of certain absolute and relative performance conditions based on the average of our ROTCE for the three fiscal years ending on December 31, 2023, 2024, and 2025, (ii) modified by +/- 20% if the Company’s relative TSR for the performance period is in the top quartile or bottom quartile, respectively, (iii) subject to further downward adjustment by 1/3 in the event our Company incurs a NOL for any year in the three-year performance period, and (iv) subject to forfeiture of the awards. Assuming (1) that our Company’s performance during the measurement period for the 2023 PSAs results in the maximum number of PSAs vesting, and (2) the HRC does not exercise discretion to cause the forfeiture of the PSAs, the NEOs would be entitled to receive the number of PSAs having the related fair value shown after his or her name: Mr Scharf - 364,866 PSAs, $16,218,294; Mr. Santomassimo - 124,002 PSAs, $5,511,889; Mr. Weiss - 150,618 PSAs, $6,694,970; Mr. Powell - 97,515 PSAs, $4,334,542; Mr. Sommers - 99,844 PSAs, $4,438,066. Additional information about the PSAs and other awards appears in our CD&A and in the Grants of Plan-Based Awards table, footnotes, and related narrative. 3.Amounts shown in column (f) for 2023 reflect annual incentive non-equity awards made to each NEO in February 2024 based on 2023 performance. 4.As of December 31, 2023, Mr. Weiss was the only NEO to experience an increase in the actuarial present value of his pension benefit under our Cash Balance Plan from December 31, 2022. The actuarial present value of Mr. Weiss’s pension benefit under our Cash Balance Plan increased by $12,801. All benefits under this plan were frozen in July 2009, and no additional retirement benefit has accrued to any named executive since that date. We are required by SEC rules to show the change in the amount included in column (g) generally using the same actuarial method and assumptions we use for financial accounting purposes to calculate the current value of a future pension benefit payout as described in footnote (2) to the 2023 Pension Benefits table below. Information about the actuarial and other assumptions used to compute the value of pension benefits for our NEOs is discussed in Notes 1 and 22 to our 2023 financial statements included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2023, and under 2023 Pension Benefits below, including in footnotes (2) and (3) to the 2023 Pension Benefits table.
Members of the Human Resources Committee
| 86 | Wells Fargo & Co. |
Members of the Human Resources Committee
5.None of the NEOs received any above-market or preferential earnings on deferred compensation for the years shown, and therefore no earnings on deferred compensation are included in column (g) pursuant to SEC rules. 6.Column (h) for 2023 includes for each NEO a Company-matching contribution of $19,800 under the 401(k) Plan, on the same basis as is provided for all eligible participants in the 401(k) Plan. Perquisites received by Mr. Santomassimo, Mr. Weiss, and Mr. Powell in 2023 did not exceed $10,000 in the aggregate and thus are not included in column (h), as permitted under SEC rules. For Mr. Scharf, the amount in column (h) includes $100,212 for personal use of Company aircraft, $3,454 for commuting by Company car, $81,264 for assessing and implementing residential physical and cyber security improvements and ongoing maintenance, of which, $66,465 was to cover installation expenses, and $500 for a health benefit membership at a health center, a benefit available to all employees at Mr. Scharf’s office location (the “Health Center”). For Mr. Sommers, the amount in column (h) also includes $15,108 for assessing and implementing residential physical and cyber security improvements and ongoing maintenance and $500 for a membership at the Health Center. For Mr. Scharf and Mr. Sommers, “All Other Compensation” includes the estimated incremental cost of travel by the NEO’s spouse when accompanying the NEO. 2023 Grants of Plan-Based Awards The following table provides additional information about the NEOs’ target 2023 annual incentive awards, 2023 PSAs, and 2023 RSRs. No options were granted to NEOs in 2023.
Members of the Human Resources Committee
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards Number of Shares of Stock or Units (#) (g) | Closing Price of Stock on Date of Grant ($/Sh) (h) | Grant Date Fair Value of Stock and Option Awards3 ($) (i) | | Name (a) | Grant Date (b) | Target ($) (c) | Threshold (#) (d) | Target (#) (e) | Maximum (#) (f) | | | | | Charles W. Scharf | | 6,125,000 | | | | | | | | | 1/24/2023 | | | 243,244 | 364,866 | | 44.45 | 10,812,196 | | | 1/24/2023 | | | | | 130,978 | 44.45 | 5,821,972 | | Michael P. Santomassimo | | 2,775,000 | | | | | | | | | 1/24/2023 | | | 82,668 | 124,002 | | 44.45 | 3,674,593 | | | 1/24/2023 | | | | | 82,668 | 44.45 | 3,674,593 | | Jonathan G. Weiss | | 3,675,000 | | | | | | | | | 1/24/2023 | | | 100,412 | 150,618 | | 44.45 | 4,463,313 | | | 1/24/2023 | | | | | 100,412 | 44.45 | 4,463,313 | | Scott E. Powell | | 2,475,000 | | | | | | | | | 1/24/2023 | | | 65,010 | 97,515 | | 44.45 | 2,889,695 | | | 1/24/2023 | | | | | 65,010 | 44.45 | 2,889,695 | | Barry Sommers | | 2,475,000 | | | | | | | | | 1/24/2023 | | | 66,563 | 99,844 | | 44.45 | 2,958,725 | | | 1/24/2023 | | | | | 66,563 | 44.45 | 2,958,725 |
Members of the Human Resources Committee
1.The amount shown in column (c) for each individual is based on the individual’s target total variable compensation for the year and the maximum percentage of the target that is payable in non-equity for 2023 as follows: 25% for the CEO and 30% for the other NEOs. The balance of each individual’s target total variable compensation is payable in equity. Information regarding the target total variable compensation for each NEO is provided in the CD&A. 2.The potential equity incentive plan awards shown in columns (e) and (f) represent the target and maximum number of PSAs granted during 2023, with the maximum value described in footnote (2) of the 2023 Summary Compensation Table and target value included in column (e) of the 2023 Summary Compensation Table. Additional information regarding the terms of these awards appears in the narrative following this table and in our CD&A. 3.Under the applicable FASB ASC Topic 718 rules, the total amount reported in column (i) above represents the fair value of the 2023 PSA or RSR award on its “grant date” (i.e., the date the HRC approved each award), based (i) for a PSA upon the then-probable outcome of the ROTCE performance condition (i.e., the target value of the award), and (ii) for an RSR award upon the full number of shares subject to the award. See Notes 1 and 12 to our 2023 financial statements included as Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2023, regarding assumptions underlying the valuation of these awards, and footnote (2) to the Summary Compensation Table for additional information.
Members of the Human Resources Committee
| 2024 Proxy Statement | 87 |
Members of the Human Resources Committee
Additional Information About Equity Grants PSAs The HRC granted PSAs to our NEOs in January 2023. The target and potential maximum number of shares that can be earned are shown in columns (e) and (f) in the table above. Each PSA represents the right to receive one share of Company common stock upon vesting, net of withholding for income taxes, and includes the right to receive dividend equivalents in the form of additional PSAs. These additional PSAs will be distributed in shares of our common stock if and when the underlying PSAs vest and are distributed. The 2023 PSAs vest after three years in the first quarter of 2026, with the target number of PSAs for each NEO subject to adjustment upward (to a maximum of 150% of the original target amount granted) or downward (to zero) based on our Company’s absolute and relative ROTCE performance over the three-year period ending December 31, 2025, and additional NOL, TSR, and forfeiture conditions. PSAs are subject to the vesting treatment described under Potential Post-Employment Payments and the Company’s Clawback Policies, as applicable. Additional information about the terms of these awards appears in the CD&A and in footnotes (1) and (2) to the 2023 Summary Compensation Table. RSRs The HRC granted RSRs to our NEOs in January 2023 that will vest in three equal annual installments on February 5, 2024, February 5, 2025, and February 5, 2026. Each RSR represents the right to receive one share of Company common stock upon vesting, net of withholding for income taxes, and includes the right to receive dividend equivalents in the form of additional RSRs. RSRs are subject to the vesting treatment described under Potential Post-Employment Payments and the Company’s Clawback Policies, as applicable. Clawback Policies The HRC may clawback or cause the reduction or forfeiture of these awards upon the occurrence of certain triggering events under our Company’s Clawback Policies. More information regarding these policies is provided under Compensation Policies and Practices in the CD&A.
Members of the Human Resources Committee
| 88 | Wells Fargo & Co. |
Members of the Human Resources Committee
Outstanding Equity Awards at Fiscal Year-End 2023 The following table shows information about the number and value of outstanding RSRs and PSAs, including related accrued dividend equivalents, as of December 31, 2023. None of our NEOs had outstanding stock options as of December 31, 2023.
Members of the Human Resources Committee
| | Stock Awards1 | | | | | | Name (a) | Number of Shares or Units of Stock That Have Not Vested (#) (b)2,4 | | Market Value of Shares or Units of Stock That Have Not Vested ($) (c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (d)3,4 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (e) | | Charles W. Scharf | 128,038 | A | 6,302,048 | | | | | 76,609 | B | 3,770,691 | | | | | 76,420 | C | 3,761,399 | | | | | 134,964 | D | 6,642,934 | | | | | 314,863 | E | 15,497,556 | | | | | | | | 319,327 | 15,717,263 | | | | | | 375,970 | 18,505,250 | | Michael P. Santomassimo | 42,608 | B | 2,097,152 | | | | | 51,685 | C | 2,543,918 | | | | | 85,184 | D | 4,192,750 | | | | | 175,118 | E | 8,619,295 | | | | | | | | 116,291 | 5,723,842 | | | | | | 127,776 | 6,289,125 | | Jonathan G. Weiss | 30,243 | B | 1,488,538 | | | | | 54,146 | C | 2,665,064 | | | | | 103,468 | D | 5,092,689 | | | | | 124,297 | E | 6,117,884 | | | | | | | | 121,828 | 5,996,395 | | | | | | 155,202 | 7,639,034 | | Scott E. Powell | 35,209 | F | 1,732,996 | | | | | 31,636 | B | 1,557,137 | | | | | 40,609 | C | 1,998,779 | | | | | 66,988 | D | 3,297,173 | | | | | 130,025 | E | 6,399,809 | | | | | | | | 91,371 | 4,497,257 | | | | | | 100,483 | 4,945,759 | | Barry Sommers | 15,623 | B | 768,960 | | | | | 35,874 | C | 1,765,698 | | | | | 68,589 | D | 3,375,938 | | | | | 64,211 | E | 3,160,444 | | | | | | | | 80,716 | 3,972,824 | | | | | | 102,884 | 5,063,931 |
Members of the Human Resources Committee
1.In accordance with SEC rules, this table does not include stock awards granted in January 2024. Values for stock awards in the table are based on the NYSE closing price per share of our common stock of $49.22 on December 29, 2023, the last trading day of fiscal 2023. 2.The unvested units of stock shown for the NEOs in column (b) represent: (1) RSRs and dividend equivalents credited in the form of additional RSRs; and (2) PSAs granted in 2021 and dividend equivalents credited in the form of additional PSAs. All unvested units of stock shown are subject to the awards’ forfeiture conditions until paid. The 2021 PSAs, RSRs, and related dividend equivalents shown in the table above have the following vesting schedules: A.The indicated award will vest on October 21, 2024.
Members of the Human Resources Committee
| 2024 Proxy Statement | 89 |
Members of the Human Resources Committee
B.The indicated award will vest on February 5, 2024. C.The indicated award will vest in equal tranches on February 5, 2024 and 2025. D.The indicated award will vest in equal tranches on February 5, 2024, 2025, and 2026. E.The 2021 PSA performance period was completed on December 31, 2023. The awards vested at 137% of target. The 2021 PSAs shown represent the actual number of shares, including related accrued dividend equivalents (rounded to the nearest whole share), as of December 31, 2023, payable in March 2024. F.The indicated award will vest on January 28, 2024. 3.For each NEO, (1) the number of shares shown opposite his or her name in the first line of column (d), represents the maximum number, including dividend equivalents, of PSAs granted in 2022 that will vest in full, if at all, in the first quarter of 2025 after completion of the three-year performance period ending December 31, 2024; and (2) in the second line of column (d), represents the maximum number of PSAs granted in 2023 that will vest in full, if at all, in the first quarter of 2026 after completion of the three-year performance period ending December 31, 2025. As required by SEC rules, we are reporting the number of PSAs (including dividend equivalents, as described in footnote (4) below) at maximum payout for the 2022 PSAs and the 2023 PSAs, in each case taking into account our Company’s performance through December 31, 2023. 4.The number of RSRs (including the 2021 PSAs) shown in column (b) and the number of PSAs shown in column (d) include dividend equivalents. These dividend equivalent RSRs and PSAs will vest in each case when and as the related RSR or PSA vests, and were calculated based on dividends paid on our Company’s common stock and the NYSE closing price per share of Company common stock on each dividend payment date. As of December 31, 2023, our NEOs were credited with the following respective numbers of dividend equivalents (rounded up to the nearest whole share): Mr. Scharf – 47,416 RSRs and 18,529 PSAs; Mr. Santomassimo – 19,389 RSRs and 6,568 PSAs; Mr. Weiss – 15,945 RSRs and 7,301 PSAs; Mr. Powell – 18,167 RSRs and 5,162 PSAs; and Mr. Sommers – 9,097 RSRs and 4,838 PSAs. 2023 Option Exercises and Stock Vested The following table shows information about the stock awards that vested during 2023. None of our NEOs exercised any stock options in 2023.
Members of the Human Resources Committee
| | Stock Awards* | | | Name (a) | Number of Shares Acquired on Vesting (#) (b) | Value Realized on Vesting ($) (c) | | Charles W. Scharf | 37,319 | 1,775,214 | | | 74,822 | 3,559,182 | | | 240,116 | 9,328,507 | | | 127,050 | 5,116,304 | | Michael P. Santomassimo | 25,240 | 1,200,633 | | | 41,613 | 1,979,475 | | | 149,955 | 7,133,156 | | Jonathan G. Weiss | 26,441 | 1,257,763 | | | 29,537 | 1,405,035 | | | 30,499 | 1,184,886 | | | 15,173 | 589,471 | | Scott E. Powell | 19,831 | 943,335 | | | 30,898 | 1,469,777 | | | 3,550 | 137,918 | | | 1,766 | 68,609 | | | 34,169 | 1,575,874 | | Barry Sommers | 17,518 | 833,309 | | | 15,258 | 725,803 |
Members of the Human Resources Committee
* The number of shares shown in column (b) represents PSAs, RSRs, and related dividend equivalents in the form of additional PSAs and RSRs, respectively, that vested on various dates during 2023. The “value realized” upon the vesting of these PSAs and RSRs and related dividend equivalents shown in column (c) is equal to the number of shares vested, times the NYSE closing share price of our common stock on each applicable vesting date.
Members of the Human Resources Committee
| 90 | Wells Fargo & Co. |
Members of the Human Resources Committee
2023 Pension Benefits The following table provides information about retirement benefits with respect to each of our NEOs under the pension plan in which the NEO participates. Messrs. Scharf, Santomassimo, Powell, and Sommers were not eligible to participate in the pension plan, as the pension plan was frozen prior to their hire dates. The terms of the plan are described below the table.
Members of the Human Resources Committee
| Name (a) | Plan Name1 (b) | Number of Years Credited Service (#)1 (c) | Present Value of Accumulated Benefit ($)2,3 (d) | Payments During Last Fiscal Year ($) (e) | | Charles W. Scharf | — | — | — | — | | Michael P. Santomassimo | — | — | — | — | | Jonathan G. Weiss | Cash Balance Plan | 5 | 137,503 | — | | Scott E. Powell | — | — | — | — | | Barry Sommers | — | — | — | — |
Members of the Human Resources Committee
1.Effective July 1, 2009, we froze the Wells Fargo Cash Balance Plan (Cash Balance Plan) and also merged the Wachovia Corporation Pension Plan (Wachovia Pension Plan), in which Mr. Weiss participated, into the Cash Balance Plan. Mr. Weiss’ years of service after 2009 are not counted as credited service under the Cash Balance Plan. 2.The amounts shown in column (d) are determined as of December 31, 2023 and represent the present value of Mr. Weiss’s accrued retirement benefits under the Cash Balance Plan as of December 31, 2023, discounted to that date using the same assumptions and accounting policies (ASC 715) that we used to compute our benefit obligations under the plan in our financial statements, except that we made no assumption for death or termination of employment of NEOs prior to normal retirement age (age 65). Additional information about Mr. Weiss’s pension benefit is provided below under Description of Pension Plans. 3.A description of the accounting policies, actuarial, and other assumptions we used to compute these benefits, except as noted above and for the use of age 65 as the “normal retirement age,” can be found under Notes 1 and 22 to our 2023 financial statements included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2023. See also the information under footnote (4) to the 2023 Summary Compensation Table. Description of Pension Plan Cash Balance Plan Mr. Weiss participated in the Wachovia Pension Plan until it was merged into the Cash Balance Plan in July 2009. On July 1, 2009, the Cash Balance Plan was frozen. As a result of the merger and this freeze, no additional retirement benefits or additional years of credited service have accrued since this date. The NEO’s benefit will be paid to him from the Cash Balance Plan upon retirement. Under the terms by which the Wachovia Pension Plan was merged into the Cash Balance Plan, the NEO’s account receives interest credits based on the yield on 10-year U.S. Treasury Constant Maturities. “Normal retirement age” under the Cash Balance Plan is defined as age 65. We pay the value of the employee’s account balance under the Cash Balance Plan at any time after termination of employment in either a lump sum or an actuarially equivalent monthly annuity as the employee elects.
Members of the Human Resources Committee
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Members of the Human Resources Committee
2023 Nonqualified Deferred Compensation The following table provides information about the participation by each NEO in our nonqualified deferred compensation plans. The terms of the plans are described below the table.
Members of the Human Resources Committee
| Name (a) | Executive Contributions in Last FYE ($) (b) | Registrant Contributions in Last FYE ($) (c) | Aggregate Earnings in Last FYE1 ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Charles W. Scharf | — | — | — | — | — | | Michael P. Santomassimo | — | — | — | — | — | | Jonathan G. Weiss | | | | | | | Wachovia Elective Deferral Plan | — | — | 76,874 | — | 678,685 | | Wachovia Savings Restoration Plan | — | — | 1,220 | — | 11,418 | | Scott E. Powell | — | — | — | — | — | | Barry Sommers | — | — | — | — | — |
Members of the Human Resources Committee
1.None of the earnings shown in column (d) for Mr. Weiss have been included in the Summary Compensation Table because none are “preferential” or “above-market.” Description of Nonqualified Deferred Compensation Plans Deferred Compensation Plan Each of our NEOs is eligible to participate in the Deferred Compensation Plan, which allows certain members of management and highly compensated employees to defer the receipt of compensation that would otherwise be paid to them currently until a future year or years selected by the employee. The Deferred Compensation Plan also provides for supplemental Company-matching contributions related to any compensation deferred by a plan participant, including named executives, that would have been eligible (up to certain IRS limits) but for this deferral, for a matching contribution under the 401(k) Plan. As of December 31, 2023, none of our NEOs were participating in the Deferred Compensation Plan. Wachovia Elective Deferral Plan and Wachovia Savings Restoration Plan As a former Wachovia executive, Mr. Weiss participated in the Wachovia Elective Deferral Plan and the Wachovia Savings Restoration Plan. Participation in these plans was frozen and contributions ceased for the Wachovia Elective Deferral Plan, effective December 31, 2008, and for the Wachovia Savings Restoration Plan, effective December 31, 2007. The Wachovia Elective Deferral Plan is a frozen, unfunded, nonqualified deferred compensation plan that allowed certain highly compensated employees to defer base salary and/or incentive payments on a pre-tax basis until a future date (generally retirement, death, or separation from service). The terms of the plan required participants to irrevocably elect the form of payment (either in installments or in a lump sum) and permitted early withdrawal of account balances in the case of an unforeseeable emergency resulting in severe financial hardship. In addition, participant salary deferral amounts were subject to a Company match in certain circumstances. The Wachovia Savings Restoration Plan is a frozen, unfunded, nonqualified deferred compensation plan that previously provided for pre-tax deferral contributions to restore Wachovia 401(k) Plan contributions beyond the IRS qualified plan contribution limitations. Employees with an annual base salary greater than Internal Revenue Code annual covered compensation limits were eligible to participate and could elect to contribute up to 30% of base salary. Wachovia matched participants’ contributions on a dollar-for-dollar basis up to 6% of base salary. Participants elected, at the time they joined the plan, the timing of the payment of their account balances (on or after five years of participation, or upon separation or retirement), as well as the form and term of payment of their accounts (lump sum or 10 annual installments), and may petition for, and receive an early distribution of, their account balances in the event of an unforeseeable emergency causing severe financial hardship. Participants are entitled to invest all or a portion of their deferral accounts in one or more investment options available under the plans, which generally mirror those offered in the Wachovia 401(k) Plan, and to receive the earnings on the deferred amounts based on those investment elections upon distribution of the deferral accounts, subject to income tax withholding.
Members of the Human Resources Committee
| 92 | Wells Fargo & Co. |
Members of the Human Resources Committee
Potential Post-Employment Payments We do not have employment or other severance agreements with our NEOs. The table below shows estimated post-employment payments for our NEOs, assuming they had terminated employment on December 31, 2023. To estimate the payment amounts for each NEO, we used the closing price of our common stock on December 29, 2023 of $49.22. The following items are not included in the table or description below: •Retirement benefits under our Cash Balance Plan, which are described above under 2023 Pension Benefits. •Distributions of balances under our deferred compensation plans, which balances are shown in the 2023 Nonqualified Deferred Compensation table above. •Payments and benefits provided on a nondiscriminatory basis to employees upon termination of employment. These include accrued salary and accrued but unused paid time off, severance payments under our Severance Plan, distributions of plan balances under our 401(k) Plan, and welfare benefits provided to all retirees, including access to unsubsidized retiree medical insurance. If eligible under the Severance Plan, employees receive post-termination severance payments based on no more than $350,000 annual salary for 8 to 52 weeks depending on the number of completed years of service. If terminated as described below under Estimated Post-Employment Payments and eligible for the Severance Plan, our NEOs would receive the following aggregate amount under the Severance Plan, as of December 31, 2023: Mr. Scharf - $53,846; Mr. Santomassimo - $53,846; Mr. Weiss - $242,308; Mr. Powell - $53,846; Mr. Sommers - $53,846.
Members of the Human Resources Committee
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Members of the Human Resources Committee
Estimated Post-Employment Payments1
Members of the Human Resources Committee
| | | Type of Termination2,3,4,5 | | | Name | Type of Payment | Death ($) | Disability; Involuntary Due to Displacement, Divestiture, or Affiliate Change in Control; or Retirement ($) | | Charles W. Scharf | RSRs | 33,850,524 | 38,308,444 | | | PSAs | 23,727,019 | 35,590,534 | | Michael P. Santomassimo | RSRs | 15,928,098 | 18,407,470 | | | PSAs | 8,331,898 | 12,497,834 | | Jonathan G. Weiss | RSRs | 14,389,172 | 16,149,007 | | | PSAs | 9,449,633 | 14,174,436 | | Scott E. Powell | RSRs | 14,039,175 | 15,880,101 | | | PSAs | 6,549,426 | 9,824,176 | | Barry Sommers | RSRs | 8,609,679 | 9,518,773 | | | PSAs | 6,262,622 | 9,393,945 |
Members of the Human Resources Committee
1.The amounts in the table represent potential payments to each NEO based on a termination assumed to have occurred on December 31, 2023. 2.None of the outstanding equity awards granted under the LTICP or 2022 LTIP have automatic “single trigger” vesting upon an acquisition of our Company or major Board changes. Generally, unvested PSAs and RSRs are treated as follows upon termination of employment.
Members of the Human Resources Committee
| Reason for Termination | Impact on Vesting | | Death | •Immediate vesting of PSAs (at target, unless the final number earned is determinable because the termination occurs after the end of the performance period), subject to forfeiture provisions •Immediate vesting of RSRs, subject to forfeiture provisions | | Disability or involuntary due to displacement, divestiture, or an affiliate change in control | •Continued vesting on schedule of PSAs, subject to (i) ROTCE, TSR, and NOL performance, (ii) forfeiture provisions, and (iii) compliance with covenants. Covenants may include (a) non-solicitation of employees and customers and (b) non-disclosure of trade secrets and other confidential information. •For RSRs granted prior to 2022, immediate vesting, subject to forfeiture provisions and the covenants noted above •For RSRs granted in 2022 and after, continued vesting, subject to forfeiture provisions and the covenants noted above | | Retirement (unless terminated for cause) | •Continued vesting on schedule of PSAs, subject to (i) ROTCE, TSR, and NOL performance, (ii) forfeiture provisions, and (iii) compliance with covenants that may include (a) non-solicitation of employees and customers, (b) non-disclosure of trade secrets and other confidential information, and (c) non-competition. •Continued vesting on schedule of RSRs, subject to forfeiture provision and the covenants noted immediately above | | Other voluntary or involuntary termination (if not retirement eligible) | •PSAs and RSRs forfeit immediately |
Members of the Human Resources Committee
See Compensation Policies and Practices in our CD&A for a description of our equity award Clawback Policies. 3.The values shown in the table for the RSRs include the value of the 2021 PSAs, for which the performance period was completed on December 31, 2023. For the 2022 and 2023 PSAs, (i) for death, awards are valued at target pursuant to the terms of the applicable award agreements; and (ii) for disability, certain involuntary terminations, or voluntary retirement, awards are valued at the maximum level of performance achievement as of December 31, 2023. However, because the applicable performance period for each of these awards has not yet been completed, the actual number of 2022 and 2023 PSAs earned will depend on our Company’s level of ROTCE performance and TSR performance over the performance period for each award including reduction for NOL, forfeiture provisions, and compliance with covenants. Each award may also be credited additional dividend equivalents, as described in footnote (4) of the Outstanding Equity Awards at Fiscal Year-End table.
Members of the Human Resources Committee
| 94 | Wells Fargo & Co. |
Members of the Human Resources Committee
4.Under the LTICP, certain involuntary terminations include terminations due to displacement and receipt of a lump sum severance benefit, placement on a leave that results in receipt of severance benefits, or termination associated with an affiliate change in control. Under the LTICP, retirement generally occurs when an NEO has reached the earliest of (a) age 55 with 10 completed years of service, (b) 80 points (with one point credited for each completed age year and one point credited for each completed year of service); or (c) age 65. As of December 31, 2023, none of our NEOs, other than Mr. Weiss met this definition of retirement. For Mr. Scharf, retirement means the termination of employment (i) after reaching age 55 with five completed years of service or (ii) based on such more favorable treatment as may apply under the practices of the Company in effect from time to time. As of December 31, 2023, Mr. Scharf did not meet this definition of retirement. 5.Under the LTIP, effective April 2022, certain involuntary terminations include terminations due to displacement and receipt of a lump sum severance benefit, placement on a leave that results in receipt of severance benefits, or a termination associated with an affiliate change in control. Under the LTIP, retirement generally occurs when a named executive has reached the earliest of (a) age 55 with 5 completed years of service or (b) 80 points (with one point credited for each completed age year and one point credited for each completed year of service). As of December 31, 2023, none of our NEOs, other than Mr. Weiss met this definition of retirement. Under our Chair/CEO Post-Retirement Policy, Mr. Scharf is entitled to receive, for two years following his retirement, subject to approval of our Board and HRC, office space, administrative assistance, and a part-time driver, provided he remains available for management consultation and continues to represent us with our customers, community, and employees during this period. The value of benefits provided under this policy would depend on Mr. Scharf’s use of the same. We are currently required to receive regulatory non-objection before we agree to or make a post-employment payment to certain named executives unless an exception applies. Accordingly, if a covered NEO terminates employment when this requirement is in place, then any of the post-employment payments described above will require regulatory non-objection unless an exception applies.
Members of the Human Resources Committee
| 2024 Proxy Statement | 95 |
Members of the Human Resources Committee
CEO Pay Ratio and Median Employee Annual Total Compensation CEO Pay Ratio For 2023, the annual total compensation of Mr. Scharf, our CEO, was $25,966,198, as reported in the Summary Compensation Table. The estimated annual total compensation of the median Wells Fargo employee (other than our CEO) was $80,012. As such, our CEO’s total annual compensation was approximately 325 times that of the estimated annual total compensation of the median Wells Fargo employee in 2023.
Members of the Human Resources Committee
| CEO annual total compensation | $25,966,198 | | Median Employee estimated annual total compensation | $80,012 | | Ratio of CEO annual total compensation to Median Employee estimated annual total compensation | 325:1 |
Members of the Human Resources Committee
Median Employee Total Annual Compensation Methodology To identify the estimated total annual compensation of the median Wells Fargo employee other than our CEO: •We prepared a database including the total gross amount of salary, wages, and other non-equity compensation (which depending on the individual could include items such as holiday and other paid time off, overtime pay, shift differentials), as reflected in our payroll records for 2023, for our global workforce (other than our CEO) as of December 31, 2023. As needed, amounts were converted from local currency to U.S. dollars. •We annualized the compensation of all permanent employees who were newly hired during 2023. •We calculated the median gross pay (as described in the first bullet above) and selected the employee that made up the median. In addition to the employee that made up the median, we selected four employees immediately above and four employees immediately below to further analyze. •For the nine employees, we combined all of the elements of each employee’s compensation for 2023 to calculate total compensation with the same methodology used to calculate the “Total” column of the 2023 Summary Compensation Table in accordance with SEC rules and regulations. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Members of the Human Resources Committee
| 96 | Wells Fargo & Co. |
Members of the Human Resources Committee
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A.
Members of the Human Resources Committee
| Year (a) | Summary Compensation Table Total for PEO1 (b) | Compensation Actually Paid to PEO2 (c) | Average Summary Compensation Table Total for Non-PEO NEOs3 (d) | Average Compensation Actually Paid to Non-PEO NEOs4 (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)7 (h) | ROTCE8 (i) | | | | | | | Total Shareholder Return5 (f) | Peer Group Total Shareholder Return6 (g) | | | | 2023 | $25,966,198 | $36,448,161 | $11,930,209 | $17,586,984 | $102 | $97 | $19,142 | 13% | | 2022 | $24,642,526 | $15,956,505 | $12,217,547 | $9,792,515 | $83 | $98 | $13,182 | 9% | | 2021 | $21,350,906 | $46,809,640 | $9,852,063 | $17,287,555 | $94 | $124 | $21,548 | 14% | | 2020 | $20,392,046 | $3,385,466 | $10,573,259 | $6,243,215 | $58 | $90 | $3,377 | 1% |
Members of the Human Resources Committee
| Compensation Actually Paid to PEO | 2023 | | Summary Compensation Table Total | $25,966,198 | | Less, value of Stock Awards reported in Summary Compensation Table | -$16,634,168 | | Less, Change in Pension Value reported in Summary Compensation Table | $0 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $22,506,984 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $9,263,690 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $0 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | -$4,654,543 | | Less, prior year-end fair value for any equity awards forfeited in the year | $0 | | Plus, pension service cost for services rendered during the year | $0 | | Compensation Actually Paid to Mr. Scharf | $36,448,161 |
Members of the Human Resources Committee
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 | | Average Summary Compensation Table Total | $11,930,209 | | Less, average value of Stock Awards reported in Summary Compensation Table | -$6,993,163 | | Less, average Change in Pension Value reported in Summary Compensation Table | -$3,200 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $9,119,950 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $3,107,554 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | $0 | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | $425,634 | | Less, average prior year-end fair value for any equity awards forfeited in the year | $0 | | Plus, average pension service cost for services rendered during the year | $0 | | Average Compensation Actually Paid to Non-PEO NEOs | $17,586,984 |
Compensation Actually Paid vs. TSR1
Compensation Actually Paid vs. TSR1
Compensation Actually Paid vs. TSR1
| g | Compensation Actually Paid to PEO | g | Average Compensation Actually Paid to NEOs (excluding PEO) | g | Wells Fargo TSR | g | Peer Group TSR |
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income
| g | Compensation Actually Paid to PEO | g | Average Compensation Actually Paid to NEOs (excluding PEO) | g | Net Income |
Compensation Actually Paid vs. ROTCE
Compensation Actually Paid vs. ROTCE
Compensation Actually Paid vs. ROTCE
| g | Compensation Actually Paid to PEO | g | Average Compensation Actually Paid to NEOs (excluding PEO) | g | ROTCE |
Compensation Actually Paid vs. ROTCE
1.Cumulative Total Shareholder Return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year is the closing price on December 31, 2019.
Compensation Actually Paid vs. ROTCE
| 2024 Proxy Statement | 99 |
Compensation Actually Paid vs. ROTCE
Structure of Our Director Compensation Program 2023 Cash Compensation The following table shows the cash components of our non-employee director compensation program in 2023. Cash retainers and fees are paid quarterly in arrears. Any non-employee director who joins the Board during the year receives a prorated annual cash retainer.
Compensation Actually Paid vs. ROTCE
| Annual Cash Component | Amount ($) | | Cash Retainer | 100,000 | | Committee/Subcommittee Chair Fees | | | Each of Audit Committee, Risk Committee and HRC | 50,000 | | Each of CRC, Finance Committee, and GNC | 25,000 | | Each of Credit and Technology Subcommittees1 | 10,000 | | Regular or Special Board or Committee/Subcommittee Meeting Fee2 | 2,000 per meeting, in excess of 12 meetings |
Compensation Actually Paid vs. ROTCE
1.The Technology Subcommittee was integrated into the Risk Committee in January 2023. The chair of the Technology Subcommittee received a prorated annual cash retainer of $500. 2.Includes standing committee/subcommittee meetings, as well as special purpose committee meetings not held concurrently with or immediately prior to or following a Company Board or committee/subcommittee meeting. Directors of the Bank Board received an additional $10,000 annual cash retainer. The chair of the Bank Board received an annual fee of $25,000, payable quarterly in arrears. The RCOC chair also received a total chair fee of $10,000. 2023 Equity Compensation For 2023, each non-employee director elected to our Board at our Company’s annual meeting of shareholders received on that date an equity award having a value of $240,000. The dollar value of each equity award was converted to a number of RSRs using the closing price on the grant date, rounded up to the nearest whole share unit. We require deferral of these RSRs until a director leaves the Board or later, at the election of the director. The Board’s independent Chair also receives a $250,000 annual retainer in lieu of any committee chair fee the independent Chair might otherwise receive. This annual retainer is paid entirely in Company common stock and must be deferred until the Chair leaves the Board or later, if elected. Deferral Program For 2023, non-employee directors were able to defer all or part of their cash compensation and equity awards. Cash compensation could be deferred into either an interest-bearing account or common stock units with dividends reinvested. The interest rate paid in 2023 on interest-bearing accounts was 2.95%. Equity awards are mandatorily deferred RSRs with dividends reinvested. Deferred amounts are paid either in a lump sum or installments, as elected by the director. Director Compensation Limit As approved by our shareholders at the Company’s 2022 annual meeting of shareholders, our equity incentive plan contains an upper limit of the total compensation that a non-employee director may receive annually. Specifically, the total annual compensation paid to any non-employee director, inclusive of cash compensation and amounts awarded under the Company’s 2022 Long-Term Incentive Plan, shall not exceed $750,000, except that in the case of the Chair of the Board or any Independent Lead Director, such limit is instead $1,500,000.
Compensation Actually Paid vs. ROTCE
| 100 | Wells Fargo & Co. |
Compensation Actually Paid vs. ROTCE
Director Stock Ownership Policy After five years on the Board, each non-management director must own Wells Fargo common stock having a value equal to five times the annual cash retainer, and must maintain at least that ownership level while a member of our Board and for one year after service as a director ends. Holding deferred shares counts towards a non-employee director’s ownership level, regardless of whether the award(s) underlying the deferred shares have vested. Compliance with these stock ownership requirements is calculated annually and reported to the GNC. Each director who has been on our Board for five years or more exceeded this ownership level as of December 31, 2023, and each director who has served less than five years is on track to meet this ownership level within five years of becoming a director. GNC Use of Compensation Consultant The GNC annually reviews our director compensation program and periodically recommends changes to the program for our Board to approve. The GNC’s review and recommendation, if any, considers our director pay philosophy, relevant market practices, and consultation with Meridian, the GNC’s independent compensation consultant. The GNC’s review did not result in any new changes to our director compensation program for 2024. Director Compensation The table below provides information on 2023 compensation for our non-employee directors. Our Company reimburses directors for expenses incurred in their Board service, including the cost of attending Board and Committee meetings.
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash1,2 ($) | Stock Award3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Steven D. Black | 350,000 | 240,015 | — | — | — | — | 590,015 | | Mark A. Chancy | 110,000 | 240,015 | | — | — | — | 350,015 | | Celeste A. Clark | 125,000 | 240,015 | | — | — | — | 365,015 | | Theodore F. Craver, Jr. | 160,000 | 240,015 | | — | — | — | 400,015 | | Richard K. Davis | 125,000 | 240,015 | | — | — | — | 365,015 | | Wayne M. Hewett | 125,000 | 240,015 | | — | — | — | 365,015 | | CeCelia G. Morken | 100,000 | 240,015 | | — | — | — | 340,015 | | Maria R. Morris | 170,000 | 240,015 | | — | — | — | 410,015 | | Felicia F. Norwood | 100,000 | 240,015 | | — | — | — | 340,015 | | Richard B. Payne, Jr. | 120,000 | 240,015 | | — | — | — | 360,015 | | Juan A. Pujadas | 35,139 | | | — | — | — | 35,139 | | Ronald L. Sargent | 150,000 | 240,015 | | — | — | — | 390,015 | | Suzanne M. Vautrinot | 100,500 | 240,015 | | — | — | — | 340,515 |
2023 Director Compensation Table
1.Includes fees earned, whether paid in cash or deferred, for service on our Company’s Board in 2023, as described in 2023 Cash Compensation. Also includes fees paid to non-employee directors who serve on the Bank Board or are members of one or more special purpose committees. Messrs. Chancy, Craver, Davis, and Payne and Ms. Morris, as current members of the Bank Board, each received an annual cash retainer of $10,000, payable quarterly in arrears, and a fee of $2,000 for any separate meeting of the Bank Board not held concurrently with a Company Board or committee meeting in excess of 12 meetings. Mr. Pujadas received $3,194 as a member of the Bank Board in 2023 through April 25, 2023. Mr. Davis received $15,000 for his service as chair of the Bank Board in 2023. Ms. Morris, as the current chair of the Bank Board’s RCOC, received a total chair fee of $10,000. In 2023, all Bank Board meetings were held concurrently with a Company Board meeting. 2.Includes fees earned in 2023, but deferred at the election of the director. The following table shows the number of stock units credited on a quarterly basis to our non-employee directors under our deferral program for deferrals of 2023 cash compensation paid quarterly in arrears and the grant date fair value of those stock units based on the closing price of our common stock on the date of deferral:
2023 Director Compensation Table
| 2024 Proxy Statement | 101 |
2023 Director Compensation Table
| Name | Stock Units (#) | Grant Date Fair Value ($) | | Steven D. Black | 2,341 | 87,500 | | | 2,050 | 87,500 | | | 2,141 | 87,500 | | | 1,778 | 87,500 | | Mark A. Chancy | 736 | 27,500 | | | 644 | 27,500 | | | 673 | 27,500 | | | 559 | 27,500 | | Celeste A. Clark | 627 | 23,438 | | | 549 | 23,438 | | | 574 | 23,438 | | | 476 | 23,438 | | Wayne M. Hewett | 0 | 0 | | | 0 | 0 | | | 0 | 0 | | | 0 | 0 | | Ronald L. Sargent | 1,003 | 37,500 | | | 879 | 37,500 | | | 918 | 37,500 | | | 762 | 37,500 |
2023 Director Compensation Table
3.We granted 5,919 shares of our common stock to each non-employee director elected at the 2023 annual meeting on April 25, 2023. The grant date fair value of each award is based on the number of shares granted and the NYSE closing price of our common stock on April 25, 2023. As of December 31, 2023, none of our non-employee directors held any unvested stock awards. 4.None of our non-employee directors held outstanding options with respect to our common stock on December 31, 2023.
2023 Director Compensation Table
| 102 | Wells Fargo & Co. |
2023 Director Compensation Table
| Item 3 | | | | | | Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2024 | | | Our Board recommends that you vote FOR ratifying the appointment of KPMG as our independent registered public accounting firm for 2024. | |
2023 Director Compensation Table
The Audit Committee is responsible for the selection, compensation, retention, and oversight of the independent registered public accounting firm (independent auditor) appointed to audit our Company’s financial statements. The Audit Committee conducts a comprehensive annual review process to select and retain the Company’s independent auditor. In connection with its annual review and as discussed in the Audit Committee Report below, the Audit Committee considered various factors as part of its assessment of the qualifications, performance, and independence of the Company’s independent auditor. The Audit Committee has appointed KPMG LLP as the Company’s independent auditor for the year ending December 31, 2024. As a matter of good corporate governance, the Board is requesting that our shareholders ratify KPMG’s appointment. KPMG served as our independent auditor for the year ended December 31, 2023, and KPMG or its predecessors have examined the financial statements of our Company and its predecessors since 1931. If shareholders do not ratify the appointment of KPMG, the Audit Committee will consider the shareholders’ action in determining whether to appoint KPMG as our independent auditor for 2025. Even if the selection of KPMG is ratified by shareholders, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of KPMG will be present at the 2024 Annual Meeting to answer appropriate questions and to make a statement if they wish. Audit Committee Report Audit Committee Oversight Responsibilities The Audit Committee’s purpose is to assist the Board in fulfilling its responsibilities to oversee: •the integrity of the Company’s financial statements and the adequacy and reliability of disclosures to shareholders and bank regulatory agencies, including management activities related to accounting and financial reporting and internal controls over financial reporting; •the qualifications and independence of the Company’s independent auditor and the activities and performance of the independent auditor and the Internal Audit function; •the Company’s compliance with legal and regulatory requirements; and •reputation risk related to the Audit Committee’s responsibilities. For more information about the Audit Committee’s oversight responsibilities, see the section Board Committee Members and Oversight Responsibilities of this Proxy Statement. Management’s Responsibilities Management has primary responsibility for the Company’s financial statements and overall financial reporting process with respect to our financial statements and, with the assistance of our Internal Audit function, for maintaining adequate internal control over financial reporting for us and assessing the effectiveness of our internal control over financial reporting.
2023 Director Compensation Table
| 2024 Proxy Statement | 103 |
2023 Director Compensation Table
KPMG’s Role The Company’s independent auditor is responsible for performing independent audits of our financial statements and our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). These audits serve as a basis for the independent auditor’s opinions included in the Company’s annual report to shareholders addressing whether the financial statements fairly present our financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles and whether our internal control over financial reporting was effective as of December 31, 2023. The Audit Committee’s responsibility is to monitor and oversee these processes. Recommendation to Include the 2023 Financial Statements in the Form 10-K The Audit Committee has reviewed and discussed the Company’s 2023 audited financial statements and the assessment of the effectiveness of the Company’s internal control over financial reporting with management and KPMG. The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including matters relating to the plan for and scope and conduct of the audit of the Company’s financial statements, as well as the Company’s critical and significant accounting policies and practices, the quality of those policies and practices, and the reasonableness of the Company’s critical accounting estimates and judgments. KPMG has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with KPMG its independence from us. Based on this review and these discussions, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC. Annual Evaluation Process for Selecting Our Independent Auditor In connection with its monitoring and oversight responsibilities, the Audit Committee prepares an assessment of KPMG that includes qualifications, activities, and performance of the Company’s independent auditor. In conducting its assessment and making its determination to appoint KPMG as the Company’s independent auditor for 2024, the Audit Committee considered the following information: •KPMG’s expertise and industry experience, including KPMG’s demonstrated understanding of the financial services industry and expertise with issues specific to global systemically important financial institutions (G-SIFIs)both as a firm and compared to other major accounting firms, and its institutional knowledge of the breadth and complexity of the Company’s businesses, significant accounting practices, and system of internal control over financial reporting. •Audit effectiveness, including historical and recent performance, quality, and service on the Company’s audit; the quality of KPMG’s communications with the Audit Committee and management, including regarding audit quality and performance; the expertise of the lead audit partner and the professionalism, exhibited professional skepticism, objectivity, integrity, and trustworthiness of KPMG’s team (the Audit Committee’s assessment of KPMG’s performance is facilitated by holding regular executive sessions with each of KPMG and management, and periodic meetings with the Audit Committee chair and KPMG between Audit Committee meetings). •External data on audit quality and performance, including the results of PCAOB inspection reports on KPMG and KPMG’s Peer Review Reports on KPMG’s System of Quality Control, which involved the Audit Committee’s discussion with senior KPMG representatives regarding the results of such reports and reviews in comparison to other major accounting firms, and actions by KPMG to continue to enhance the quality of its audit practice; •Reasonableness of KPMG fees, including KPMG’s fees as compared with fees charged to peer financial institutions by KPMG and its peer accounting firms, and relative to audit quality and efficiency. •KPMG’s independence and tenure, including the rotation of the lead audit partner, concurring partner, and other key audit partners on the engagement team and KPMG’s policies regarding its independence and processes for maintaining its independence (including KPMG’s compliance with its internal policies and procedures), the limited non-audit services provided by KPMG, and the other items regarding KPMG’s tenure, independence, and engagement.
2023 Director Compensation Table
| 104 | Wells Fargo & Co. |
2023 Director Compensation Table
How We Monitor and Oversee Our Auditor’s Independence The Audit Committee also monitors and oversees controls designed to maintain KPMG’s independence, including:
2023 Director Compensation Table
| Consideration of Regular Rotation of Independent Auditor and Oversight of Mandatory Audit Partner Rotation for Independence of Perspective in Audit Engagement | •As part of its review process, the Audit Committee considers whether there should be regular rotation of the independent auditor in order to help promote continuing auditor independence, including the advisability of and potential issues involved with selecting a different independent auditor. In evaluating KPMG’s independence, the Audit Committee takes into consideration the mandatory rotation of each of the lead audit partner and concurring partner on the engagement team every five years and the rotation of other key audit partners as required under applicable SEC rules and regulations. •The Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner as part of its oversight activities. The Audit Committee believes the level of rotation within the audit engagement team is a key factor to help support the independence of perspective in connection with the audit engagement. During 2020, the Audit Committee oversaw the rotation of the Company’s lead audit partner from KPMG. •The Audit Committee recognizes the significant value of (1) maintaining a fresh perspective with KPMG’s audit engagement while at the same time benefiting from KPMG’s extensive experience in the financial services industry and with the breadth and complexity of the Company and our businesses, and (2) avoiding the potential risks associated with appointing a new independent auditor, including the management time commitment, costs, and inefficiencies involved with onboarding a new independent auditor. | | Active Audit Committee Oversight of Independent Auditor | •The Audit Committee meets regularly with KPMG both with management and in executive session at its regularly scheduled meetings throughout the year. The Audit Committee chair also meets separately with KPMG in between meetings as necessary and appropriate. | | Limits on Non-Audit Services | •The Audit Committee exercises sole authority to approve all audit engagement fees and terms associated with the retention of KPMG and receives reporting from management on audit fee negotiations and performance against the audit plan. As discussed further below, the Audit Committee also has a strict policy in place that prohibits KPMG from providing certain non-audit services to Wells Fargo and requires all audit and permissible non-audit services provided by KPMG to be pre-approved by the Audit Committee. | | KPMG’s Internal Processes and Procedures to Safeguard Independence | •KPMG maintains internal processes and procedures with respect to maintaining its independence as the Company’s independent auditor. The Audit Committee receives reporting and information quarterly from management and KPMG regarding KPMG’s independence and its compliance with its internal processes and procedures. |
2023 Director Compensation Table
Audit Committee Determination Based on the assessment described above, the Audit Committee and our Board believe that the continued retention of KPMG to serve as our independent auditor for 2024 is in the best interests of our Company and its shareholders. Members of the Audit Committee: Theodore F. Craver, Jr., Chair Mark A. Chancy CeCelia G. Morken Ronald L. Sargent
2023 Director Compensation Table
| 2024 Proxy Statement | 105 |
2023 Director Compensation Table
Audit and Non-Audit Fees KPMG Fees We incurred the fees shown in the following table for professional services provided by KPMG for 2023 and 2022:
2023 Director Compensation Table
| KMPG Audit Fees ($ in millions) | 2023 | 2022 | | Audit Fees1 | $42.3 | $40.4 | | Audit-Related Fees2 | 2.4 | 3.3 | | Tax Fees3 | 2.0 | 2.0 | | All Other Fees4 | 0.2 | 0 | | Total | $46.9 | $45.7 |
2023 Director Compensation Table
1.Audit Fees principally relate to the audit of our annual financial statements, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, and the audit of our internal control over financial reporting. Audit fees also relate to services such as subsidiary and statutory audits, managed fund audits, registration activities (e.g., comfort letters, consent filings, etc.), and regulatory and compliance attest services. 2.Audit-Related Fees principally relate to audits of employee benefit plans, review of internal controls for selected information systems and business units (Service Organization Control Reports), and due diligence work. 3.Tax Fees principally relate to the preparation of tax returns and compliance services, tax planning and consultation services, and trust and estate tax compliance services. 4.Other Fees relate to non-tax related advisory and consulting services. Audit Committee Pre-Approval Policies and Procedures Audit Committee policy requires all audit and permissible non-audit services provided by KPMG to be pre-approved by the Audit Committee. How the Audit Committee Pre-Approves Services There are three methods for how the Audit Committee may approve KPMG’s services:
2023 Director Compensation Table
| 1 | On an annual basis, recurring services such as the audits of our annual financial statements and internal control over financial reporting and the review of our quarterly financial statements. Preliminary fee levels will not exceed amounts pre-approved for these services in the preceding calendar year, and a subsequent refinement of the actual fees incurred as a result of changes in the scope of services will be submitted to the Audit Committee for pre-approval. The Audit Committee or a designee must pre-approve changes in the scope of recurring services if they will result in fee increases in excess of a relatively small amount established by the Audit Committee prior to such additional services being provided by KPMG. Changes in the scope of pre-approved services with estimated costs less than that amount may be approved by the Chief Accounting Officer and Controller. | | 2 | For a particular calendar year, specific types of audit, audit-related, advisory, consulting, or tax services that could arise with respect to that calendar year that were not already pre-approved as recurring services, subject to a fee cap for each category for that year. The Audit Committee also provided the Chief Accounting Officer with 2024 pre-approval authority for audit, audit-related, tax, and other services subject to annual fee caps for each category. | | 3 | From time to time during the year, services that have neither been pre-approved as recurring services nor pre-approved pursuant to the categorical pre-approval described above. |
2023 Director Compensation Table
| 106 | Wells Fargo & Co. |
2023 Director Compensation Table
In determining whether to pre-approve the provision by KPMG of a permissible non-audit service, the Audit Committee considers the facts and circumstances of the engagement, including other non-audit services provided by KPMG and the fees for those services, and whether the provision of the non-audit service by KPMG could impair the independence of KPMG with respect to Wells Fargo. The Audit Committee also considers whether KPMG is best positioned to provide the service because of its familiarity with our business, culture, accounting systems, risk profile, and other factors, and whether there are alternatives reasonably available to us and the cost of those alternatives. The Audit Committee requires competitive bidding for services that are eligible for categorical pre-approval and services subject to individual pre-approval unless it is not warranted because of the facts and circumstances of the proposed engagement. Delegation of Pre-Approval Authority The Audit Committee has delegated pre-approval authority to designated Audit Committee members. Pre-approval by a designated Audit Committee member is used for time sensitive engagements. Pre-approval decisions by a designated Audit Committee member are reported to the full Audit Committee at a future meeting.
2023 Director Compensation Table
| 2024 Proxy Statement | 107 |
2023 Director Compensation Table
| Items 4 and 5 | | | | | | Amendments to Remove Supermajority Voting Standards | | | Our Board recommends that you vote FOR each of the proposed amendments to remove supermajority voting standards. | |
2023 Director Compensation Table
After careful consideration, the Board has declared advisable and approved, and recommends that shareholders approve: •Item 4: An amendment to the Company’s Restated Certificate of Incorporation (the Certificate) to expressly opt out of Delaware General Corporation Law Section 203 (DGCL Section 203), including, without limitation, the default supermajority voting standard required, under certain circumstances, to approve a “business combination” with an “interested stockholder” (as those terms are defined in DGCL Section 203); and •Item 5: An amendment to remove the supermajority vote requirement in the local director provision in Section 6.7 of the By-Laws. These amendments are described in Items 4 and 5 below (together, the Proposed Amendments). The following descriptions are a summary of the Proposed Amendments only and are qualified in their entirety by reference to the Proposed Amendments set forth in Item 4 and Item 5. Approval of either of these proposals is not conditioned upon approval of the other proposal.
2023 Director Compensation Table
| 108 | Wells Fargo & Co. |
2023 Director Compensation Table
Why the Board Supports the Proposed Amendments The Board is committed to reviewing and evolving the Company’s corporate governance practices in the best interests of its shareholders, in light of best practices, and in response to shareholder feedback. Last year, shareholders supported a shareholder proposal requesting that the Company replace voting requirements in the Certificate and By-Laws that call for a greater than simple majority vote with a majority of the votes cast standard. Currently, there are only two provisions that apply to the Company’s common stock and require a supermajority voting standard.
2023 Director Compensation Table
| DGCL Section 203 As a Delaware company, we are subject by default to DGCL Section 203, which, under certain circumstances requires supermajority approval of certain “business combinations” with “interested stockholders” (as those terms are defined in DGCL Section 203). DGCL Section 203 is intended to benefit shareholders by limiting hostile takeovers, and to ensure that there is significant support before a business combination with an interested stockholder is approved. The Proposed Amendments would amend the Certificate so that the Company will expressly elect not to be governed by DGCL Section 203, in order to eliminate the supermajority approval of certain business combinations with interested stockholders. | | Local Director Provision Section 6.7 of the By-Laws, related to the election of local directors, currently requires the affirmative vote or written consent of eighty percent (80%) of the Company’s outstanding common stock to be amended. The Proposed Amendment would amend the By-Laws so that future amendments to Section 6.7 could be approved by either the Board or the shareholders by the voting standard set forth in the By-Laws. |
2023 Director Compensation Table
The Board has reviewed these provisions against the results of last year’s shareholder proposal and current corporate governance standards. Many shareholders and investor associations have begun to view supermajority provisions as limiting the Board’s accountability to shareholders and conflicting with principles of good corporate governance. For example, the Council of Institutional Investors has taken the position that “[s]upermajority votes should not be required,” and that “[a] majority vote of common shares outstanding should be sufficient to amend company bylaws or take other action that requires or receives a shareowner vote.” 1 Based on this review, the Board believes that approval of the Proposed Amendments is in the best interests of the Company and its shareholders. If the Proposed Amendments are approved and become effective, they will have the effect of removing any supermajority voting provisions applicable to votes of the Company’s common stockholders. Specifically, a business combination with an interested stockholder subject to a shareholder vote will no longer require a supermajority vote under DGCL Section 203. Instead, such business combination, if subject to a shareholder vote, will only require the typical vote necessary for a business combination under the DGCL (currently a majority of shares issued and outstanding and entitled to vote at the meeting), or the Company’s governing documents. Additionally, future amendments to the local director provision in Section 6.7 of the By-Laws will require the approval of either the Board or the shareholders by the affirmative vote of a majority in voting power of shares issued and outstanding at the meeting. Therefore, the Board has declared advisable and approved, and recommends that shareholders also approve, the Proposed Amendments. 1.See Council of Institutional Investors, Policies on Corporate Governance, Section 3.6 (last accessed March 6, 2024), available at https://www.cii.org/corp_gov_policies.
2023 Director Compensation Table
| 2024 Proxy Statement | 109 |
2023 Director Compensation Table
| Item 4 | | | | | | Approve an Amendment to the Restated Certificate of Incorporation to Opt Out of DGCL Section 203 | | | Our Board recommends that you vote FOR the proposed amendment to the Certificate. | |
2023 Director Compensation Table
Proposed Certificate Amendment The Board recommends that the Certificate be amended to add a new Article (Article Fifteenth) as follows: FIFTEENTH: The corporation hereby expressly elects not to be subject to the provisions of Section 203 of the Delaware General Corporation Law. Approval Standard To be approved, Item 4 requires the affirmative vote of a majority of the common stock outstanding. Abstentions and broker non-votes will count as votes “against” this proposal. Implementation If Item 4 is approved, such amendment to the Certificate will become effective upon the filing of a certificate of amendment setting forth such amendment with the Secretary of State of the State of Delaware, which is expected to occur as soon as practicable following shareholder approval. Pursuant to DGCL Section 203(b)(3), the provision will not become effective until 12 months after the filing and effectiveness of the certificate of amendment setting forth the amendment. If Item 4 is not approved, it will not be implemented, and the Company will remain subject to the provisions of DGCL Section 203.
2023 Director Compensation Table
| 110 | Wells Fargo & Co. |
2023 Director Compensation Table
| Item 5 | | | | | | Approve an Amendment to the By-Laws to Remove the Supermajority Vote Standard to Amend the Local Directors Provision | | | Our Board recommends that you vote FOR the proposed amendment to the By-Laws. | |
2023 Director Compensation Table
Proposed By-Law Amendment The Board recommends that Section 6.7 of the By-Laws be amended to read as follows: 6.7. Local Directors. In the event that this Company shall own in excess of fifty percent (50%) of the capital stock of any financial or moneyed corporation or association and if in the acquisition of such stock this Company shall have agreed that as to the voting of such stock for the election of directors this By-Law or an agreement substantially in accord therewith shall be binding on the Company, then and in each such event the stock so acquired shall, at all meetings for the election of a board of directors of any such association or corporation, be voted in favor of the election to such board of a sufficient number of residents of the city where the principal office of such corporation or association is located so that, if the candidate so voted for shall be elected, at least seventy-five percent of the members of said board shall be residents of said city. This Section 6.7 of this Article VI shall be amended only upon the affirmative vote of eighty percent (80%) in amount of the Common Stock of the Company outstanding at the time of such amendment or by the Board after receipt of the written consent of the holders of at least eighty percent (80%) of the Common Stock of the Company. Approval Standard To be approved, Item 5 requires the affirmative vote of 80% of the common stock outstanding at the time of the amendment. Abstentions and broker non-votes will count as votes “against” this proposal. Implementation If Item 5 is approved, such amendment to the By-Laws will be effective immediately. If Item 5 is not approved, it will not be implemented and the local directors provision in Section 6.7 of the By-Laws will continue to require the approval or written consent of eighty percent (80%) of the common stock outstanding of the Company.
2023 Director Compensation Table
| 2024 Proxy Statement | 111 |
2023 Director Compensation Table
| Items 6 through 13 | | | | | | Shareholder Proposals | | | Our Board recommends that you vote AGAINST each shareholder proposal for the reasons set forth below each proposal. | |
2023 Director Compensation Table
Shareholders will vote on the following shareholder proposals (Items 6 through 13), if they are properly presented at our Annual Meeting and not previously withdrawn or otherwise excluded. The text of these proposals and supporting statements appear in the form in which we received them. The proposals may contain assertions about our Company that we believe are incorrect. We have not attempted to refute any inaccuracies. We provide the name and address of the lead proponent for each shareholder proposal, as well as the number or market value of shares held (if available). We will supply the name and address of, and number of shares held (if available) by any co-filer, upon oral or written request to our Corporate Secretary.
2023 Director Compensation Table
| 112 | Wells Fargo & Co. |
2023 Director Compensation Table
| Item 6 | | | | | | Shareholder Proposal – Annual Report on Prevention of Workplace Harassment and Discrimination | | | Our Board recommends that you vote AGAINST this proposal. | |
2023 Director Compensation Table
The Comptroller of the State of New York, Thomas P. DiNapoli, Trustee of the New York State Common Retirement Fund, 110 State Street, 14 Floor, Albany, NY 12236, the holder of 6,856,503 shares of our common stock, and one co-filer have advised us that they intend to introduce the following resolution at the 2024 Annual Meeting: Resolution and Supporting Statement Resolved: Shareholders request the Board of Directors oversee the preparation of an annual public report describing and quantifying the effectiveness and outcomes of Wells Fargo’s efforts to prevent harassment and discrimination against its protected classes of employees. In its discretion, the Board may wish to consider including disclosures such as: •the total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment or discrimination in the previous three years; •the total number of pending harassment or discrimination complaints the company is seeking to resolve through internal processes, arbitration or litigation; •the aggregate dollar amount associated with the enforcement of arbitration clauses; •the number of enforceable contracts which include concealment clauses that restrict discussions of harassment or discrimination, and •the aggregate dollar amount associated with agreements which contain concealment clauses. Concealment clauses are defined as any employment or post-employment agreement, such as arbitration, non-disclosure or non-disparagement agreements, that the Company asks employees to sign which would limit their ability to discuss unlawful acts in the workplace, including harassment and discrimination. This report should not include the names of accusers or details of their settlements without their consent and should be prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations