DEF 14A of Wells Fargo & Company/MN
Filed Mar 18, 2026 · FY20250000072971-26-000200
Steven D. Black
| Proxy Summary | i | | Shareholder Engagement | 1 | | Board and Governance Matters | 3 | | Item 1 – Election of Directors | 3 | | Our Director Nominees | 4 | | Our Nominees’ Skills and Experience | 4 | | Biographies of Directors | 6 | | Director Independence | 18 | | Board Structure and Operations | 19 | | Our Board Leadership Structure | 19 | | Governance Practices | 21 | | Director Nomination and Succession Planning Process | 22 | | Board Evaluation Process | 25 | | Board Oversight | 26 | | Management Succession Planning and Development | 26 | | Strategy and Risk Oversight | 26 | | Our Board Committee Structure | 30 | | Other Policies and Practices | 35 | | Director Engagement | 35 | | Director Orientation, Training and Education | 36 | | Director Compensation | 36 | | Information About Related Person Transactions | 39 | | Ownership of Our Common Stock | 41 | | Human Capital Management | 44 | | Executive Compensation | 45 | | Item 2 – Advisory Resolution to Approve Executive Compensation (Say on Pay) | 45 | | Compensation Discussion and Analysis | 46 | | Compensation Governance Oversight | 53 | | 2025 Executive Compensation Program | 55 | | Performance Assessment and Variable Compensation Determination Process | 58 | | 2025 Named Executive Officer Compensation | 60 | | Compensation Policies and Practices | 73 | | Executive Compensation Tables | 77 | | CEO Pay Ratio and Median Employee Annual Total Compensation | 83 | | Pay Versus Performance | 84 | | Item 3 – Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan | 87 | | Description of the 2022 LTIP | 89 | | Certain Federal Income Tax Consequences | 93 | | Equity Compensation Plan Information | 95 | | Audit Matters | 98 | | Item 4 – Proposal to Ratify KPMG as the Company’s Independent Registered Public Accounting Firm for 2026 | 98 | | Audit Committee Report | 98 | | Audit and Non-Audit Fees | 101 | | Audit Committee Pre-Approval Policies and Procedures | 101 | | Shareholder Proposals | 103 | | Items 5 through 10 – Shareholder Proposals | 103 | | Additional Information | 121 | | Voting and Other Meeting Information | 121 | | Notes on Non-GAAP Financial Measures | 130 | | Other Financial Information | 133 | | Appendix A — Wells Fargo & Company 2022 Long-Term Incentive Plan | 134 |
Steven D. Black
| Pay for Performance Compensation is linked to Company, individual, and, as applicable, line of business performance, and creating long-term value consistent with the interests of shareholders. | Promote Effective Risk Management Compensation promotes effective risk management and discourages imprudent or excessive risk-taking. | Attract and Retain Talent People are one of the Company’s competitive advantages; therefore, compensation helps attract, motivate, and retain people with the skills, talent, and experience to drive superior long-term Company performance. |
Steven D. Black
Compensation Actions 2025 CEO Compensation Highlights The Human Resources Committee (HRC) approved, and the Board ratified, total CEO compensation of $40.0 million for performance year 2025 in recognition of Mr. Scharf’s strong leadership in driving improved financial performance, investing in our businesses to drive growth and returns, and making significant progress on risk and regulatory work. In addition, following the termination of the asset cap in 2025, the independent directors approved a special equity award with a total grant-date value of approximately $60 million to promote retention and recognize our CEO’s leadership in driving Wells Fargo’s transformation and creating significant shareholder value. The Board’s and the HRC’s approach and decision criteria for these actions, and for determining total compensation for the other NEOs, are detailed in the Compensation Discussion and Analysis. Compensation Governance In 2025, the HRC eliminated pre-set total compensation targets for our NEOs while leaving unchanged its rigorous, holistic, principles-based evaluation of individual, Company-wide, and, when relevant, business unit performance against pre-established financial and non-financial goals, in an effort to maintain alignment with business priorities and shareholder interests; additional details are provided in the Compensation Discussion and Analysis. Following the disclosure of the special equity award for our CEO and the removal of pre-set total compensation targets, we contacted institutional investors, in part to proactively seek feedback on our executive compensation program. Throughout these engagements, we received thoughtful feedback that helped inform our disclosures in this Proxy Statement describing the Board’s executive compensation determinations. Our executive compensation program is designed to align with our business, performance, risk, and talent needs and reinforces our pay-for-performance compensation philosophy. We adhere to widely recognized compensation practices described throughout the Compensation Discussion and Analysis section of this Proxy Statement.
Steven D. Black
| Item 3 | | | Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan | | | Our Board recommends that you vote FOR the proposal to amend and restate the Company’s 2022 Long-Term Incentive Plan. | See page 87 |
Steven D. Black
Item 3 seeks approval of the amended and restated 2022 Long-Term Incentive Plan (2022 LTIP) to (i) increase the number of shares available for grant under the 2022 LTIP by 45 million and (ii) extend the expiration date of the 2022 LTIP to the tenth anniversary of the 2026 Shareholder Meeting. Equity-based awards are a fundamental part of how we align compensation with our shareholders’ interests, and the 2022 LTIP plays a critical role in our pay-for-performance compensation program.
Steven D. Black
| Item 4 | | | Proposal to Ratify KPMG as the Company’s Independent Registered Public Accounting Firm for 2026 | | | Our Board recommends that you vote FOR the proposal to ratify the appointment of KPMG as our independent registered public accounting firm for 2026. | See page 98 |
Steven D. Black
The Audit Committee is responsible for the selection, compensation, retention, and oversight of the independent registered public accounting firm appointed to audit our Company’s financial statements. The Audit Committee has appointed KPMG LLP (KPMG) as the Company’s independent auditor for the year ending December 31, 2026. As a matter of good corporate governance, the Board is requesting that our shareholders ratify KPMG’s appointment.
Steven D. Black
| Items 5 through 10 | | | Shareholder Proposals | | | Our Board recommends that you vote AGAINST each shareholder proposal. | See page 103 |
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Shareholders will vote on six shareholder proposals (Items 5 through 10), if they are properly presented at our Shareholder Meeting and not previously withdrawn or otherwise excluded.
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| 2026 Proxy Statement | v |
Steven D. Black
How We Engage Our Shareholders As part of our aim to maintain effective corporate governance practices and to help us better understand the views of our investors on key topics, we proactively reach out to, and engage with, our shareholders year-round. The feedback we receive from shareholders during these meetings helps inform the Company’s and the Board’s decision-making.
Steven D. Black
| Year-Round Engagement Overseen by Our Board | Additional Ways We Engage with Our Shareholders | | •We conduct proactive outreach and engage with institutional investors throughout the year. •We also engage periodically with other investors and stakeholders. •Feedback from engagement with investors and other stakeholders is summarized and shared with relevant Board committees and, as appropriate, the Board. | •We communicate with investors via quarterly earnings calls. •We participate in periodic industry presentations and conferences. •We host regular calls with shareholders and investor groups. |
Steven D. Black
Communicating with Our Board Shareholders and other interested parties can send correspondence to our Board, including our Board’s Lead Independent Director or our non-employee or independent directors as a group, by: •sending an email to BoardCommunications@wellsfargo.com; or •sending a letter to Wells Fargo & Company, P.O. Box 63750 or P.O. Box 63710, San Francisco, California 94163. Additional information about communicating with our directors and our process for reviewing communications sent to the Board or its members is provided on our website at: https://www.wellsfargo.com/about/corporate/governance/contact. Engagement Following the 2025 Shareholder Meeting
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| Total contacted 61% of total outstanding shares | Total engaged 59% of total outstanding shares |
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| 2026 Proxy Statement | 1 |
Steven D. Black
Our Board’s Responsiveness to Shareholders Feedback from our shareholders informs the Board’s perspective. Our Board takes the submission of shareholder proposals seriously, and we seek to engage with all proponents and other shareholders on matters of interest to them. Our Response to Key Topics Discussed Following the 2025 Shareholder Meeting
Steven D. Black
| What We Heard | Our Board’s Perspectives | | Combined CEO-Chair Role | | | •Shareholders generally appreciated the Board’s evaluation of its leadership structure, with many sharing the view that the Board is best positioned to determine the structure that most appropriately serves the Company and our shareholders at any given time. Select other shareholders indicated that – as a matter of policy – they only support leadership structures with an independent chair, irrespective of the Company’s current priorities and circumstances and the Board’s processes and practices for maintaining effective independent oversight. Shareholders encouraged disclosure about the Board’s decision to combine the roles. •Shareholders were also generally supportive of the Lead Independent Director’s key responsibilities, and acknowledged the prevalence of our current Board leadership structure among our peers. | For more information on the Board’s determination to combine the CEO and Chair roles and appoint a Lead Independent Director, see Our Board Leadership Structure and our Statement in Opposition to Item 5. | | Executive Compensation | | | •Shareholders were broadly supportive of our CEO’s strong performance in driving the Company’s regulatory progress and improved financial performance, and recognized the importance of retention when discussing the Board’s rationale for the special equity award for our CEO. Shareholders encouraged disclosure about the structural elements of the award that are designed to promote retention and align with long-term shareholder value creation. •Shareholders generally noted the consistent support for our executive compensation programs and encouraged continued disclosure about the HRC’s process and compensation determinations. | For more information on the Board’s executive compensation determinations, see Shareholder Engagement Following the 2025 Shareholder Meeting within the Compensation Discussion and Analysis. | | Other Topics | | | •Board Composition and Oversight: Shareholders were interested in discussing the Board’s refreshment process. •Shareholder Proposal Approach: Certain shareholders asked about our approach to shareholder proposals for the 2026 proxy season. | For more information on Board refreshment, see Director Nomination and Succession Planning Process. For more information about our shareholder proposal approach, see Shareholder Proposals. |
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| 2 | Wells Fargo & Company |
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| Item 1 | | | | | | Election of Directors | | | Our Board recommends that you vote FOR the election of each of the 12 director nominees for a one-year term. | |
Steven D. Black
Director Nominees for Election •Our Board believes the 12 director nominees bring the right mix of professional experiences, capabilities, and perspectives to provide effective oversight and governance of our Company’s strategy and risk management. •All nominees are currently directors of Wells Fargo & Company and were last elected at the 2025 Shareholder Meeting. •All nominees are independent except our CEO. •Our Board composition is informed by the Board’s comprehensive annual self-evaluation and feedback received from shareholders. In addition, our Board has policies establishing a director retirement age and limitation on other public company board service. •Our Board and committee members are actively engaged, with 53 total meetings in 2025 and an average attendance over 98%. •We have a consistent annual shareholder engagement program to better understand the views of our shareholders.
Steven D. Black
| 92% of director nominees are independent, including our Lead Independent Director | 6 years average tenure of independent director nominees |
Steven D. Black
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 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.
Steven D. Black
| 2026 Proxy Statement | 3 |
Steven D. Black
Our Director Nominees 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:
Steven D. Black
| Character and Integrity | Management or Leadership Experience | Financial Literacy or Other Relevant Professional or Business Experience | Independent Thinking and Constructive Collegiality |
Steven D. Black
The Governance and Nominating Committee (GNC) and our Board desire an appropriate balance of experience, education, skills, background, and other qualities and attributes that are relevant to our business, strategy, risk profile, and risk appetite. In addition to the minimum qualifications set forth above, the following skills and experiences contribute to a well-balanced Board that continues to develop and provide valuable oversight as the Company continues to progress into the next phase of our transformation.
Steven D. Black
| Skill/Experience | Description | | 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 | | Risk Management | Experience managing risks in a large organization, including specific types of risk (e.g., financial, cyber, compliance, operational) | | 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 | | Sustainability | Experience in sustainability matters, including as part of a business, service as a member of a relevant board committee, or from relationships with 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 |
Steven D. Black
| 4 | Wells Fargo & Company |
Steven D. Black
Our Director Nominees’ Qualifications The following matrix highlights the skills and experiences relied on most by the Board in recommending each nominee; the absence of a designation does not mean a director does not possess that particular skill or experience. Each director also contributes important skills, knowledge, experience, viewpoints, and perspectives to our Board not reflected below.
Steven D. Black
| | Strategic Planning, Business Development & Operations | Risk Management | Financial Services | Regulatory | Human Capital Management | Consumer, Marketing, Digital | Information Security, Cybersecurity, Technology | Accounting, Financial Reporting | Corporate Governance | Sustainability | Government, Public Policy | International | | Steven D. Black (Lead Independent Director) Former Co-CEO, Bregal Investments, Inc. | ⬤ | ⬤ | ⬤ | | ⬤ | | | | ⬤ | | | | | Mark A. Chancy Former Vice Chair, SunTrust Banks, Inc. | ⬤ | | ⬤ | ⬤ | ⬤ | | | ⬤ | | | | | | Theodore F. Craver, Jr. Former Chair, President and CEO, Edison International | | ⬤ | ⬤ | ⬤ | | | ⬤ | ⬤ | | | | | | Richard K. Davis Former President and CEO, Make-A-Wish America; Former CEO and Executive Chair, U.S. Bancorp | | ⬤ | ⬤ | ⬤ | ⬤ | | | ⬤ | | | | | | Fabian T. Garcia Global President, Personal Care, Unilever PLC | ⬤ | | | | ⬤ | ⬤ | | | ⬤ | | | ⬤ | | Wayne M. Hewett Senior Advisor, Permira | ⬤ | ⬤ | | | ⬤ | | | ⬤ | ⬤ | | | | | CeCelia G. Morken Former CEO, Headspace | ⬤ | ⬤ | | | ⬤ | ⬤ | ⬤ | | | | | | | Maria R. Morris Former EVP and Head, Global Employee Benefits business, MetLife | | ⬤ | | ⬤ | ⬤ | ⬤ | ⬤ | | | | | | | Felicia F. Norwood EVP and Chief Health Benefits Officer, Elevance Health, Inc. | ⬤ | ⬤ | | ⬤ | | | | | | ⬤ | ⬤ | | | Ronald L. Sargent Chair and Former Interim CEO, The Kroger Co.; Former CEO and Chair, Staples, Inc. | | ⬤ | | | ⬤ | ⬤ | | ⬤ | ⬤ | | | | | Charles W. Scharf Chairman and CEO, Wells Fargo | ⬤ | ⬤ | ⬤ | | ⬤ | | | ⬤ | | | | | | Suzanne M. Vautrinot President, Kilovolt Consulting, Inc. | ⬤ | ⬤ | | | | | ⬤ | | ⬤ | | ⬤ | | | Total % | 100% | 100% | 58% | 67% | 100% | 58% | 50% | 58% | 83% | 83% | 25% | 75% |
Steven D. Black
| ⬤ | Denotes each director’s primary skills |
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| 2026 Proxy Statement | 5 |
Steven D. Black
Biographies of Directors Biographical information about each of our 12 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.
Steven D. Black
| | Steven D. Black Lead Independent Director | | | Former Co-CEO, Bregal Investments, Inc., an international private equity firm (September 2012 – December 2021) | | | Board Committees | | | Finance Committee, Governance & Nominating Committee, Human Resources Committee | | Age 73 Director Since April 2020 (Chair of the Board, August 2021 through October 2025) Prior Public Company Directorships •The Bank of New York Mellon Corporation •Nasdaq, Inc. | Qualifications That Benefit Our Board •Extensive experience in international and strategic planning and operations from holding key strategic roles at financial institutions such as JPMorgan and Citigroup •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 •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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| 6 | Wells Fargo & Company |
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| | Mark A. Chancy Independent | | | Former Vice Chair, SunTrust Banks, Inc., a bank holding company (February 2018 – December 2019) | | | Board Committees | | | Audit Committee, Finance Committee | | Age 61 Director Since August 2020 Prior Public Company Directorships •EVO Payments, Inc. | Qualifications That Benefit Our Board •Relevant strategic and operational and risk management 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 banking (including mortgage banking, 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 •Co-COO and 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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| 2026 Proxy Statement | 7 |
Steven D. Black
| | 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 74 Director Since January 2018 Other Current Public Company Directorships •Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee) 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 the 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 sustainability 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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| 8 | Wells Fargo & Company |
Steven D. Black
| | Richard K. Davis Independent | | | Former President and CEO, Make-A-Wish America, a nonprofit organization (January 2019 – November 2022) Former CEO and Executive Chair, U.S. Bancorp, a U.S. bank holding company (2006-2017 and 2007-2018, respectively) | | | Board Committees | | | Governance & Nominating Committee (Chair), Risk Committee | | Age 68 Director Since April 2022 Other Current Public Company Directorships •Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee) •Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee) 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 •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 •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 •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 nonprofit organization, which also provides relevant sustainability and social and public 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 •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. |
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| 2026 Proxy Statement | 9 |
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| | Fabian T. Garcia Independent | | | Global President, Personal Care, Unilever PLC, a British multinational consumer goods company (since July 2022) | | | Board Committees | | | Finance Committee | | Age 66 Director Since April 2024 Prior Public Company Directorships •Arrow Electronics, Inc. •Kimberly-Clark Corporation •Revlon, Inc. Other Leadership Service •Member, Council of Foreign Relations | Qualifications That Benefit Our Board •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 team of Unilever, a British multinational consumer goods company •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 •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 sustainability matters, having led several strategic initiatives related to sustainable business practices •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
| 10 | Wells Fargo & Company |
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| | Wayne M. Hewett Independent | | | Senior Advisor, Permira, a global private equity firm (since March 2018) | | | Board Committees | | | Finance Committee (Chair), Human Resources Committee, Risk Committee | | Age 61 Director Since January 2019 Other Current Public Company Directorships •The Home Depot, Inc. (leadership development & compensation committee chair; audit committee) •United Parcel Service, Inc. (audit committee) •Resolute Holdings Management, Inc. (audit committee) Other Leadership Service •Cambrex Corporation (Board Chair) •Quotient Services (Board Chair) | Qualifications That Benefit Our Board •Extensive strategic and operational and international experience includes role as a senior advisor for Permira, a global private equity firm, with insights into sustainability 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 •Relevant financial reporting experience developed from corporate senior executive and private equity advisory roles, and as current member of three public company audit committees •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 •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 •Significant corporate governance experience from public company board service, including as member of the boards of The Home Depot, United Parcel Service and Resolute, 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 (2009 - 2015 and 2010 – 2015, respectively) (purchased by Platform in 2015) •Various leadership roles, General Electric Company and related entities (pre-2009) |
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| 2026 Proxy Statement | 11 |
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| | CeCelia G. Morken Independent | | | Former CEO, Headspace, an online wellness company (January 2021 – January 2022) | | | Board Committees | | | Audit Committee, Governance & Nominating Committee | | Age 68 Director Since April 2022 Other Current Public Company Directorships •Genpact Ltd (audit committee; compensation committee) Prior Public Company Directorships •Alteryx, Inc. | Qualifications That Benefit Our Board •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 •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 sustainability and public policy •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 –Holds AI Ethics & Board Oversight Certification from the Diligent Institute •Insights into accounting and financial reporting given experience as member of public company audit committees Prior Experience •President and Chief Operating Officer, Headspace (2020 – 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) Ms. Morken 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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| 12 | Wells Fargo & Company |
Steven D. Black
| | Maria R. Morris Independent | | | Former EVP and Head, Global Employee Benefits business, MetLife, a global financial services company (November 2011 – September 2017) | | | Board Committees | | | Risk Committee (Chair), Human Resources Committee | | Age 63 Director Since January 2018 Other Current Public Company Directorships •S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee) •The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee) | Qualifications That Benefit Our Board •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 •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 and chair 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 •Relevant regulatory experience and sustainability 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. |
Steven D. Black
| 2026 Proxy Statement | 13 |
Steven D. Black
| | Felicia F. Norwood Independent | | | EVP and Chief Health Benefits Officer, Elevance Health, Inc., a health company (since February 2026) | | | Board Committees | | | Risk Committee | | Age 66 Director Since April 2022 Prior Public Company Directorships •Hill-Rom Holdings, Inc. | Qualifications That Benefit Our Board •Significant strategic planning and operational experience, as well as human capital management insights, in current role as EVP and Chief Health Benefits Officer 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. •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 •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 sustainability and social responsibility, especially with respect 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 •EVP and President, Government Health Benefits, Elevance Health, Inc. (2018-2026) •Director, Illinois Department of Healthcare and Family Services (2015 – 2018) •Various senior roles, Aetna, Inc. (1994 – 2013) |
Steven D. Black
| 14 | Wells Fargo & Company |
Steven D. Black
| | Ronald L. Sargent Independent | | | Chair and Former Interim CEO, The Kroger Co., a supermarket and multi-department store retailer (since March 2025 and March 2025 - February 2026, respectively) 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 70 Director Since February 2017 Other Current Public Company Directorships •Five Below, Inc. (compensation committee chair; nominating & governance committee) •The Kroger Co. (Board Chair) Prior Public Company Directorships •Staples, Inc. (Board Chair) •Home Depot, Inc. •Mattel, Inc. | Qualifications That Benefit Our Board •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 CEO and chair of Staples, Inc., a workplace products retail company, and as the current chair and former interim CEO of The Kroger Co., a supermarket and multi-department store retailer •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 •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 sustainability 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 former lead director and current board chair 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) |
Steven D. Black
| 2026 Proxy Statement | 15 |
Steven D. Black
| | Charles W. Scharf | | | Chairman and Chief Executive Officer, Wells Fargo, a U.S. financial services company (since October 2025 and October 2019, respectively) | | Age 61 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 •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 •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 •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 more than 30 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 sustainability 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
| 16 | Wells Fargo & Company |
Steven D. Black
| | Suzanne M. Vautrinot Independent | | | President, Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm (since October 2013) | | | Board Committees | | | Risk Committee | | Age 66 Director Since February 2015 Other Current Public Company Directorships •CSX Corporation (audit committee; governance committee) •Ecolab Inc. (safety, health & environment committee chair; audit committee) •Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee) Prior Public Company Directorships •NortonLifeLock Inc. Other Leadership Service •Member, National Academy of Engineering | Qualifications That Benefit Our Board •Deep strategic and operational and international 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 •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 •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 technology, including two years as Commander of the U.S. Air Force Cyber Command and various space operations commands •Inducted into the National Academy of Engineering in 2017 •Valuable perspective on government and public policy matters developed from certain key military assignments, with additional corporate governance and sustainability insights 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) •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) •Commander, 50th Space Wing (2003 - 2005) •Numerous medals and commendations, including the Defense Superior Service Medal and Distinguished Service Medal |
Steven D. Black
| 2026 Proxy Statement | 17 |
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. To be considered an independent director, 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 in making its independence determinations, our Board adopted the Director Independence Standards appended to our Corporate Governance Guidelines, which consist of the New York Stock Exchange’s standards of independence, as well as additional standards, known as categorical standards of independence. Based on the Director Independence Standards, our Board considered information in early 2026 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 and 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, Ronald L. Sargent, and Suzanne M. Vautrinot. 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’s 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 2025 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 $368,000 as of February 1, 2026, 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
| 18 | Wells Fargo & Company |
Steven D. Black
Our Board Leadership Structure The Board believes it is important for the Board to have flexibility to determine the leadership structure that most appropriately serves the Company and our shareholders at any given time, while firmly supporting the role of an independent director in a Board leadership position. Reflecting the importance of this flexibility, the Board amended our By-Laws to remove the requirement that the Board Chair be an independent director in July 2025, and also amended our Corporate Governance Guidelines to require a Lead Independent Director, who is selected annually by the independent directors of the Board, whenever the Chair is not independent. Since late 2016, when the Board formally separated the roles of Board Chair and CEO, the GNC and the Board have continued to evaluate the Board’s leadership structure at least annually, as part of their focus on Board effectiveness in overseeing management’s risk and control strategy. As the Board’s work advanced, the GNC and the Board considered how best to structure the Board’s leadership to reflect the Company’s transformation and the Board’s evolving effectiveness. Based on ongoing discussions and review, the Board combined the roles of Chair and CEO, and the Board’s independent directors named Mr. Black as Lead Independent Director, effective October 2025. This change reflects the Board’s confidence in Mr. Scharf and desire to achieve future shareholder value creation under his leadership, while maintaining appropriate independent oversight.
Steven D. Black
| Key Factors Considered in Determining the New Board Leadership Structure In determining to combine the roles of Board Chair and CEO and appoint a Lead Independent Director, the GNC and Board considered the following: •The principles and practices in place to provide independent Board oversight of management and promote Board effectiveness – including regular non-management director executive sessions, the quality of Board reporting and Board self-evaluation results, and the nature of performance management of the CEO and other executives; •The similarity in the roles and responsibilities of the Board Chair and Lead Independent Director (which are described in our Corporate Governance Guidelines and reviewed annually); •The individuals in the roles of Board Chair (Mr. Black) and CEO (Mr. Scharf) at the time of the determination; •The views of shareholders and other stakeholders; and •Practices at other public companies, including our peer banks, U.S. Global Systemically Important Banks (G-SIBs) and the S&P 500. |
Steven D. Black
Strong Lead Independent Director Role The Board believes in the importance of promoting independent Board leadership. Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose primary responsibilities are described in our Corporate Governance Guidelines. Based on the GNC’s recommendation, the Board’s independent directors appointed Mr. Black, who previously served as our Board Chair, as the Lead Independent Director, effective October 2025, and also appointed him to be a member of the GNC at that time. The Board determined that Mr. Black is best suited for the Lead Independent Director role given his Board leadership experience at Wells Fargo, extensive leadership experience in the financial services industry, and deep knowledge of our complex regulatory landscape. Mr. Black also has extensive risk management experience. He engages with our regulators, shareholders, and others, seeks to incorporate risk and regulatory topics in regular discussions between the Board and management, and promotes the Board’s efficient and effective functioning necessary to oversee our risks.
Steven D. Black
| 2026 Proxy Statement | 19 |
Key Areas of Authority/Responsibility of our Lead Independent Director
2025 Equity Compensation Each non-employee director elected to our Board at our 2025 Shareholder Meeting received on that date an equity award having a value of $265,000. We require deferral of these equity awards until a director leaves the Board or later, at the election of the director. The dollar value of these equity awards was converted to a number of shares using the closing price on the grant date, rounded up to the nearest whole share unit. As the Board Chair and subsequently as the Lead Independent Director, Steven D. Black received a $250,000 annual retainer in lieu of any committee chair fee he would have otherwise received. Mr. Black’s retainer was paid in the form of quarterly equity awards that, like all equity awards paid to non-employee directors, were required to be deferred until his Board service ends or later if deferred under the deferral program described below. Deferral Program For 2025, 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. Deferred amounts are paid either in a lump sum or installments, as elected by the director. Director Compensation Limit 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 equity awards, shall not exceed $750,000, except that in the case of the Board Chair or Lead Independent Director, such limit is $1,500,000. Director Stock Ownership Policy After five years on the Board, each non-employee 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 toward 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. All of our directors (including those who have been on our Board for less than five years) exceeded this ownership level as of December 31, 2025. GNC Use of Compensation Consultant; Changes for 2026 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. Following Meridian’s analysis of our non-employee director compensation program, including comparison to the Labor Market Peer Group, and upon recommendation of the GNC, our Board has approved changes to the program effective April 1, 2026. The changes increase the annual equity award by $15,000 to $280,000 and increase the annual cash retainer by $10,000 to $120,000.
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash1,2 ($) | Stock Award3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation5 ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Steven D. Black | 107,500 | 515,061 | — | — | — | — | 622,561 | | Mark A. Chancy | 117,500 | 265,061 | — | — | — | — | 382,561 | | Celeste A. Clark | 113,750 | 265,061 | — | — | — | — | 378,811 | | Theodore F. Craver, Jr. | 167,500 | 265,061 | — | — | — | — | 432,561 | | Richard K. Davis | 156,028 | 265,061 | — | — | — | — | 421,089 | | Fabian T. Garcia | 107,500 | 265,061 | — | — | — | 11,625 | 384,186 | | Wayne M. Hewett | 133,375 | 265,061 | — | — | — | — | 398,436 | | CeCelia G. Morken | 117,500 | 265,061 | — | — | — | — | 382,561 | | Maria R. Morris | 172,500 | 265,061 | — | — | — | — | 437,561 | | Felicia F. Norwood | 107,500 | 265,061 | — | — | — | — | 372,561 | | Ronald L. Sargent | 157,500 | 265,061 | — | — | — | — | 422,561 | | Suzanne M. Vautrinot | 107,500 | 265,061 | — | — | — | — | 372,561 |
2025 Director Compensation Table
1.Includes fees earned, whether paid in cash or deferred, for service on our Company’s Board, the Bank Board, and any special purpose committees in 2025, as described in 2025 Cash Compensation. As members of the Bank Board, Messrs. Chancy and Craver and Mses. Morken and Morris each received an annual cash retainer of $10,000, in each case payable quarterly in arrears. As the Chair of the Bank Board, Mr. Davis received $25,000, payable quarterly in arrears. Ms. Morris received a prorated fee of $5,000 for her service as Chair on the Bank Board’s RCOC prior to its dissolution and Ms. Clark received a prorated fee of $3,750 for her service as chair of the CRC prior to its dissolution. 2.Includes fees earned in 2025 but deferred by the director. The following table shows the number of stock units credited on a quarterly basis to our non-employee directors under our deferral program for deferrals of 2025 cash compensation paid quarterly in arrears and the grant date fair value of those stock units based on the closing price of our common stock on the date of deferral:
2025 Director Compensation Table
| Name | Stock Units (#) | Grant Date Fair Value ($) | | Steven D. Black | 351 | 25,000 | | | 337 | 27,500 | | | 340 | 27,500 | | | 295 | 27,500 | | Wayne M. Hewett | 219 | 15,625 | | | 212 | 17,313 | | | 209 | 16,875 | | | 181 | 16,875 | | Ronald L. Sargent | 526 | 37,500 | | | 491 | 40,000 | | | 495 | 40,000 | | | 429 | 40,000 |
2025 Director Compensation Table
3.Includes 3,728 deferred stock units granted to each non-employee director elected at the 2025 Shareholder Meeting on April 29, 2025. The grant date fair value of each award is based on the number of stock units granted and the NYSE closing price of our common stock on April 29, 2025. Includes 3,087 shares for Mr. Black’s annual Chair retainer or Lead Independent Director retainer, which is paid in the form of quarterly equity awards and which must be deferred. As of December 31, 2025, none of our non-employee directors held any unvested stock awards. 4.None of our non-employee directors received any options in 2025 or held outstanding options with respect to our common stock on December 31, 2025. 5.We generally do not provide perquisites to our directors. On one occasion in 2025, our directors’ spouses were invited to accompany our directors to attend events in connection with a Board meeting. Column (g) for Mr. Garcia includes the incremental cost to the Company of his spouse accompanying him to attend these events. The incremental costs to the Company for the spouses of our other directors to accompany our directors to these events did not exceed $10,000 per director and thus are not included in column (g), as permitted under SEC rules.
2025 Director Compensation Table
| 38 | Wells Fargo & Company |
2025 Director Compensation Table
Information About Related Person Transactions Related Person Transaction Policy and Procedures Our Board has adopted a written policy and procedures for the review and approval of transactions between our Company and its related persons and/or their respective affiliated entities. We refer to this policy and these procedures as our Related Person Transaction Policy. Defining Related Persons “Related persons” under this policy include our directors, director nominees, executive officers, holders of more than 5% of our common stock, and their respective immediate family members. Their “immediate family members” include spouses, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) who shares the home of a director, director nominee, executive officer, or holder of more than 5% of our common stock. Which Transactions Are Reviewed Except as described below, the Related Person Transaction Policy requires the GNC to review and either approve or disapprove transactions, arrangements, or relationships in which: •the aggregate amount involved will, or may be expected to, exceed $120,000 in any fiscal year; •our Company is, or will be, a participant; and •a related person or an entity affiliated with a related person has, or will have, a direct or indirect interest. We refer to these transactions, arrangements, or relationships in the Related Person Transaction Policy as “Interested Transactions.” Which Transactions Are Deemed Pre-Approved Any potential Interested Transactions that are brought to our Company’s attention are analyzed by our Company’s Legal Department, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction or relationship does, in fact, constitute an Interested Transaction requiring compliance with the Related Person Transaction Policy. Our Board has determined that the GNC does not need to review or approve certain Interested Transactions, even if the aggregate amount involved will exceed $120,000, including the following transactions: •lending and other financial services transactions with related persons or their affiliated entities that comply with applicable banking laws and are in the ordinary course of business, non-preferential, and do not involve any unfavorable features; •employment of an NEO or of an executive officer if he or she is not an immediate family member of another Company executive officer or director and his or her compensation would be reported in our proxy statement if he or she were an NEO and the HRC approved (or recommended that our Board approve) such compensation; •compensation paid to one of our directors if the compensation is reported pursuant to SEC rules in our proxy statement; •transactions with another entity at which a related person’s only relationship with that entity is as a director, limited partner, or beneficial owner of less than 10% of that entity’s ownership interests (other than a general partnership interest); •transactions with another entity at which a related person’s only relationship with that entity is as an employee (including an executive officer), if such transactions are in the ordinary course of business, non-preferential and the aggregate amount involved does not exceed the greater of $1 million or 2% of such other entity’s consolidated gross revenues;
2025 Director Compensation Table
| 2026 Proxy Statement | 39 |
Information About Related Person Transactions
| What We Do | | | | Incentive compensation is variable and “at-risk”; long-term equity compensation covers multi-year vesting periods | | | | Focus on risk management and risk outcomes | | | | Overall performance is evaluated through a rigorous performance assessment framework | | | | Engage an independent compensation consultant | | | | Strong and independent Board oversight through the Board’s HRC | | | | Recoupment policies provide for clawback and forfeiture of compensation in appropriate circumstances, including misconduct and risk management failures | | | | Stock Ownership Policy includes minimum ownership requirements, a compliance period to reach requirement, and additional holding requirements that extend one year after retirement | | | | Year-round engagement with shareholders on executive compensation and governance issues | | | | What We Don’t Do | | | | No payment of dividends prior to vesting | | | | No pledging of Company securities by directors or executive officers under the Board’s Corporate Governance Guidelines | | | | No executive employment agreements | | | | No tax gross-ups for NEOs | | | | No repricing of stock options without shareholder approval | | | | No hedging of Company securities by directors, executive officers, or other employees under our Code of Conduct | | | | No excessive perquisites for executive officers | | |
Shareholder Value Creation Under CEO’s Leadership
The HRC strongly believes annual compensation opportunities should be market competitive and driven by performance in order to attract and retain talent while creating strong alignment between executive compensation and shareholder value creation. In very limited circumstances, the HRC may consider using special awards guided by the following principles: •Special awards are only appropriate in exceptional circumstances. •These awards should contain features that are closely aligned with the Company’s longer-term business strategies and successes, such as retention-focused vesting schedules. •Special awards are not intended to have an impact on the annual compensation opportunities. •Special awards should be structured to disincentivize executives from making inappropriate risk-taking decisions. The HRC has demonstrated its commitment to this philosophy through a history of limiting the grant of special awards to executive officers and will continue to limit the use of such awards and disclose its rationale for any future awards. This award is not part of Mr. Scharf’s regular annual compensation and will not be granted on a recurring basis. The terms of this special grant are generally more restrictive than the Company’s regular annual equity awards. In setting the value of the award, the HRC reviewed compensation levels, including similar special awards granted to CEOs of our Labor Market Peer Group, particularly those most comparable to Wells Fargo in size and regulatory complexity. The HRC and Board determined a total grant-date value of approximately $60 million (50% in RSRs and 50% in stock options, each valued at approximately $30 million) was appropriate. The award features a six-year vesting period, with vesting in three equal installments beginning after the fourth anniversary. The entire award is subject to Wells Fargo’s Clawback and Forfeiture Policy which includes potential triggers related to misconduct and risk management failures. In addition, Mr. Scharf must, for the duration of his employment and one year after his departure, retain at least 50% of the net vested shares from the award, consistent with our Stock Ownership Policy. The HRC selected stock options for a portion of this award because stock options provide clear line of sight to long‑term value creation and strong alignment with shareholders, particularly as the Company continues to transform and redefine our strategic direction. The HRC also evaluated granting PSAs for a portion of this award, but decided against this because of the difficulty of setting appropriate performance targets for the extended six-year vesting period (compared to our three-year vesting period for annual PSAs) given an evolving business and regulatory environment. Award Objectives Drive the Award Design and Features
Shareholder Value Creation Under CEO’s Leadership
| Objectives | Features | | Recognize significant progress, performance, and reaching key regulatory milestones | •Grant-date value of approximately $60 million delivered as 50% RSRs and 50% stock options1 | | Promote long-term shareholder value creation that aligns with Company performance | •362,977 RSRs with value fully dependent upon performance of the Company’s stock at the time each tranche vests •1,046,000 options only deliver value if the Company’s stock price has appreciated above the grant price and at the time each tranche vests | | Promote long-term retention of Mr. Scharf as the Company’s CEO | •Long-term vesting period with no vesting until years four through six2 •Vesting dependent upon continued employment3 •Unvested awards forfeited upon retirement or resignation |
Shareholder Value Creation Under CEO’s Leadership
1.RSR dividend equivalents are accrued as additional RSRs and vested consistently with other vesting installments; stock options do not accrue dividends or dividend equivalents. Stock options were valued using the Black-Scholes valuation model. Exercise price is $82.65, the closing stock price on the date of the grant. The option term expires July 29, 2035, 10 years from the grant date. 2.Three equal installments vest on July 31, 2029, July 31, 2030, and July 31, 2031. 3.If Mr. Scharf resigns or retires from the Company, unvested portions of the award will be forfeited. In the event of involuntary termination without Cause, any portion scheduled to vest within 12 months following termination will continue to vest on schedule; remaining portions will be forfeited.
Shareholder Value Creation Under CEO’s Leadership
The HRC determined that this change is in the best interests of shareholders because it allows the Company to adapt with agility to reward performance and respond to developments in peer market pay levels. This change also further aligns the Company’s executive compensation program with those of the Labor Market Peer Group, as the HRC recognized that the use of target compensation was an outlier among our most comparable peers. Incentive pay continues to be based on a rigorous and holistic evaluation of performance—individual, Company-wide, and, when relevant, business unit—against pre-established financial and non-financial goals, an approach that remains unchanged from prior years. Compensation will continue to be primarily delivered through long-term equity awards with multi-year vesting periods, reinforcing alignment with shareholder interests. Consistent with prior years, the HRC makes a holistic assessment, applying informed judgment within the Company’s compensation principles and considering a broad range of quantitative and qualitative factors, including Company performance, individual contributions, risk management, peer market pay levels, and shareholder feedback. No single performance measure is determinative, and the HRC also considers factors such as responsible leadership, governance, and sustainability where applicable. The HRC retains full discretion to reduce compensation outcomes in response to instances of underperformance, risk management failures, or other circumstances where such action is warranted. Performance Year 2025 Pay Mix and Pay-For-Performance Outcomes Pay Mix The HRC has established that a minimum of 75% of the CEO’s variable compensation is delivered as long-term equity, with 65% of the equity delivered through PSAs. For other members of the Operating Committee, including the other NEOs, the HRC has determined that 70% of variable compensation is delivered as long-term equity, with 50% of the equity delivered through PSAs. Pay-for-Performance Outcomes Throughout 2025, the HRC periodically assessed the Company’s performance. During the fourth quarter of 2025 and in January 2026, the HRC completed in-depth reviews of all aspects of the Company’s financial and non-financial performance, and individual NEO performance. In January 2026, the Board and the HRC approved the following 2025 compensation outcomes after completing such assessment. Refer to 2025 Named Executive Officer Compensation for additional details on the evaluation of performance and the resulting pay decisions.
Shareholder Value Creation Under CEO’s Leadership
| NEO | 2025 Pay-for-Performance Outcomes | | | | | | | Salary | Annual Cash Bonus | PSAs | RSRs | Total Compensation | | Charles W. Scharf | $2,500,000 | $9,375,000 | $18,281,250 | $9,843,750 | $40,000,000 | | Michael P. Santomassimo | $1,750,000 | $4,875,000 | $5,687,500 | $5,687,500 | $18,000,000 | | Fernando S Rivas | $1,750,000 | $6,225,000 | $7,262,500 | $7,262,500 | $22,500,000 | | Kleber R. Santos | $1,500,000 | $3,750,000 | $4,375,000 | $4,375,000 | $14,000,000 | | Ellen R. Patterson | $1,500,000 | $4,050,000 | $4,725,000 | $4,725,000 | $15,000,000 |
Shareholder Value Creation Under CEO’s Leadership
| | Role of the HRC | | •Oversees the Company’s performance management and incentive compensation programs. •Oversees annual performance goals set for NEOs and approves goals for the CEO, aligning them with the Company’s strategic plan, risk appetite, and risk and control framework. •Reviews management’s proposed PSA financial performance measures, including recommended weightings and performance ranges, with input from its independent compensation consultant, and approves the final measures and ranges for the performance period. •Evaluates Company results after the end of the performance year, considering financial and non-financial outcomes, consistency with the strategic plan and risk appetite, prior year performance, execution of key initiatives, and other qualitative factors. •Assesses executive officer pay levels using Labor Market Peer Group data as a reference point in connection with its annual review of NEO compensation. •Reviews the CEO’s assessment of NEO individual performance and approves all compensation for the Company’s NEOs. •Assesses CEO individual performance, including risk performance, and recommends final compensation to the Board for approval. •Authorized to retain and obtain advice of legal, accounting, or other advisors at the Company’s expense without prior management or Board approval. –For 2025, the HRC retained Meridian Compensation Partners (Meridian) as its independent compensation consultant to provide objective advice on executive compensation matters. •Annually reviews the services performed and fees paid to the independent compensation consultant. –Upon conducting this review, the HRC determined that Meridian does no other work for the Company or management other than compensation consulting for the Board and its committees. –In accordance with its charter, the HRC pre-approves all services performed for the Company by Meridian, other than services performed for the GNC related to non-employee director compensation. •Annually assesses the compensation consultant’s independence considering NYSE listing standards and SEC rules. –The HRC assessed Meridian’s independence and concluded that no conflicts of interest or independence concerns exist. | |
Shareholder Value Creation Under CEO’s Leadership
| | Role of the Independent Compensation Consultant | | •Provides objective advice on executive compensation matters, including program design, peer group benchmarking, and disclosure of compensation elements. •Reviews compensation levels and practices compared to the Labor Market Peer Group, advises the HRC on market trends and shareholder feedback, and supports the HRC in evaluating compensation decisions for the CEO and other NEOs. •Advises the HRC on the appropriateness of the executive compensation program structure in supporting the Company’s strategic priorities and alignment with shareholder interests. | | | | Role of Executive Management | | •Each NEO sets goals tailored to their area of responsibility, including supporting broader Company goals. –The CEO reviews and approves goals set by the other NEOs. •The CEO evaluates other NEOs’ individual performance and makes recommendations regarding base salary and variable compensation to the HRC. •The Chief Risk Officer (CRO) assesses risk performance for NEOs other than the CEO, as input into evaluations by the CEO and HRC. •Proposes annual financial performance measures such as year‑over‑year increases in ROTCE targets for PSAs. •Provides reporting to the HRC in support of oversight responsibilities as described in the HRC’s charter. •Escalates issues or concerns to the HRC, as needed. •Conducts annual review of Financial Performance Peer Group and recommends changes for consideration by the HRC and Meridian, as needed. | |
Shareholder Value Creation Under CEO’s Leadership
| Providing a Competitive Opportunity | A compelling total compensation mix of fixed and variable pay, strongly tied to long-term success to attract, motivate, and retain talent | | Balancing Short- and Long-Term Performance | Total variable compensation determined annually based on performance, emphasizing long-term equity awards with future values linked to our success | | Understanding the Market | Labor Market Peer Group policies and practices inform our compensation planning processes, without benchmarking any single element or total compensation to a specific peer percentile or pay rank | | Being Transparent with our Shareholders | Clear disclosure on the design, administration, and oversight of our executive compensation program, as appropriate | | Requiring Stock Ownership | NEOs are required to maintain a meaningful equity stake in the Company, aligning their interests with long-term shareholder value and supporting accountability for effectively managing risk over time | | Limiting Executive Perquisites | No excessive perquisites or personal benefits for NEOs | | Emphasizing Risk Balancing Features | Risk-balancing features embedded in the program, including Clawback Policies, as applicable, and other safeguards | | Exercising Good Governance Practices | Established governance practices guide the Board and HRC in overseeing executive compensation for the CEO and other NEOs |
Shareholder Value Creation Under CEO’s Leadership
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 G-SIBs). The HRC’s approach in evaluating and selecting this peer group’s 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. 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.
Shareholder Value Creation Under CEO’s Leadership
| Company | Labor Market Peer Group | Financial Performance Peer Group | | American Express | | | | Bank of America* | | | | Barclays PLC* | | | | BNY* | | | | Citigroup Inc.* | | | | Goldman Sachs* | | | | HSBC Holdings plc* | | | | JPMorgan Chase* | | | | Morgan Stanley* | | | | PNC | | | | State Street* | | | | UBS Group AG* | | | | US Bancorp | | |
Shareholder Value Creation Under CEO’s Leadership
* G-SIBs The HRC assesses the appropriateness of the peer groups, with input from Meridian. In 2025, the HRC removed three non-U.S. banks (Royal Bank of Canada, Banco Santander, S.A., and BNP Paribas S.A.) from the Financial Performance Peer Group to increase focus on domestic financial institutions and more closely align with how our primary domestic peers identify their peer institutions. No changes have been made to the Labor Market Peer Group or the Financial Performance Peer Group for 2026. The Labor Market peer constituents continue to represent the financial services organizations with whom we compete most directly for executive talent.
Shareholder Value Creation Under CEO’s Leadership
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 annual 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 2025 performance year compensation outcomes (and without regard to the CEO Special Award or the retention bonus paid in 2025 to Mr. Santos).
Independent Risk Assessment
Independent Risk Assessment The CRO provides an independent risk assessment for each of the NEOs, other than the CEO. During this process, the CRO assesses the extent of each NEO’s (other than the CEO) involvement in and accountability (if any) related to risk events that took place, or were identified, during the year. For the CEO, the HRC conducts a risk review with input from the Risk Committee Chair (who is also a member of the HRC), as well as the CRO. Further, each NEO is assessed on driving measurable progress toward advancing the Company’s risk and control environment, which includes resolving outstanding regulatory matters and commitments. The risk assessments, and risk review for the CEO, are incorporated into each NEO’s overall performance assessment, and the HRC may reduce or eliminate an NEO’s variable compensation for the applicable performance year due to risk failures, as well as take other actions under the Company’s Clawback Policies depending on the nature and impact of adverse risk outcomes. 3 Determine Variable Compensation The HRC determines each NEO’s variable compensation through a comprehensive evaluation of performance across multiple dimensions. This includes Company-wide results, individual contributions, and, when relevant, business unit performance, assessed against financial and non-financial goals. The HRC considers both quantitative and qualitative factors—such as progress on strategic priorities, leadership, culture, and risk management—along with market pay levels. Compensation decisions are made within our established principles so that outcomes are balanced, reasonable, and aligned with our pay-for-performance philosophy and practices among peers. Variable compensation continues to be primarily delivered through long-term equity awards with multi-year vesting periods, reinforcing alignment with shareholder interests. Once the total variable compensation is determined, it is delivered through a pre-set pay mix.
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 | 26% | Absolute TSR | 128% | Absolute TSR | 224% | | Relative TSR | 25th percentile | Relative TSR | 46th percentile | Relative TSR | 64th percentile | | Rank | 7 out of 9 | Rank | 7 out of 12 | Rank | 5 out of 12 |
Independent Risk Assessment
Retention bonus for Mr. Santos Mr. Santos has excelled since joining the Company in 2020, holding several senior leadership roles throughout his tenure and is well known and highly regarded in the industry. His experience and leadership in payments and all aspects of Consumer and Banking and Lending have made him a very attractive candidate for leadership roles outside of Wells Fargo. Given approaches made to Mr. Santos, our CEO and Head of Human Resources met with the HRC and discussed, among other things, Mr. Santos’ significant contributions and further potential to take on expanded leadership roles in the Company. The HRC agreed that it was in the best interests of shareholders and the Company to grant Mr. Santos a $9 million retention award, vesting ratably over three years contingent on continued service. The cash award does not accelerate or vest upon retirement, termination without cause, or any other separation event; Mr. Santos must be actively employed on each vesting date to receive payment. In 2025, he earned the second $3 million payment. In November 2025, Mr. Santos was appointed Co‑CEO of Consumer Banking and Lending, a significantly expanded role with responsibility over critical business operations, underscoring the importance of retaining him through the previously approved retention award. No additional compensation was awarded to Mr. Santos in connection with his assumption of these expanded responsibilities.
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 enhanced by subjecting long-term equity awards to our Stock Ownership Guidelines and 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 2026 for 2025 performance, the HRC increased the absolute ROTCE performance required to achieve the target and maximum payout level. 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. 2026 PSA Program Our PSA program appropriately balances the importance of absolute and relative performance while maintaining rigorous performance targets. The 2026 PSA design maintains a consistent program design structurally, with an increase in the performance required under the absolute ROTCE metric to achieve payout at target and maximum, from 2025. The HRC has consistently raised the target over the past five years as the Company's performance improves. The key features of our 2026 PSA program, for the awards granted in 2026 for 2025 performance, include:
Independent Risk Assessment
| Award Level | •Determined based on 2025 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% | Increased target and maximum 100 basis points from prior year | 0% | <25th percentile | 0% | | | 5.0% | | 50% | 25th percentile | 50% | | | 14.25% | | 100% | 50th percentile | 100% | | | ≥15.5% | | 150% | ≥75th percentile | 150% |
Independent Risk Assessment
| TSR Modifier and Additional Performance Conditions | •TSR1 performance modifier adjusts the ultimate payout by 20% (positively or negatively) if relative TSR results are above the 75th percentile or below the 25th percentile, respectively •Payout is capped at 150% of target; no upward adjustment for the TSR modifier 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 clawback and forfeiture under the Company’s Clawback Policies, as applicable |
Independent Risk Assessment
| Absolute ROTCE (75% Weighting) | Payout | Relative ROTCE (25% Weighting) | Payout | | | | | | | | | | | | | <5.0% | 0% | <25th percentile | 0% | | | | | 5.0% | 50% | 25th percentile | 50% | | CEO: | 144% | | 12.0% | 100% | 50th percentile | 100% | | | | | 13.0% | 125% | ≥75th percentile | 150% | | Other NEOs: | 140% | | ≥14.0% | 150% | | | | | |
Independent Risk Assessment
Both payout scales use linear interpolation between defined performance and payout levels. Additionally, the TSR performance modifier 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%. Based on adjusted Company performance, as described below, our average ROTCE exceeded 14%, resulting in a payout of 150% of target for the absolute ROTCE portion of the award. For NEOs other than Mr. Scharf, the relative ROTCE portion was earned at 109% of target based on performance at the 55th percentile. The Company’s relative TSR for the performance period was at the 46th percentile, therefore, a TSR modifier was not applied. Based on this analysis, the HRC certified payout of 140% of target for each NEO other than Mr. Scharf. After factoring adjustments for PSAs awarded to Mr. Scharf (described below), the average ROTCE also exceeded 14%, and the relative ROTCE portion was earned at 127% of target based on performance at the 64th percentile, resulting in an HRC-certified payout of 144% for the CEO. Adjustments were made to both Company and peer performance results in accordance with the 2022 LTIP and the applicable award agreements. For 2023 and 2024, Company performance was adjusted for the FDIC special assessment. For 2023, 2024, and 2025, certain peer performance results were adjusted for material, non-recurring items including the FDIC special assessment, disposals/acquisitions, litigation and other items. In addition, pursuant to the terms of his offer letter, the ROTCE results for PSAs awarded to Mr. Scharf were also adjusted to exclude the impact of any penalties or other charges related to litigation, investigations, or examinations arising out of retail sales practices of the Company, or arising out of other material regulatory matters related to the conduct of the Company, in each case during periods prior to Mr. Scharf’s commencement of employment with Wells Fargo. Following the termination of key consent orders in 2025, the HRC and the CEO agreed to eliminate these additional adjustments for Mr. Scharf for the 2026 PSAs and all future awards.
Independent Risk Assessment
Compensation Policies and Practices Equity Grant Practices Annual equity grants to employees, including to our NEOs, are generally awarded in January after fourth quarter earnings are released during an open trading window under our Insider Trading Activity Policy. Annual grants to directors are generally made on the date of our shareholder meeting each year. In addition, equity grants may be made from time to time to new hires as part of offers of employment or for other purposes as determined by the HRC or its authorized delegate(s). New hire grants made to our executive officers are typically awarded at the first HRC meeting following the officer’s employment start date. We may change these practices in the future. In 2025, stock options were awarded to Mr. Scharf as part of the CEO Special Award. This was the Company’s first stock option grant in over a decade. The stock options were granted at the regular, pre-scheduled meeting of the Board that occurred on July 29, 2025 after the release of our second quarter earnings and during an open trading window. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation and did not do so when determining the timing and terms of the stock options awarded to Mr. Scharf in 2025. Risk Management and Accountability Our executive compensation program reinforces effective risk management through risk-balancing features that discourage and mitigate excessive risk-taking and an accountability framework that, under defined conditions, enables the clawback and forfeiture of compensation in the event NEOs’ actions, or inactions, result in specified negative outcomes for our Company. To discourage imprudent risk-taking, the Company has embedded risk-balancing features throughout our executive compensation program. Additional information on our stock ownership requirements and anti-hedging/pledging policies are included in the Stock Ownership Policy and Stock Ownership Requirements and Other Policies sections.
Risk-Balancing Features
| Pay Mix | •Appropriately balanced mix of base salary, annual cash bonus, and long-term equity •Base salaries provide fixed compensation and are 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 and relative TSR 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 performance | | Long-Term Equity Awards | •Designed to align management and shareholder interests by providing vehicles for NEOs to accumulate and maintain a meaningful 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 (i.e., maximum) | | Risk Mitigation Policies | •Clawback Policies •Stock Ownership Policy for Operating Committee Members and Executive Officers •Anti-hedging and pledging policies |
Risk-Balancing Features
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, 2025, all NEOs were in compliance with the Stock Ownership Policy. 1.Shares counted toward ownership include shares owned outright, as well as shares (and share equivalents) held in the 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. Shares underlying unexercised options do not count. Clawback Policies The Company maintains a mandatory clawback policy, as required under Rule 10D-1 of the Securities Exchange Act of 1934 (Mandatory Clawback Policy). 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. The Company additionally maintains a discretionary clawback policy, the Clawback and Forfeiture Policy (Policy), which 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. This Policy applies to a broader set of incentive compensation including all time-based equity awards, is triggered by a number of activities including misconduct, and 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.
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) | PSAs/RSRs/Options/Cash | | | | | •Amount of the award that was based upon one or more materially inaccurate performance metrics | PSAs/RSRs/Options/Cash | | | | Misconduct | •Employee engages in misconduct or commits an error that causes material financial or reputational harm | PSAs/RSRs/Options/Cash | | | | | •Any conduct that constitutes grounds to terminate for cause | PSAs/RSRs/Options | | | | Risk Management Failure | •Failure through willful misconduct or gross negligence to identify, escalate, monitor, or manage, on a timely basis, material risks | PSAs/RSRs/Options | | | | Resolution of Outstanding Regulatory Matters | •Failure of the employee to achieve progress on resolving outstanding consent orders and/or other regulatory matters | PSAs | | |
Risk-Balancing Features
Other Compensation As part of our efforts 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. Compensation Committee Report In its capacity as the compensation committee of our Board, the HRC has reviewed and discussed with management the CD&A that immediately precedes this report. Based on this review and these discussions, the HRC has recommended to our Board that the CD&A be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.
Members of the Human Resources Committee
| Name and Principal Position | Year | Salary ($) | Bonus1 ($) | Stock Awards2,3,4,5 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation6 ($) | All Other Compensation7 ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Charles W. Scharf Chairman and CEO | 2025 | 2,500,000 | 9,375,000 | 51,938,278 | 29,988,820 | — | 720,544 | 94,522,642 | | | 2024 | 2,500,000 | — | 20,372,110 | | 7,178,500 | 262,949 | 30,313,559 | | | 2023 | 2,500,000 | — | 16,634,168 | | 6,625,000 | 207,030 | 25,966,198 | | Michael P. Santomassimo Senior EVP, CFO | 2025 | 1,750,000 | 4,875,000 | 8,906,934 | | — | 21,000 | 15,552,934 | | | 2024 | 1,750,000 | — | 7,919,582 | | 3,763,125 | 41,597 | 13,474,304 | | | 2023 | 1,750,000 | — | 7,349,186 | | 3,330,000 | 19,800 | 12,448,986 | | Fernando S Rivas Senior EVP, CEO of CIB | 2025 | 1,750,000 | 6,225,000 | 9,587,598 | | — | 21,000 | 17,583,598 | | | 2024 | 1,145,192 | 5,344,120 | 16,292,505 | | 4,050,675 | — | 26,832,492 | | Kleber R. Santos Senior EVP, Co-CEO of Consumer Banking and Lending | 2025 | 1,500,000 | 6,750,000 | 7,146,182 | | — | 21,000 | 15,417,182 | | Ellen R. Patterson Senior EVP, General Counsel | 2025 | 1,500,000 | 4,050,000 | 7,031,474 | | — | 21,000 | 12,602,474 |
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) | | | | 2025 | $94,522,642 | $136,245,977 | $15,289,047 | $24,191,867 | $347 | $196 | $21,338 | 15% | | 2024 | $30,313,559 | $70,403,899 | $19,390,030 | $28,805,742 | $256 | $148 | $19,722 | 13% | | 2023 | $25,966,198 | $36,448,161 | $11,930,209 | $17,586,984 | $174 | $108 | $19,142 | 13% | | 2022 | $24,642,526 | $15,956,505 | $12,217,547 | $9,792,515 | $142 | $109 | $13,182 | 9% | | 2021 | $21,350,906 | $46,809,640 | $9,852,063 | $17,287,555 | $161 | $138 | $21,548 | 15% |
Members of the Human Resources Committee
| Compensation Actually Paid to PEO | 2025 | | Summary Compensation Table Total | $94,522,642 | | Less, value of Stock Awards reported in Summary Compensation Table | -$51,938,278 | | Less, value of Option Awards reported in Summary Compensation Table | -$29,988,820 | | 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 | $96,789,114 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $24,829,214 | | 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 | $2,032,105 | | 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 | $136,245,977 |
Members of the Human Resources Committee
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | $15,289,047 | | Less, average value of Stock Awards reported in Summary Compensation Table | -$8,168,047 | | Less, average Change in Pension Value reported in Summary Compensation Table | $0 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $9,772,025 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $6,517,840 | | 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 | $781,002 | | 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 | $24,191,867 |
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, 2020.
Compensation Actually Paid vs. ROTCE
| 86 | Wells Fargo & Company |
Compensation Actually Paid vs. ROTCE
| Item 3 | | | | | | Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan | | | Our Board recommends that you vote FOR the proposal to amend and restate the Company’s 2022 Long-Term Incentive Plan. | |
Compensation Actually Paid vs. ROTCE
Introduction On February 24, 2026, the Board approved an amendment and restatement (Plan Restatement) of our 2022 LTIP. The primary purposes of the Plan Restatement are to (i) increase the number of shares of our common stock available for awards under the 2022 LTIP by an additional 45 million shares and (ii) extend the term of the 2022 LTIP to the tenth anniversary of the 2026 Shareholder Meeting. The Plan Restatement also makes certain clarifying and other changes to the terms of the 2022 LTIP. The Plan Restatement will not take effect unless shareholders approve it at the 2026 Shareholder Meeting.
Compensation Actually Paid vs. ROTCE
| Share Increase | Plan Extension | | 45 million shares | 10 years |
Compensation Actually Paid vs. ROTCE
Approval Standard To be approved, Item 3 requires approval by a majority of the votes cast on this Item. Abstentions and broker non-votes will have no effect on this proposal. Shares Available Under the 2022 LTIP If shareholders approve the Plan Restatement, the maximum number of shares that may be issued under the 2022 LTIP on or after February 10, 2026, assuming no cancellation or forfeiture of outstanding awards, will be 87,803,670 shares. Assuming the maximum number of performance shares and including dividend equivalents accrued through February 10, 2026 on RSRs and on the maximum number of PSAs, 62,312,569 shares are subject to outstanding awards as of February 10, 2026, 42,803,670 shares are available for but not yet subject to a grant or award as of February 10, 2026, and an additional 45 million shares will be authorized by the Plan Restatement. Potential Dilution and Burn Rate Based on 3,085,371,089 shares of our common stock outstanding as of February 10, 2026, if all 62,312,569 shares subject to outstanding awards and all 42,803,670 shares available for future awards are ultimately issued, the shareholder dilution would be approximately 3.4%. If all of the additional 45 million shares authorized by the Plan Restatement are also ultimately issued, the shareholder dilution would increase by 1.5% to approximately 4.9%. On March 2, 2026, the closing market price of our common stock was $82.58 per share. Our rate at which we grant equity awards relative to shares of our common stock outstanding (sometimes referred to as “burn rate”) was below the median burn rate for our Labor Market Peer Group on a three-year average basis. Our three-year average burn rate was 0.86%, compared to the median burn rate for our Labor Market Peer group of 0.99%.
Compensation Actually Paid vs. ROTCE
| 2026 Proxy Statement | 87 |
Compensation Actually Paid vs. ROTCE
Summary of Equity Plan Information (as of February 10, 2026) The information included in this Proxy Statement and our Fiscal Year 2025 Annual Report is updated by the following information regarding our outstanding equity awards and shares available for future awards under the Company’s existing equity compensation plans as of February 10, 2026 (except as otherwise noted):
Compensation Actually Paid vs. ROTCE
| Total number of stock options outstanding1 | 1,046,000 | | Total number of full-value awards outstanding (includes RSRs and PSAs)2 | 62,312,569 | | The number of shares remaining available for future grants under the 2022 LTIP reflects performance share awards at maximum payout | 42,803,670 | | Total shares of common stock outstanding as of the Record Date | 3,074,954,752 |
Compensation Actually Paid vs. ROTCE
1.The weighted-average exercise price and weighted-average remaining term of the stock options outstanding as of February 10, 2026 was $82.65 and 9.48 years, respectively. The Company did not have any stock appreciation rights (SARs) outstanding as of February 10, 2026. 2.The number of shares of outstanding performance share awards assumes payout at the maximum level achievement. 3.Represents the total number of shares remaining available for future grant under the 2022 LTIP reflecting performance share awards at maximum payout. Excludes 1,374,387 and 133,687 shares remaining available for future grants under our Deferred Compensation Plan and Non-Qualified Deferred Compensation Plan for Independent Contractors, respectively, as of February 10, 2026, both of which are value-neutral plans. We also had 64,603 shares remaining available for future grants under our Directors’ Deferral Plan as of February 10, 2026. Wells Fargo did not have any other active equity compensation plan as of February 10, 2026. Purpose of the 2022 LTIP Equity awards are a cornerstone of our approach to aligning compensation with shareholder interests. The 2022 LTIP is a critical component of our pay-for-performance program, reinforcing our commitment to rewarding results. The purpose of the 2022 LTIP is to attract, retain and reward employees, officers and directors, and to motivate them to achieve Company goals and to drive sustained shareholder value. Our Board believes that equity awards not only attract, retain, and motivate top talent but also ensure that employee interests remain directly aligned with those of our shareholders. Certain employees receive a portion of their annual incentive compensation as RSRs. RSRs were also a significant component of the broad-based awards we provided in 2025 to eligible employees in recognition of their dedication and contributions to Wells Fargo in reaching the essential milestones that led to the removal of the asset cap. Eligible employees generally received a special $2,000 award, for most in the form of RSRs under the 2022 LTIP. In addition, our executive officers receive equity awards under the LTIP as described in the Compensation Discussion & Analysis. Equity awards granted to employees are subject to cancellation and clawback features which encourage appropriate behavior and manage risk in our compensation program; these features are described under Compensation Policies and Practices.
Compensation Actually Paid vs. ROTCE
| 88 | Wells Fargo & Company |
Compensation Actually Paid vs. ROTCE
Shareholder-Aligned Plan Features We designed our 2022 LTIP to include features that are aligned with the interests of shareholders and to promote sound governance. The table below sets forth a summary of these best-in-class provisions.
Compensation Actually Paid vs. ROTCE
| 1-Year Minimum Vesting for 95% of Shares Subject to the Plan Exceptions for change-in-control or termination of employment due to death, disability, or retirement | No “Evergreen” Provision All requests for additional shares under the 2022 LTIP require shareholder approval (i.e., no automatic increase in the number of shares available under the plan) | Non-Employee Director Compensation Limit Non-employee directors may not receive more than $750,000 annually ($1,500,000 limit for the Chair of the Board or Lead Independent Director), inclusive of both cash and equity compensation | No Discounted Options or Reload Options Stock options must be granted with an exercise price at or above fair market value on the day of grant, and no additional options may be granted upon exercise of previously issued options |
Compensation Actually Paid vs. ROTCE
| Double-Trigger Change-in-Control Vesting A change-in-control does not trigger vesting of awards unless awards are neither assumed nor substituted by the buyer | No Excise Tax Gross-Ups No gross-up payments to offset any excise tax expenses | 10-Year Max Term for Options and SARs No stock option may be exercised more than 10 years after grant | No Payment of Dividends Prior to Vesting Dividends and dividend equivalents are subject to the same restrictions and vesting as the underlying award |
Compensation Actually Paid vs. ROTCE
Shareholder-Aligned Plan Practices In addition to shareholder-aligned plan features, the Company maintains specific policies outside of the 2022 LTIP which help to promote the interests of shareholders and hold employees accountable as appropriate, which are set forth below. Stock Ownership Requirements We require our non-employee directors and the members of our Operating Committee, including our executive officers, to own shares of our common stock. The Board has adopted robust stock ownership policies for our directors, as summarized in Director Stock Ownership Policy, and Operating Committee members, as summarized in Stock Ownership Policy. Clawback and Forfeiture Policy In addition to our Mandatory Clawback Policy, the Company has a robust Clawback and Forfeiture Policy which serves to discourage employees (including our NEOs) from taking unnecessary or inappropriate risks that would adversely impact our Company or harm our customers. This policy applies to a broad set of incentive compensation including all time-based equity awards. More information regarding the Clawback and Forfeiture Policy is provided under Compensation Policies and Practices. Description of the 2022 LTIP The following is a summary description of the 2022 LTIP as amended and restated by the Plan Restatement, the full text of which is included at the end of this Proxy Statement as Appendix A. Shareholders are urged to read the Plan Restatement, as this summary of the material terms is qualified in its entirety by reference to the text of the Plan Restatement set forth in Appendix A.
Compensation Actually Paid vs. ROTCE
| 2026 Proxy Statement | 89 |
Compensation Actually Paid vs. ROTCE
Plan Term The 2022 LTIP became effective on April 26, 2022 (Effective Date) following its approval by the Company’s shareholders at the 2022 annual meeting of shareholders. If the Plan Restatement is approved, awards may be granted pursuant to the Plan Restatement until the tenth anniversary of the 2026 Shareholder Meeting (other than incentive stock options, which may not be granted after February 24, 2036), and awards granted before that time may extend beyond that date in accordance with their terms. If the Plan Restatement is not approved, the 2022 LTIP will expire instead on the tenth anniversary of the Effective Date as to new awards, although awards granted prior to such date may continue in accordance with their terms. Shares Authorized If shareholders approve the Plan Restatement, a total of 87,708,557 shares would be issuable under the 2022 LTIP after its approval. In addition, any shares subject to awards that were outstanding under the LTICP on the Effective Date that were subsequently canceled, forfeited, expired, or settled in cash will again become available for issuance under the Plan Restatement. The number of shares available for issuance under Plan Restatement is not reduced with respect to shares attributable to awards that have been canceled, expired, forfeited or settled in cash, substitute awards granted in connection with a transaction, or, except in the case of stock options and SARs, shares withheld or tendered to satisfy tax withholding liabilities arising from an award. Committee The 2022 LTIP is administered by the HRC with respect to awards granted to employees and by the GNC with respect to awards granted to non-employee directors, or by such other committee of one or more individuals appointed by the HRC or the Board from time to time (Committee). Eligibility Employees, directors, and certain former employees (with respect to certain compensation earned while employed) selected by the Committee are eligible to become participants in the Plan Restatement. As of December 31,2025, 13 non-employee directors and approximately 205,000 employees were eligible to be selected for participation in the plan. Awards to Directors The Committee determines all awards to non-employee directors and such awards are not subject to management’s discretion. From time to time, the Committee sets the amount and the type of award that will be granted to non-employee directors on a periodic and nondiscriminatory basis. The Committee may grant additional awards to non-employee directors, also on a periodic and nondiscriminatory basis, based on one or more of the following criteria: (i) service as the chair of a Board committee; (ii) service as the Chair of the Board or Lead Independent Director; (iii) the number and/or type of Board committees on which a director serves; or (iv) initial selection or appointment to the Board. The 2022 LTIP includes an annual limit for each non-employee director’s total compensation. The total annual compensation earned by any non-employee director, inclusive of cash compensation and amounts granted under the Plan Restatement (valued based on their accounting grant date value), may not exceed $750,000, except that in the case of the Chair of the Board or Lead Independent Director, the limit is $1,500,000. Administration Subject to the provisions of the Plan Restatement, the Committee has the power to take all actions with respect to the administration of the Plan Restatement including, without limitation: •Determine which eligible individuals, if any, awards may be granted to, and the timing of any such awards; •Grant awards to eligible individuals and determine the terms and conditions of such awards (which need not be identical), including the number of shares subject thereto and the exercise or purchase price thereof, and the circumstances under which awards become exercisable, vested, forfeited or expired; •Determine the extent to which any performance criteria or other conditions have been satisfied;
Compensation Actually Paid vs. ROTCE
| 90 | Wells Fargo & Company |
Compensation Actually Paid vs. ROTCE
•Determine the appropriate adjustment, if any, as a result of any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, stock dividend, or similar transactions or changes in the number or kind of outstanding shares or any stock or other securities into which such shares may be exchanged; •Subject to the Plan Restatement’s prohibitions on repricing, make adjustments in recognition of unusual or infrequently occurring events or changes in applicable laws (including non-U.S. laws), regulations, or accounting principles in order to prevent dilution or enlargement of benefits; and •Interpret and construe the Plan Restatement and the terms and conditions of any award granted thereunder, and make exceptions to any such provisions in good faith and for the benefit of the Company. The Committee may delegate certain of its authorities under the Plan Restatement, including the authority to grant awards to employees who are not subject to Section 16 reporting requirements, to one or more officers or employees of the Company. Award Types Under the Plan Restatement, the Committee may grant awards in the following forms: stock options, SARs, restricted stock, RSRs, performance shares, performance units, and stock awards. Restricted Stock, RSRs and Stock Awards An award of restricted stock consists of a specified number of shares of our common stock that are subject to restrictions on transfer, conditions of forfeiture, and any other terms and conditions for periods determined by the Committee. Prior to the termination of the restrictions, a participant may vote the restricted stock unless the Committee determines otherwise but may not sell or otherwise transfer the shares. Dividends or distributions paid with respect to unvested restricted stock are subject to the same restrictions and vesting schedule as the underlying restricted stock. Dividends or distributions may be accumulated but may not be paid with respect to unvested restricted stock unless and until the vesting conditions are satisfied. The Committee may also make stock awards of common stock without restrictions except that such awards to employees can be made only if in lieu of salary, cash bonus, or other cash compensation. An award of RSRs entitles a participant to receive a specified number of shares of our common stock upon the expiration of a stated vesting period. It may also include the right to dividend equivalents, to the extent provided by the Committee, which may not be paid with respect to unvested RSRs unless and until the vesting conditions are satisfied although they may be accumulated until such time. Dividend equivalents with respect to unvested RSRs are subject to the same restrictions and vesting schedule as the RSRs to which the dividend equivalents relate. Unless the Committee determines otherwise, after an RSR vests, the shares of common stock specified in the award will be issued to the participant, and upon such issuance, the participant may vote the shares of common stock. Until the vesting period applicable to an RSR award expires and the shares are issued, the participant also may not transferor encumber any interest in the RSRs or in any related dividend equivalents. The Committee has discretion to determine the terms of any award of restricted stock or RSRs, including the number of shares subject to the award (subject to the Plan Restatement’s stated limits), and the minimum period over which the award may vest; provided that, subject to acceleration due to a change-in-control or the participant’s death, disability, or retirement, and subject to a limited pool of awards (up to 5% of the aggregate number of shares available under the Plan Restatement not subject to these restrictions, referred to as “shorter vesting awards,” (i) in no event may the grant, issuance, retention, vesting, and/or settlement of shares under an award of RSRs that is based on the level of achievement versus performance criteria be subject to a performance period of less than one year; and (ii) no condition that is based solely upon continued employment or the passage of time may provide for vesting or settlement in full of an award of RSRs over a term of less than one year from the date of grant (or, for non-employee director awards the period from one annual meeting to the next). These limitations do not apply to either shorter vesting awards or awards of RSRs granted in lieu of salary, cash bonus, or other cash compensation. Performance Shares and Performance Units A grant of performance shares or performance units entitles a participant to receive cash, common stock (which may be in the form of restricted stock or RSRs), or a combination of both, based on the degree of achievement of pre-established performance criteria over a performance period of one to five years, as determined by the Committee. The Committee has discretion to determine the terms of any award of performance shares or performance units, including the maximum amount payable (subject to the Plan Restatement’s stated limits), the performance period, which must be a period of
Compensation Actually Paid vs. ROTCE
| 2026 Proxy Statement | 91 |
Compensation Actually Paid vs. ROTCE
between one and five years, performance criteria (which may be based on Company, group, unit, individual or other performance), and level of achievement versus these criteria, the timing of any payment, restrictions on an award of performance shares or performance units prior to actual payment, forfeiture provisions, and any other terms and conditions consistent with the Plan Restatement. The Committee may establish performance criteria and the level of achievement versus such criteria that determines the number of shares of common stock to be granted, retained, vested, issued, or issuable under or in settlement of or the amount payable pursuant to an award, which criteria may be based on Company, group, unit, individual or other performance. Notwithstanding satisfaction of any performance criteria, the number of shares issued under or the amount paid under an award may be modified by the Committee in accordance with the applicable award agreement. Stock Options Stock options may be granted under the Plan Restatement as non-qualified stock options or incentive stock options. Stock options must be granted with an exercise price of at least fair market value of the stock on the day of grant, and incentive stock options may not be granted to non-employee directors or former employees. Stock options may be exercised during a period of time fixed by the Committee, except that (i) stock options may not become fully or partially vested until at least one year after the date of grant (except upon a change-in-control or termination of employment due to death, disability, or retirement); and (ii) no stock option may be exercised more than ten years after the date of grant. Otherwise, the Committee has discretion to determine the number of shares subject to an option (subject to the Plan Restatement’s stated limits), the vesting, expiration, and forfeiture provisions for options, the restrictions on transferability of an option, and any other terms and conditions otherwise consistent with the Plan Restatement. The exercise price of an option may be paid through various means acceptable to the Committee, including in cash or, to the extent allowed by the Committee, by delivering (either physically or by attestation) previously owned shares or by delivering to us the proceeds of shares of our common stock issuable under an option or by other methods approved by the Committee. The Plan Restatement prohibits repricing stock options without shareholder approval, including by exchanging stock options for other forms of awards under the Plan Restatement. Stock Appreciation Rights A SAR entitles a participant to receive a payment, in cash, common stock, or a combination of both, equal to the difference between the fair market value of our common stock at the time of exercise and the exercise price of the award, which may not be lower than the fair market value of our common stock on the day of grant. SARs may be exercised up to ten years after the grant date, as determined by the Committee. SARs are generally subject to the same terms and limitations as options. Accordingly, the Plan Restatement prohibits re-pricing SARs without shareholder approval, including by exchanging SARs for other forms of awards under the Plan Restatement. Minimum Vesting Requirement All awards under the Plan Restatement are subject to a one-year minimum vesting requirement except that Restricted Stock, Stock Awards, and RSRs may vest prior to one year, but only if the aggregate number of shares so awarded does not exceed 5% of the aggregate number of shares under the Plan Restatement. In addition, awards may accelerate within one year of grant, but only if such acceleration is the result of a change in control or a participant’s death, disability, or retirement. For non-employee director awards the period from one annual meeting to the next is deemed to meet the one-year minimum requirement. Transferability Awards are generally not transferable or assignable unless provided otherwise by the Committee with respect to certain specified family-related transfers. Amendment and Termination The Board, the HRC, and the GNC each have the authority to modify, suspend, or terminate the Plan Restatement but may not, without prior approval of our shareholders, make any change that reduces the exercise price of or reprices outstanding stock options or SARs or that otherwise requires shareholder approval under applicable law or NYSE listing requirements.
Compensation Actually Paid vs. ROTCE
| 92 | Wells Fargo & Company |
Compensation Actually Paid vs. ROTCE
Existing Plan Benefits Since the initial approval of the 2022 LTIP in 2022 through February 10, 2026, the only grant of options under the 2022 LTIP was as part of the CEO Special Award. On July 29, 2025, Mr. Scharf was granted options under the 2022 LTIP covering 1,046,000 shares of our common stock at an exercise price of $82.65 (closing stock price on the date of grant), as further described in CEO Special Award Granted to Charles W. Scharf. No individual other than Mr. Scharf has received options under the 2022 LTIP. Additional information about the 2022 LTIP and other plans pursuant to which awards in the form of shares of our common stock may be made to directors and employees in exchange for goods or services is provided under Equity Compensation Plan Information. Future Grants No grants have been made that are contingent on our shareholders’ approval of the Plan Restatement. Awards that may be granted in the future under the 2022 LTIP as amended by the Plan Restatement are within the discretion of the Committee and, accordingly, are not yet determinable. Consequently, it is not possible to determine the future benefits that might be received by participants under the Plan Restatement amended by the Plan Restatement. Please refer to the 2025 Grants of Plan-Based Awards Table on page 78 for information on awards granted in 2025 under the 2022 LTIP to our NEOs. Certain Federal Income Tax Consequences The following discussion of the U.S. federal income tax consequences of the Plan Restatement is intended to be a general summary of applicable U.S. federal income tax law as currently in effect. Foreign, state, and local tax consequences may differ and may be amended or interpreted differently during the term of the Plan Restatement or under awards granted thereunder. Because the federal income tax rules governing awards and related payments are complex and subject to frequent change, award holders are advised to consult their individual tax advisors. Restricted Stock, RSRs, Performance Shares and Stock Awards Grantees of restricted stock, RSRs, performance shares, or stock awards (to the extent such awards are unvested at the time of grant) do not recognize income at the time of the grant of such awards. However, when the award vests or is paid, as applicable, the grantee generally recognizes ordinary income in an amount equal to the fair market value of the stock at such time, and we will receive a corresponding deduction. A participant could, within 30 days after the date of an award of restricted stock or stock awards (but not an award of RSRs or performance shares), elect to report compensation income for the tax year in which the award occurs. If the participant makes such an election, the amount of compensation income would be the value of the award at the time of grant. Any later appreciation in the value of the award would be treated as capital gain and realized only upon the sale of the stock subject to the award. If, however, the award is forfeited after the participant makes such an election, the participant would not be allowed any deduction for the amount earlier taken into income. Upon the subsequent sale of shares subject to the award, a participant would realize capital gain (or loss) in the amount of the difference between the sale price and the value of the shares previously reported by the participant as compensation income. Performance Units and Cash A participant will not have taxable income upon the grant of a contingent right to a performance unit or cash. Rather, taxation in connection with such an award will be postponed until it becomes payable. At that time, the participant will recognize ordinary income equal to the value of the amount then payable. Stock Options A participant who is granted a stock option will not recognize income and we will not be allowed a deduction at the time the option is granted. When a participant exercises a non-qualified stock option, the difference between the exercise price and any higher market value of the stock on the date of exercise (stock option gains) will be ordinary income to the participant and will generally be allowed as a deduction for federal income tax purposes to Wells Fargo. The capital gain
Compensation Actually Paid vs. ROTCE
| 2026 Proxy Statement | 93 |
Compensation Actually Paid vs. ROTCE
holding period of the shares acquired will begin one day after the date the stock option is exercised. When a participant disposes of shares acquired by the exercise of the option, any amount received that is in excess of the fair market value of the shares on the exercise date will be treated as short-term or long-term capital gain, depending upon the holding period of the shares. If the amount received is less than the market value of the shares on the exercise date, the loss will be treated as short-term or long-term capital loss, depending upon the holding period of the shares. When a participant exercises an incentive stock option while employed by us or within the three-month period (one-year period, in the case of disability) after his or her employment ends, the participant will not recognize any ordinary income at that time. However, any excess of the fair market value of the shares acquired by such exercise over the exercise price will be an item of tax preference for purposes of any federal alternative minimum tax applicable to individuals. If the shares acquired upon exercise are disposed of more than two years after the date of grant and one year after the date of transfer of the shares to the participant (statutory holding periods), any sale proceeds that exceed the total exercise price of these shares will be long-term capital gain. Except in the event of the optionee’s death, if the shares are disposed of prior to the expiration of the statutory holding periods, referred to as a “disqualifying disposition,” generally, the amount by which the fair market value of the shares at the time of exercise exceeds the total exercise price will be ordinary income. If a disqualifying disposition occurs, we will generally be entitled to a federal tax deduction for a similar amount. Stock Appreciation Rights The grant of a SAR is generally not a taxable event for a participant. Upon exercise of the SAR, the participant will generally recognize ordinary income equal to the cash or the fair market value of any shares received. We will generally be entitled to a tax deduction at the same time for the same amount. The participant’s subsequent sale of the shares generally will give rise to capital gain or loss equal to the difference between the sale price and the ordinary income recognized when the participant received the shares, and these capital gains (or losses) will be treated as short-term or long-term capital gains (or losses), depending upon the holding period of the shares. Tax Withholding In connection with awards granted under the 2022 LTIP, we may withhold from cash otherwise payable to a participant or require a participant to remit to us an amount sufficient to satisfy federal, state, local and foreign withholding taxes. To the extent specified by the Committee, tax withholding obligations may be satisfied by withholding shares to be received upon exercise of an option or SAR, the vesting of restricted stock, performance shares, or stock awards, or the payment of an RSR or performance unit, or by delivery to us of previously owned shares of Company common stock. Certain Other Tax Provisions Section 162(m) of the Internal Revenue Code (IRC) limits the otherwise allowable deduction for compensation during a calendar year paid to certain covered employees and generally limits the otherwise allowable deduction to $1,000,000 for such individuals. If an award granted under the Plan Restatement is determined to be nonqualified deferred compensation subject to Section 409A of the IRC, certain requirements must be satisfied (including rules regarding distribution timing, deferral elections, and acceleration of benefits). If an award is determined to be nonqualified deferred compensation and does not satisfy the requirements of Section 409A of the IRC, a participant may be subject to tax consequences, including current taxation of all or a portion of the deferred compensation and earnings thereon (regardless of when the compensation is paid), interest at the IRS underpayment rate plus 1%, and an additional 20% federal tax. The Company intends that all awards granted under the Plan Restatement either be exempt from or comply with Section 409A of the IRC.
Compensation Actually Paid vs. ROTCE
| Item 3 – Approve the Proposal to Amend and Restate the Company’s 2022 Long-Term Incentive Plan Our Board recommends that you vote FOR the proposal to amend and restate the Company’s 2022 Long-Term Incentive Plan. |
Compensation Actually Paid vs. ROTCE
| 94 | Wells Fargo & Company |
Compensation Actually Paid vs. ROTCE
Equity Compensation Plan Information The following table provides information about our equity compensation plans in effect on December 31, 2025, separately aggregated for plans approved by shareholders and for plans not approved by shareholders. A description of the material features of each equity compensation plan not approved by shareholders follows the table. All outstanding awards relate to shares of our common stock. Information is as of December 31, 2025, unless otherwise indicated. Equity Compensation Plan Information
Compensation Actually Paid vs. ROTCE
| | (a) | | (b) | (c) | | | Plan category | # of shares to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights(1) | # of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | Equity compensation plans approved by security holders | | 66,333,868(2) | $82.65 | | 58,319,451(3) | | Equity compensation plans not approved by security holders | | 3,565,570(4) | N/A | | 1,641,384(5) | | Total | | 69,899,438 | 82.65 | | 59,960,835 |
Compensation Actually Paid vs. ROTCE
1.Does not reflect RSRs, restricted share units, PSAs or deferred compensation benefits because they have no exercise price. 2.For the 2022 LTIP and its predecessor the LTICP, consists of 60,207,668 shares subject to RSRs, 1,046,000 shares subject to options and a maximum of 4,397,985 performance shares. For the Supplemental 401(k) Plan, consists of 682,215 shares issuable upon distribution of benefits. 3.We could have issued the number of shares of our common stock indicated in the following table pursuant to any of the award types listed for the plan or, if indicated for the plan, pursuant to distributions of deferred compensation benefits. No information is provided for the LTICP because no future awards will be made under this plan. 4.Consists of 192,030 shares issuable upon distribution of deferred stock awards, and 132,571 shares issuable upon distribution of deferred compensation benefits under the Directors Plan, 266 shares issuable upon distribution related to the Norwest Corporation Directors’ Formula Stock Award Plan, and shares of common stock issuable upon distribution of deferred compensation benefits . 5.We could have issued the number of shares of our common stock indicated in the table below captioned “Plans not approved by security holders” pursuant to distributions of deferred compensation benefits. No information is provided for the Norwest Corporation Directors’ Formula Stock Award Plan because no future awards or deferrals will be made under this plan and because column (a) reflects all shares issuable under those plans upon exercise or distribution of outstanding awards or deferred compensation benefits.
Compensation Actually Paid vs. ROTCE
| 2026 Proxy Statement | 95 |
Compensation Actually Paid vs. ROTCE
| Plans approved by security holders | # of shares remaining available for future issuance under equity compensation plans (excluding # of shares to be issued upon exercise of outstanding options, warrants and rights) | | Award types | | | 2022 LTIP | | 56,658,423 | | Stock, restricted stock, RSRs, performance shares, performance units | | Supplemental 401(k) Plan | | 1,661,028 | | Deferral distribution | | Total | | 58,319,451 | | | | Plans not approved by security holders | | # of shares remaining available for future issuance under equity compensation plans | | Award types | | Deferred Compensation Plan | | 1,441,517 | | Deferral distribution | | Non-Qualified Deferred Compensation Plan for Independent Contractors | | 133,687 | | Deferral distribution | | Directors Plan | | 66,179 | | Stock options, deferral distribution | | Total | | 1,641,384 | | |
Compensation Actually Paid vs. ROTCE
Material Features of Equity Compensation Plans Not Approved by Shareholders Deferred Compensation Plan. Under the Deferred Compensation Plan, eligible employees may defer receipt of salary, bonuses and certain other compensation subject to the terms of the plan. Deferral elections are irrevocable once made except for limited re-deferral opportunities. We treat amounts deferred by a participant as if invested in the earnings options selected by the participant and determine the deferred compensation benefit payable to the participant based on the performance of those earnings options. The plan offers a number of earnings options, including one based on our common stock with dividends reinvested. We generally distribute amounts allocated to the common stock option in shares of common stock. Participants have no direct interest in any of the earnings options and are general unsecured creditors of the Company with respect to their deferred compensation benefits under the plan. Non-Qualified Deferred Compensation Plan for Independent Contractors. Under the Non-Qualified Deferred Compensation Plan for Independent Contractors participants who performed qualifying investment or other financial services for participating affiliates as independent contractors were able to defer all or part of their eligible compensation payable to them by the affiliate subject to the terms of the plan. Deferral elections were irrevocable once made. Amounts deferred by a participant were treated as if invested in the earnings options selected by the participant, which determine the deferred compensation benefit payable to the participant. The plan offered a number of earnings options, including one based on our common stock with dividends reinvested. We generally distribute amounts allocated to the common stock option in shares of common stock. No future deferrals may be made under this plan and participants may no longer reallocate their existing account balances under the plan among different investment options. Shares remaining available for issuance under the plan consist of shares issuable as a result of amounts credited to participant accounts denominated in our common stock to reflect cash dividends paid on the common stock. The plan is sponsored by a wholly owned subsidiary, WF Deferred Compensation Holdings, Inc. We have guaranteed its obligations under the plan. Participants have no direct interest in any of the earnings options and are general unsecured creditors of the plan sponsor and the Company with respect to their deferred compensation benefits under the plan.
Compensation Actually Paid vs. ROTCE
| 96 | Wells Fargo & Company |
Compensation Actually Paid vs. ROTCE
Directors’ Deferral Plan. Under the Directors Deferral Plan, a non-employee director may elect to defer all or part of his or her annual retainer, meeting fees, 2022 LTIP stock awards, and any other compensation deemed eligible for deferral under the deferral program by the Board prior to the deferral year. The annual retainer and meeting fees may be deferred into either an interest-bearing cash account or phantom shares of our common stock. All other deferrals may be made only into phantom shares of our common stock. Dividend reinvestment share equivalents are credited in phantom shares of common stock to reflect dividends paid on our common stock. The plan allows a participant, while still a member of the Board, to elect one time to postpone commencement of distribution of his or her account, subject to a number of conditions. Participants have no direct interest in any of the earnings options and are general unsecured creditors of the Company with respect to their deferred compensation benefits under the plan. Norwest Corporation Directors’ Formula Stock Award Plan. Under the Norwest Corporation Directors’ Formula Stock Award Plan we awarded shares of common stock to non-employee directors. The plan allowed participants to defer receipt of all or a portion of their awards, with dividends reinvested, until a future year or years as selected by the participants subject to the terms of the plan. Participants can elect one time to defer commencement of distribution of their deferral accounts if the election is made sufficiently in advance of the original distribution commencement date and the new distribution commencement date is sufficiently beyond the original distribution commencement date. Participants have no direct interest in the shares deferred under the plan and are general unsecured creditors of the Company with respect to payment of their deferred stock awards under the plan. No future stock awards or deferrals may be made under this plan.
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| 2026 Proxy Statement | 97 |
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| Item 4 | | | | | | Proposal to Ratify KPMG as the Company’s Independent Registered Public Accounting Firm for 2026 | | | Our Board recommends that you vote FOR the proposal to ratify the appointment of KPMG as our independent registered public accounting firm for 2026. | |
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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, 2026. 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, 2025, 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 2027. 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 2026 Shareholder 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; and •the Company’s compliance with legal and regulatory requirements. For more information about the Audit Committee’s oversight responsibilities, see Board Committee Members and Oversight Responsibilities.
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| 98 | Wells Fargo & Company |
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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. 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, 2025. The Audit Committee’s responsibility is to monitor and oversee these processes. Recommendation to Include the 2025 Financial Statements in the Form 10-K The Audit Committee has reviewed and discussed the Company’s 2025 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, 2025, 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 2026, 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’s 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.
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| 2026 Proxy Statement | 99 |
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How We Monitor and Oversee Our Auditor’s Independence The Audit Committee also monitors and oversees controls designed to maintain KPMG’s independence, including:
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| 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 2025, the Audit Committee performed oversight of the rotation of the lead audit partner, which became effective in 2026. •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. |
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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 2026 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
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| 100 | Wells Fargo & Company |
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Audit and Non-Audit Fees KPMG Fees We incurred the fees shown in the following table for professional services provided by KPMG for 2025 and 2024:
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| KMPG Audit Fees ($ in millions) | 2025 | 2024 | | Audit Fees1 | $52.9 | $46.8 | | Audit-Related Fees2 | 2.6 | 2.8 | | Tax Fees3 | 2.2 | 1.9 | | All Other Fees4 | 0.1 | 0.0 | | Total | $57.8 | $51.5 |
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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 and consent filings) and regulatory and compliance attest services. 2.Audit-Related Fees principally relate to audits of employee benefit plans and review of internal controls for selected information systems and business units (Service Organization Control Reports). 3.Tax Fees principally relate to the preparation of tax returns, tax compliance services, tax planning and tax consultation 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:
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| 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 are pre-approved. 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 2026 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, may be pre-approved. |
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| 2026 Proxy Statement | 101 |
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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.
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| 102 | Wells Fargo & Company |
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| Items 5 through 10 | | | | | | Shareholder Proposals | | | Our Board recommends that you vote AGAINST each shareholder proposal for the reasons set forth below each proposal. | |
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Shareholders will vote on the following shareholder proposals (Items 5 through 10), if they are properly presented at our 2026 Shareholder 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 or reflect a misunderstanding of our business. We have not attempted to refute all inaccuracies. In late 2025, the SEC stated that it would not respond to most company requests to exclude shareholder proposals for the 2025-2026 proxy season, and instead companies should notify the SEC of their intent to exclude any shareholder proposals from their proxy materials. Following this guidance, and as described in our SEC notification, we omitted from this Proxy Statement an additional shareholder proposal that was duplicative of a shareholder proposal that we received first, in order to avoid the confusion of having multiple proposals on the same topic in our proxy materials. Importantly, we have included the first proposal (Item 5), so shareholders will have an opportunity to vote on the topic at our 2026 Shareholder Meeting. As we do every year, we have devoted substantial time and resources to reviewing, evaluating, and responding to shareholder proposals, including by engaging directly with proponents and our broader shareholder base to understand their views. Our Board is involved in this review and response, with Board committees reviewing shareholder proposals related to the matters they oversee. In assessing each shareholder proposal, we consider, among other things: relevance to our business; adequacy of our existing oversight, policies, disclosures and other practices; and alignment with the best interests of the Company and our shareholders. We also weigh the potential benefit of implementing the proposals against the significant resources that would be required to collectively address all shareholder proposals received: for example, the proposals included in our last three Proxy Statements together request that the Company: •Develop (or commission a third party to prepare) more than 10 distinct reports, assessments or other new, granular disclosures, each covering a different topic in a particular manner, even if in our view our existing disclosures are sufficient, or the requested disclosures do not align with our approach on the matter; •Establish two standalone Board-level committees, each addressing a single specific topic, even if in our view the Board provides appropriate oversight of the matter; and •Take steps to adopt multiple, prescriptive amendments to our governing documents, even if in our view the changes would inappropriately interfere with the Board’s discretion, and in certain cases are unlikely to receive the requisite level of shareholder approval despite enhanced outreach efforts. Overall, the shareholder proposal process requires considerable attention from our Board, senior management and subject matter experts across the Company, and we are mindful of the distinct costs – both financial and otherwise – that are required to assess, and would be required to implement, the dozens of proposals we have received over the last three years alone. We provide the name and address of the lead proponent for each 2026 shareholder proposal included in this Proxy Statement, 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. We continue to recognize the importance of engagement and welcome feedback from proponents and other stakeholders that helps inform the Board’s perspective and promotes our focus on long-term shareholder value creation. With these considerations in mind, our Board recommends that you vote AGAINST each of the shareholder proposals presented in this Proxy Statement.
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| 2026 Proxy Statement | 103 |
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| Item 5 | | | | | | Shareholder Proposal – Request for Board of Directors to Adopt Policy for an Independent Chair | | | Our Board recommends that you vote AGAINST this proposal. | |
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National Legal and Policy Center, 107 Park Washington Court, Falls Church, VA 22046, the holder of 101 shares of our common stock, has advised us that it intends to introduce the following resolution at the 2026 Shareholder Meeting: Resolution and Supporting Statement Request for Board of Directors to Adopt Policy for an Independent Chair RESOLVED: Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”) as follows: Selection of the Chair: The Board requires the separation of the offices of the Chair and the CEO. Whenever possible, the Chair shall be an Independent Director. The Board may select a temporary Chair who is not an Independent Director to serve while the Board seeks an Independent Chair. The Chair should not be a former CEO of the company. Selection of the Chair shall be consistent with applicable law and existing contracts. SUPPORTING STATEMENT: The CEO of Wells Fargo is expected to become Board Chair.1 These roles – each with separate, different responsibilities that are critical to the health of a successful corporation – are greatly diminished when held by a singular company official, weakening its governance structure. Expert perspectives substantiate our position: •According to the 2024 Spencer Stuart Board Index survey, 60 percent of S&P 500 companies had separate CEOs and Board Chairs as of 2024, up from 47 percent in 2014. Meanwhile, 39% of companies had an independent chair as of 2024, up from 28% in 2014. 2 •Proxy adviser Institutional Shareholder Services contends that “the chair of the board should ideally be an independent director,” and generally encourages investors to vote for “shareholder proposals requiring that the board chair position be filled by an independent director.”3 •Proxy adviser Glass Lewis wrote in 2024, “it can become difficult for a board to fulfill its role of overseer and policy setter when a CEO/chair controls the agenda and the boardroom discussion. Such control can allow a CEO to have an entrenched position, leading to longer-than-optimal terms, fewer checks on management, less scrutiny of the business operation, and limitations on independent, shareholder-focused goal-setting by the board.”4 •According to the CFA Institute Research and Policy Center, “Combining [Chair and CEO] positions may give undue influence to executive board members and impair the ability and willingness of board members to exercise their independent judgment … Many jurisdictions consider the separation of the chair and CEO positions a best practice because it ensures that the board agenda is set by an independent voice uninfluenced by the CEO.”5 •Search firm Calibre One argues that “governance best practices increasingly recommend separating the roles of CEO from the Chair of the Board, especially in times of leadership transition or strategic inflection ... When one executive holds both titles, it can lead to ambiguity in oversight responsibilities. By contrast, separating the roles introduces a clearer distinction.”6 1.https://www.wsj.com/finance/banking/wells-fargo-to-name-ceo-charlie-scharf-chairman-b04ad2d3 2.https://www.spencerstuart.com/-/media/2024/09/ssbi2024/2024_us_spencer_stuart_board_index.pdf 3.https://www.issgovernance.com/file/policy/active/americas/US-Voting-Guidelines.pdf 4.https://resources.glasslewis.com/hubfs/2024%20Guidelines/2024%20US%20Benchmark%20Policy%20Guidelines.pdf 5.https://rpc.cfainstitute.org/-/media/documents/article/position-paper/corporate-governance-of-listed-companies-3rd-edition.pdf 6.https://www.calibreone.com/a-thoughtful-look-at-ceo-chair-separation-what-boards-should-consider-in-2025/
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| 104 | Wells Fargo & Company |
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Request for Board of Directors to Adopt Policy for an Independent Chair Our Board recommends a vote AGAINST this proposal, identified as Item 5 on the proxy card. •The Board believes in the importance of promoting independent Board leadership. Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose key responsibilities are described in our Corporate Governance Guidelines. The Lead Independent Director, among other things, partners with our Board Chair to approve Board agendas and schedules and the types and forms of information provided to the Board; presides at regularly scheduled and ad-hoc executive sessions without management present; and participates in the performance evaluation of our CEO. •In addition to our Lead Independent Director, all director nominees except for our CEO, and all members of our standing committees, are independent. Furthermore, through its governance practices, the Board continues to maintain appropriate independent oversight that holds senior management accountable for maintaining a culture designed to effectively manage risk and execute on our strategic pillars. •We believe that it is important for the Board to maintain flexibility to determine the leadership structure that would most appropriately serve the Company and our shareholders at any given time, while firmly supporting the role of an independent director in a Board leadership position. Based on ongoing discussions and review, the Board combined the roles of Chair and CEO, and the Board’s independent directors appointed a Lead Independent Director, effective October 2025. This review included benchmarking of the Lead Independent Director role, which is a widely adopted Board governance feature that brings us in line with peers, including all other U.S. G-SIBs. Going forward, the GNC periodically evaluates the Board’s leadership structure and annually recommends Board leadership appointments. •We have proactively engaged with many of our shareholders to understand their views on Board leadership structure, and their feedback has been considered by the Board and has helped inform our response to this shareholder proposal. Strong Lead Independent Director Role Based on the GNC’s recommendation, our Board evaluates its leadership structure and annually selects a Chair and, if the Chair is not independent, the Board’s independent directors annually select a Lead Independent Director. Our Corporate Governance Guidelines describe the Lead Independent Director’s key responsibilities, which the Board reviews on an annual basis. Notably, the Lead Independent Director presides at the Board’s executive sessions without management present, including regularly scheduled executive sessions that are provided for in Board meeting agendas, as well as any ad hoc executive sessions that the Lead Independent Director or any other independent director can call as needed. In addition, the Lead Independent Director is actively involved in the development of Board meeting agendas and information flow between management and the Board. Our Board Leadership Structure section of this Proxy Statement provides detailed information about the Board’s current leadership structure and evaluation process, as well as our Lead Independent Director’s key areas of responsibility. The independent directors of the Board appointed Mr. Black as our Lead Independent Director, effective October 2025, and also appointed him to be a member of the GNC at that time. Mr. Black has extensive Board leadership experience, along with significant experience in senior leadership roles managing strategy and risk at financial institutions, which assists in providing appropriate oversight over management’s execution of its risk and control strategy. The Lead Independent Director role is a widely adopted Board governance feature. Among S&P 500 companies, approximately 60% have a Lead Independent Director, and of those S&P 500 companies that are financials, the prevalence of this role is nearly 70%.1 More specifically, like Wells Fargo, all of the other U.S. G-SIBs have a combined CEO-Chair role with a Lead Independent Director. Effective Board Oversight Board leadership is just one dimension of the Board’s continued focus on effective oversight – that is, having the right processes and practices in place to enable independent oversight of management. An anchor of Board effectiveness is director independence. Today, other than our CEO, all of our director nominees, including the Lead Independent Director, are independent under the Director Independence Standards adopted by our Board, which consist of the NYSE’s “bright line” standards of independence, as well as additional standards, known as categorical standards of independence. 1.Spencer Stuart 2025 U.S. Board Index.
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| 2026 Proxy Statement | 105 |
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In addition, each of our Board’s committees (including those committees not required by rules or regulations) is led by, and composed entirely of, independent directors. Non-management directors meet in regularly scheduled executive sessions without management, which are presided over by our Lead Independent Director. The board of our principal bank subsidiary, Wells Fargo Bank, N.A., is also entirely independent except for our CEO. The Board continues to hold senior management accountable for maintaining a culture designed to effectively manage risk and execute on our strategic pillars, for example by: •Monitoring and evaluating senior management performance, including with respect to implementing our strategic plan and maintaining our risk management framework; •Reinforcing a culture of ethics, compliance, and risk management, and overseeing related policies and programs; •Evaluating information flow to the Board to facilitate the ability of the Board to make well-informed decisions; and •Working with management in setting Board and committee meeting agendas and schedules. Board Discretion to Determine Appropriate Leadership Structure The Board believes it is important to maintain flexibility to determine the leadership structure that most appropriately serves the Company and our shareholders at any given time, while firmly supporting the role of an independent director in a Board leadership position. Since late 2016, when the Board formally separated the roles of Board Chair and CEO, the GNC and the Board have continued to evaluate the Board’s leadership structure at least annually, as part of their focus on Board effectiveness in overseeing management’s risk and control strategy. Our Board has evolved during this period. For example, half of our independent director nominees are new to the Board since April 2020, 100% of our director nominees have risk management experience, our Board committee structure has been streamlined from a high of 10 committees and subcommittees to its current structure of five committees, and the Board continues to assess how best to evolve to most effectively meet the changing profile of the Company. As the Board’s work advanced, the GNC and the Board considered how best to structure the Board’s leadership to reflect the Company’s transformation and the Board’s evolving effectiveness. Based on ongoing discussions and review, and to provide the Board with flexibility to determine the most appropriate Board leadership structure at any given time, the Board amended our By-Laws to remove the requirement that the Board Chair be an independent director in July 2025, and also amended our Corporate Governance Guidelines to require a Lead Independent Director, who is selected annually by the independent directors of the Board, whenever the Chair is not independent. The Board combined the roles of Chair and CEO, and the Board’s independent directors named Mr. Black as Lead Independent Director, effective October 2025. This change reflects the Board’s confidence in Mr. Scharf and desire to achieve future shareholder value creation under his leadership, while maintaining appropriate independent oversight. The Board believes that at this time, having a combined Chair and CEO role, along with a Lead Independent Director, helps balance the need for strong leadership to effectively execute on strategic priorities, while supporting continued independent oversight of management. The Board feels this structure fosters a productive relationship between the Board and management, with strong independent oversight. Going forward, the GNC periodically evaluates the Board’s leadership structure and annually recommends Board leadership appointments, considering the structure that would best serve the interests of the Company and our shareholders at that time. Shareholder Engagement After the Board combined the Chair and CEO roles and its independent directors appointed a Lead Independent Director, we proactively engaged with our broader shareholder base on the topic of Board leadership structure. As described in the Shareholder Engagement section of this Proxy Statement, during our engagements over the past year, shareholders were broadly supportive of the progress that the Board and our Company have made. They also acknowledged that our current Board leadership structure is the prevailing practice among our peers, and noted our Lead Independent Director’s well-defined responsibilities. Certain investors indicated that – as a matter of policy – they were not in favor of our current Board leadership structure, irrespective of the Company’s current priorities and circumstances and the Board’s processes and practices for maintaining effective independent oversight. We also engaged with the proponent, who shared this view. The Board believes that it is best positioned to determine the leadership structure that best serves the Company and our shareholders at any given time. The current leadership structure provides the Company and Board with strong leadership, while providing effective independent oversight as we enter the next phase of our transformation. We therefore believe that the proposal, which would remove this judgment from the Board’s discretion, is not in the best interests of Wells Fargo or our shareholders.
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| Item 5 – Shareholder Proposal – Request for Board of Directors to Adopt Policy for an Independent Chair Our Board recommends that you vote AGAINST this proposal. |
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| 106 | Wells Fargo & Company |
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| Item 6 | | | | | | Shareholder Proposal – Govern by Majority Vote | | | Our Board recommends that you vote AGAINST this proposal. | |
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John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, the holder of 100 shares of our common stock, has advised us that he intends to introduce the following resolution at the 2026 Shareholder Meeting: Resolution and Supporting Statement