DEF 14A of Wells Fargo & Company/MN, Mar 14, 2022

DEF 14A of Wells Fargo & Company/MN

Filed Mar 14, 2022 · FY20210001193125-22-074612

Open on EDGAR

  1. How to Attend the Meeting Online

    | Ownership of Our Common Stock | 48 | | Directors and Executive Officers | 48 | | Director and Executive Officer Stock Ownership Table | 49 | | Principal Shareholders | 50 | | Human Capital Management | 51 | | The Journey: Redefining Our Culture | 51 | | Our Approach to Advancing Diversity, Equity, and Inclusion | 52 | | Performance Management and Incentive Compensation | 56 | | Incentive Compensation Risk Management | 59 | | Our Workforce | 61 | | Employee Support During the COVID-19 Pandemic | 61 | | CEO Pay Ratio and Median Annual Total Compensation | 62 | | Executive Compensation | 63 | | Item 2 — Advisory Resolution to Approve Executive Compensation (Say on Pay) | 63 | | Compensation Discussion and Analysis | 64 | | Compensation Committee Report | 87 | | Executive Compensation Tables | 88 | | 2021 Summary Compensation Table | 88 | | 2021 Grants of Plan-Based Awards | 90 | | Outstanding Equity Awards at Fiscal Year-End 2021 | 92 | | 2021 Option Exercises and Stock Vested | 93 | | 2021 Pension Benefits | 94 | | 2021 Nonqualified Deferred Compensation | 95 | | Potential Post-Employment Payments | 96 | | Equity Compensation Plan Information | 98 | | Item 3 — Approve the Company’s 2022 Long- Term Incentive Plan | 100 | | Description of the 2022 LTIP | 102 | | Certain Federal Income Tax Consequences | 105 |

  2. How to Attend the Meeting Online

    | Voting and Other Meeting Information | 129 | | Appendix A — Wells Fargo & Company 2022 Long-Term Incentive Plan | A-1 |

  3. Employee Expectations

    Employee Expectations

  4. Employee Expectations

    | 2022 Proxy Statement | i |

  5. Employee Expectations

    Focus On Risk And Control Foundation And Resolving Legacy Issues

  6. Employee Expectations

    | • | Our top priority is to strengthen our company by building an appropriate risk and control infrastructure. We continue to enhance our risk management programs, including our operational and compliance risk management as required by the Federal Reserve Board’s February 2, 2018, and the Consumer Financial Protection Bureau’s (CFPB)/Office of the Comptroller of the Currency’s (OOC) April 20, 2018, consent orders. |

  7. Employee Expectations

    | • | We have an integrated operations organization that includes central, business-aligned and function-aligned controls executives |

  8. Employee Expectations

    | • | We continue to make progress on our efforts to resolve legacy regulatory issues |

  9. Employee Expectations

    | ¡ | January 2022 termination of a June 2015 OCC consent order regarding add-on products |

  10. Employee Expectations

    | ¡ | September 2021 expiration of a 2016 CFPB consent order regarding the bank’s retail sales practices |

  11. Employee Expectations

    | ¡ | January 2021 termination of a 2015 OCC consent order related to the Company’s Bank Secrecy Act/Anti-Money Laundering Compliance Program |

  12. Employee Expectations

    | ¡ | In May 2020, the OCC upgraded the Company’s Community Reinvestment Act rating to “Outstanding” |

  13. Employee Expectations

    | • | While we have achieved some milestones, we still have significant work to do, and we remain focused on the remaining risk and control work ahead. |

  14. Employee Expectations

    Four Reportable Operating Segments

  15. Employee Expectations

    | Reportable Operating Segment | | | Wealth and Investment Management | Core target market is U.S. consumers and businesses of all sizes. We are a trusted advisor and provide core banking services including deposits, capital (private and public access to debt and equity), payments, and investments. We have the right businesses at Wells Fargo to achieve our goals. We have the products, services, people, and scale to be a leader in each business. | | Corporate and Investment Banking | | | Commercial Banking | | | Consumer Banking and Lending | |

  16. Employee Expectations

    | ii | Wells Fargo & Company |

  17. Employee Expectations

    | Board Highlights |

  18. Employee Expectations

    The Board remains focused on regular enhancement of its composition, oversight, and governance practices and on Board succession planning to enable the Board to continue to oversee the Company and its business effectively.

  19. Employee Expectations

    | Board Leadership Structure • Independent Chairman of the Board with well-defined authority and responsibilities | Board Composition • Our Board has been significantly refreshed since 2017, with new directors bringing enhanced financial services, regulatory, financial reporting, risk management, business operations, and corporate governance skills and experience | | | | | Board and Committee Leadership Refreshment in 2021: • Steven D. Black elected independent Chairman following retirement of Charles H. Noski • New Finance Committee Chair – Steven D. Black • New Audit Committee Chair – Theodore F. Craver, Jr. • New Governance and Nominating Committee Chair – Wayne M. Hewett |

  20. Employee Expectations

    | | | | | | * Based on completed years of service from date first elected to Board (1) The Board’s current standing committees are: Audit; Corporate Responsibility; Finance; Governance and Nominating; Human Resources; and Risk | |

  21. Employee Expectations

    | |

  22. Employee Expectations

    | Highlights of Qualifications and Experience of our Director Nominees | | | | 93% | 64% | 93% | | are independent | have financial services experience | have risk management experience |

  23. Employee Expectations

    | 2022 Proxy Statement | iii |

  24. Employee Expectations

    | Our Director Nominees |

  25. Employee Expectations

    | Our Board recommends that you vote FOR each of these director nominees for a one-year term |

  26. Employee Expectations

    | | Steven D. Black Independent Chairman Retired Co-CEO, Bregal Investments, Inc.; Former Vice Chairman, JPMorgan Chase & Co. Age: 69 Director Since: 2020 Committees: FC (Chair), HRC Other Public Boards: 1 | • Extensive leadership, strategic planning, and business operations experience with systematically important financial institutions acquired during his 45-year career • Significant risk management, regulatory, and international experience, particularly in the area of wholesale/institutional banking |

  27. Employee Expectations

    | | | Age(1) | Director Since | Committee Memberships | | | | | | Other Public Company Directorship | | Name and Primary Occupation | | | | AC | FC | HRC | CRC | GNC | RC | | | | MARK A. CHANCY Retired Vice Chairman and Co-Chief Operating Officer, SunTrust Banks, Inc. | 57 | 2020 | ∎ | ∎ | | | | ∎ | 1 | | | CELESTE A. CLARK Principal, Abraham Clark Consulting, LLC; retired Senior Vice President (SVP), Global Public Policy and External Relations, and Chief Sustainability Officer, Kellogg Company | 68 | 2018 | | | | ∎ | ∎ | | 3 | | | THEODORE F. CRAVER, JR. Retired Chairman, President, and CEO, Edison International | 70 | 2018 | ∎ | ∎ | | | ∎ | | 1 | | | RICHARD K. DAVIS President and CEO, Make-A-Wish America; retired CEO and President, U.S. Bancorp | 64 | N/A | | | | | | | 2 | | | WAYNE M. HEWETT Senior Advisor, Permira; Chairman, DiversiTech Corporation and Cambrex Corporation | 57 | 2019 | | | ∎ | ∎ | ∎ | ∎ | 2 | | | CECELIA “CECE” G. MORKEN Retired CEO and President, Headspace, Inc. | 64 | N/A | | | | | | | 2 | | | MARIA R. MORRIS Retired Executive Vice President and Head of Global Employee Benefits business, MetLife, Inc. | 59 | 2018 | | | ∎ | | | ∎ | 1 | | | FELICIA F. NORWOOD Executive Vice President and President, Government Business Division, Anthem, Inc. | 62 | N/A | | | | | | | 0 | | | RICHARD B. PAYNE, JR. Retired Vice Chairman, Wholesale Banking, U.S. Bancorp | 74 | 2019 | | | | | | ∎ | 0 | | | JUAN A. PUJADAS Retired Principal, PricewaterhouseCoopers LLP, and former Vice Chairman, Global Advisory Services, PwC Intl. | 60 | 2017 | | ∎ | | | | ∎ | 0 | | | RONALD L. SARGENT Retired Chairman and CEO, Staples, Inc. | 66 | 2017 | ∎ | | ∎ | | ∎ | | 2 | | | CHARLES W. SCHARF CEO & President Wells Fargo & Company | 57 | 2019 | | | | | | | 1 | | | SUZANNE M. VAUTRINOT President, Kilovolt Consulting Inc.; Major General (retired), U.S. Air Force | 62 | 2015 | | | | ∎ | | ∎ | 3 |

  28. Employee Expectations

    | AC Audit Committee | HRC Human Resources Committee | GNC Governance and Nominating Committee | | FC Finance Committee | CRC Corporate Responsibility Committee | RC Risk Committee | | ∎ Chair ∎ Member | Independent New Director Nominee | |

  29. Employee Expectations

    (1) Age as of annual meeting date

  30. Employee Expectations

    | iv | Wells Fargo & Company |

  31. Employee Expectations

    | Shareholder Engagement |

  32. Employee Expectations

    | Since our 2021 annual meeting, we contacted institutional investors representing approximately 47%, and engaged with 44%, of our outstanding shares, and with other stakeholders to provide updates on the Company, discuss governance, executive compensation and other matters, and hear their perspectives. | Total Contacted | Total Engaged | | | 47% | 44% | | | of total outstanding shares | of total outstanding shares |

  33. Employee Expectations

    | 2021 Key Shareholder Topics • Financial performance • Business and strategy • Community engagement • Executive compensation program and disclosures • Board oversight of risk and regulatory matters | • Company performance and progress on regulatory matters • Board composition, including Board diversity • Environmental, Social, and Governance (ESG) disclosures and practices, including the Company’s goal of net-zero greenhouse gas emissions—including financed emissions—by 2050 • Diversity, equity and inclusion (DE&I) goals and metrics |

  34. Employee Expectations

    | Year-Round Shareholder Engagement • Our investor engagement program includes independent director participation to help us better understand the views of our investors on key corporate governance, executive compensation and other topics. • The feedback we receive from our investors and other stakeholders during these meetings helps inform the Company’s and the Board’s decision-making, and we have consistently acted to enhance our governance and other practices and transparency through our disclosures in response to those perspectives. For more information see Our Investor Engagement Program section of this proxy statement. |

  35. Employee Expectations

    | Human Capital Management Highlights |

  36. Employee Expectations

    We recognize that our Company’s achievements are the result of the hard work and dedication of our employees. Our compensation and benefits programs reward our employees while also providing additional support for our front-line employees. For additional information, please refer to the Human Capital Management section of this proxy statement.

  37. Employee Expectations

    | In November 2021, we announced plans to raise U.S. minimum hourly pay levels to a range of $18 to $22 based on role, location, and market conditions. | In 2021, we provided supplemental pay to eligible front-line employees working in customer-facing roles, in recognition of their significant contributions. | Starting in 2020, we have contributed up to $1,000 per year to a Health Savings Account for eligible employees enrolled in a qualifying plan and earning less than $100,000 annually. |

  38. Employee Expectations

    | The Company may contribute up to $800 per eligible employee and covered spouse, or domestic partner, into a Health Savings Account or Health Reimbursement Account, if the employee, or covered individual, completes certain wellness activities. | Since 2018, medical premiums have been lowered 23% on average for employees earning less than $45,000 annually. | | In 2021, we added a new employer contribution to the Company’s 401(k) Plan for eligible employees whose annual compensation, as determined under the 401(k) Plan, is less than $75,000. This contribution is equal to the greater of 1% of certified compensation or $300. Additionally, the 401(k) Plan’s discretionary profit-sharing contribution was redesigned to be a discretionary contribution for eligible employees whose annual compensation, as determined under the 401(k) Plan, is less than $150,000. This contribution, when awarded, is equal to the greater of up to 4% of certified compensation or $300. These contributions are in addition to the 401(k) Plan’s matching contribution of up to 6% of certified compensation for eligible employees. | |

  39. Employee Expectations

    | 2022 Proxy Statement | v |

  40. Employee Expectations

    | 2021 Executive Compensation Program Overview |

  41. Employee Expectations

    2021 Executive Compensation Program and Disclosure Incorporate Shareholder Feedback Following our 2021 annual meeting and the low Say on Pay vote, we conducted extensive engagement with our shareholders to gain feedback about our executive compensation program. In response to this feedback, our Human Resources Committee (HRC) approved several structural changes to our executive compensation program and enhanced the disclosure of the program.

  42. Employee Expectations

    | WHAT WE HEARD FROM SHAREHOLDERS | HOW WE RESPONDED | | • Preference for a relative measure in our long-term plan • Focus on maintaining rigorous performance criteria and preference to maintain Total Shareholder Return (TSR) in the Performance Share structure • Preference for a higher proportion of performance-based long-term equity in CEO pay mix • Preference for more disclosure about the: ¡ factors the HRC uses in the pay-for-performance assessment process ¡ goals used to assess individual performance ¡ process to determine the annual incentive award | • To more closely align with our pay-for-performance philosophy, we reintroduced relative Return on Tangible Common Equity (ROTCE) performance in our Performance Share design • We increased the target performance goal required for three-year average absolute ROTCE performance to achieve a target payout or above and increased the rigor of the TSR structure • We shifted our CEO pay mix to 65% in Performance Shares and 35% in Restricted Share Rights • We enhanced our 2022 proxy disclosures regarding: ¡ the HRC’s performance assessment framework ¡ the HRC’s framework for setting metrics, establishing objectives, and assessing performance ¡ the HRC’s process for determining total variable incentive compensation |

  43. Employee Expectations

    | | What We Do | | | | • Incentive compensation is variable and “at-risk” and equity compensation covers multi-year vesting periods • Focus on executive officer risk management and risk outcomes • Overall performance evaluated through a rigorous performance assessment framework • Engage independent compensation consultant | • Strong and independent Board oversight through the Board’s HRC • Clawback and Forfeiture Policy permits recoupment and forfeiture of compensation in appropriate circumstances • Stock Ownership Policy includes minimum ownership requirements • Year-round engagement with shareholders on executive compensation and governance issues | | | What We Do Not Do | | | | • No cash dividends on unearned Restricted Share Rights and Performance Shares • 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 named executives • No additional retirement benefits or additional years of credited service other than investment or interest credits provided under applicable pension plans since July 1, 2009 | • No repricing of stock options without shareholder approval • No hedging of Company securities by directors, executive officers, or other employees under our Code of Ethics and Business Conduct • Limited perquisites for executive officers |

  44. Employee Expectations

    | ENHANCED GOVERNANCE PRACTICES | ENHANCED PERFORMANCE MANAGEMENT AND EXECUTIVE COMPENSATION PROGRAMS | | • Enhanced the financial services, regulatory, financial reporting, risk management, business operations, technology, and corporate governance experience on the Board through the nomination of three new independent directors (Richard K. Davis, CeCelia “CeCe” G. Morken and Felicia F. Norwood) this year, the election of two new independent directors (Steven D. Black and Mark A. Chancy) during 2020, and the election of two new independent directors in 2019 (Wayne M. Hewett and Richard B. Payne, Jr.) • All of the Board’s standing Committees have new Committee Chairs since January 2017 • Became a signatory to the Business Roundtable’s Statement on the Purpose of a Corporation • Adopted an overboarding policy applicable to the Company’s directors which limits the number of boards on which our directors may serve to a total of four public company boards (and for public company CEOs, no more than two public company boards in addition to the company of which he or she serves as CEO), unless the GNC determines that such other board service would not impair the director’s service to the Company • Enhanced existing shareholder right to call a special meeting by reducing required ownership threshold from 25% to 20% of outstanding shares | • Following the 2021 annual meeting, for our executive compensation program, we implemented several program changes and provided additional detail related to the HRC’s performance assessment and variable incentive compensation determination process • Continued to enhance our performance management and executive compensation programs, including: • In 2020, redesigned our Stock Ownership Policy, including to introduce a minimum threshold ownership level for executives • In 2020, adopted a more comprehensive Clawback & Forfeiture Policy applicable to compensation awarded on or after January 1, 2021 • Incorporated the consideration of progress relating to DE&I initiatives into performance goals for our executives that are taken into consideration in connection with year-end compensation decisions |

  45. Steven D. Black

    Steven D. Black Age: 69 Director since: April 2020

  46. Independent Chairman of the Board

    Independent Chairman of the Board Other Current Public Company Directorships: Nasdaq, Inc. Committees: Finance (Chair), Human Resources Qualifications:

  47. Independent Chairman of the Board

    | • | Leadership, Financial Services, Financial Services Risk Management, Management Succession Planning, Regulatory. Mr. Black has extensive leadership, strategic planning, and business operations experience with systematically important financial institutions acquired during his 45-year career in the investment banking and private equity industries, including as a member of JPMorgan Chase & Co.’s operating and executive committees and as Executive Chairman and co-CEO of JPMorgan’s investment bank. Mr. Black brings significant risk management, regulatory, and international experience to our Board, particularly in the area of wholesale/institutional banking. His most-recent experience as co-CEO of Bregal Investments, Inc. and prior leadership roles at JPMorgan and Citigroup Inc. and predecessor companies provide him with extensive experience in risk management, including strategic and international risks, in the financial services industry. |

  48. Independent Chairman of the Board

    | • | Corporate Governance, Global Perspective/International. Mr. Black’s leadership roles with large, international financial services companies and his service as a board member of Nasdaq, Inc. and as a former board member of The Bank of New York Mellon Corporation provide him with international and corporate governance experience in the financial services industry that is relevant to our Company and our Company’s businesses. |

  49. Independent Chairman of the Board

    | • | Mr. Black has a Bachelor of Arts degree in Political Science from Duke University. |

  50. Independent Chairman of the Board

    Experience: Mr. Black was Co-CEO of Bregal Investments, New York, New York (private equity firm) from September 2012 until his retirement in December 2021. He was Vice Chairman of JPMorgan from March 2010 until February 2011, where he was a member of the operating and executive committees. Prior to that position, Mr. Black was Executive Chairman of JPMorgan’s investment bank from October 2009 until March 2010. He served as co-CEO of JPMorgan’s investment bank from 2004 until 2009. Mr. Black was the deputy co-CEO of JPMorgan’s Investment Bank from 2003 until 2004. He also served as head of JPMorgan investment bank’s Global Equities business from 2000 until 2003 following a career at Citigroup and its predecessor firms. Mr. Black was formerly a director of The Bank of New York Mellon Corporation.

  51. Mark A. Chancy

    Mark A. Chancy Age: 57 Director since: August 2020 Other Current Public Company Directorships: EVO Payments, Inc. Committees: Audit, Finance, Risk Qualifications:

  52. Mark A. Chancy

    | • | Financial Services, Financial Services Risk Management, Strategic Planning, and Regulatory. Mr. Chancy brings extensive financial services experience and strategic expertise to our Board from his over 30 years of senior leadership experience in the financial services industry. At SunTrust Banks, Inc., an American bank holding company, he held a broad range of leadership roles spanning consumer and commercial banking, investment banking, and financial management, including as the leader of SunTrust’s consumer and wholesale segments. Mr. Chancy has significant risk management, operational, and regulatory experience relevant to our Company from his tenure in various positions with SunTrust where he was co-chief operating officer and also served as CFO during the financial crisis. |

  53. Mark A. Chancy

    | • | Financial Acumen, Financial Reporting. Mr. Chancy’s service as the CFO and treasurer of SunTrust, CFO of The Robinson-Humphrey Company, Inc., and an audit committee member of EVO Payments, Inc., provides him with extensive financial experience relevant to our Company. |

  54. Mark A. Chancy

    | • | Technology and Consumer, Marketing. Mr. Chancy brings technology and marketing experience relevant to our Company from his service as vice chairman and consumer segment executive of SunTrust, where he was responsible for SunTrust’s marketing and data and analytics functions. |

  55. Mark A. Chancy

    | • | Mr. Chancy has a Bachelor of Business Administration degree in Finance from Southern Methodist University and a Master of Business Administration (MBA) in Finance from Northwestern University. |

  56. Mark A. Chancy

    Mr. Chancy served as vice chairman and consumer segment executive of SunTrust from April 2017 and co-chief operating officer from February 2018 until his retirement in December 2019. As customer segment executive at SunTrust, he led consumer banking, mortgage and consumer lending, private wealth management, deposits and virtual channels, and consumer operations. He was corporate EVP and wholesale banking executive of SunTrust from April 2011 to April 2017, where he led SunTrust’s wholesale segment, which included corporate and investment banking, commercial and business banking, treasury and payment solutions, and commercial real estate banking. Previously, Mr. Chancy served as CFO of SunTrust from August 2004 to April 2011 and was treasurer of SunTrust from July 2001 until August 2004. Prior to joining SunTrust, he was CFO of The Robinson-Humphrey Company, Inc., which was purchased by SunTrust in 2001.

  57. Mark A. Chancy

    | 2022 Proxy Statement | 7 |

  58. Celeste A. Clark

    Celeste A. Clark Age: 68 Director since: January 2018 Other Current Public Company Directorships: Darling Ingredients, Inc.; Prestige Consumer Healthcare Inc.; The Hain Celestial Group, Inc. Committees: Corporate Responsibility (Chair), Governance and Nominating Qualifications:

  59. Celeste A. Clark

    | • | Leadership, Consumer, Global Perspective. As a former member of the global executive management team at Kellogg Company, Dr. Clark has extensive executive management and consumer retail experience having led the development and implementation of health, nutrition, and regulatory science initiatives and worked across 180 global markets to ensure consistency in approach and implementation within regulatory guidelines. |

  60. Celeste A. Clark

    | • | ESG, Community Affairs, Public Policy. Dr. Clark brings insights on social responsibility matters to our Board as a trustee of the W.K. Kellogg Foundation, one of the largest philanthropic foundations in the U.S., a former SVP of Global Public Policy and External Relations and Chief Sustainability Officer at Kellogg, and President of the Kellogg Company corporate citizenship fund and 25-year Employees’ Fund. |

  61. Celeste A. Clark

    | • | Corporate Governance. Dr. Clark contributes important corporate governance, risk management, and strategy insights to our Board, garnered from her experience as the former chair of the governance and nominating committees of AdvancePierre Foods and AAA Michigan (travel, road service, and insurance business) and as a member (currently or formerly) of the governance and nominating committees of three other public companies. |

  62. Celeste A. Clark

    | • | Dr. Clark has a Bachelor of Science degree from Southern University, a Master of Science degree from Iowa State University, and a Ph.D. from Michigan State University, and is an adjunct professor at Michigan State University. |

  63. Celeste A. Clark

    Experience: Dr. Clark has served as a principal of Abraham Clark Consulting, LLC, Battle Creek, Michigan (health and regulatory policy consulting firm) since 2011. She was SVP of Global Public Policy and External Relations from 2010 and Chief Sustainability Officer from 2008 of Kellogg Company, Battle Creek, Michigan (food manufacturing company) until 2011. Dr. Clark was formerly a director of AdvancePierre Foods Holdings, Inc., Mead Johnson Nutrition Company, and Omega Protein Corporation. Theodore F. Craver, Jr. Age: 70 Director since: January 2018 Other Current Public Company Directorships: Duke Energy Corporation Committees: Audit (Chair), Finance, Governance and Nominating Qualifications:

  64. Celeste A. Clark

    | • | Leadership, Regulatory, Risk Management, Information Security, Strategic Planning, Business Operations, Corporate Governance, Management Succession Planning. Mr. Craver has acquired extensive executive management, corporate governance, risk management, and information security experience in highly regulated industries from his service in senior management positions at Edison International (Edison), Rosemead, California (a regulated electric utility holding company) and First Interstate Bancorp (First Interstate), a predecessor company of Wells Fargo. |

  65. Celeste A. Clark

    | • | Financial Acumen, Financial Reporting. Mr. Craver’s service as the CFO and treasurer of Edison, corporate treasurer of First Interstate and CFO of First Interstate’s wholesale banking subsidiary, and audit committee chair of Duke Energy Corporation provides him with extensive financial experience. |

  66. Celeste A. Clark

    | • | Financial Services. Mr. Craver brings relevant industry knowledge and insights to our Board, gained from his 23 years of experience in the banking industry as a former corporate treasurer of First Interstate and a CFO of First Interstate’s wholesale banking subsidiary. |

  67. Celeste A. Clark

    | • | Information Security, Cybersecurity, Technology. Mr. Craver is an Advisory Board member of the Center on Cyber and Technology Innovation and has earned a CERT certificate in Cybersecurity Oversight from the National Association of Corporate Directors. |

  68. Celeste A. Clark

    | • | Mr. Craver has a Bachelor of Arts degree and an MBA from the University of Southern California. |

  69. Celeste A. Clark

    Experience: Mr. Craver served as President of Edison from April 2008 until May 2016 and Chairman and CEO of Edison from August 2008 until his retirement in September 2016. Prior to joining Edison in 1996, Mr. Craver served as EVP and corporate treasurer of First Interstate. He also served as chairman of both the electric utility trade group, Edison Electric Institute (June 2014 to June 2015), and the industry’s technology research arm, the Electric Power Research Institute (April 2011 to April 2012). Mr. Craver was formerly a director of Edison and Health Net, Inc.

  70. Celeste A. Clark

    | 8 | Wells Fargo & Company |

  71. Richard K. Davis

    Richard K. Davis Age: 64

  72. Independent Nominee

    Independent Nominee Other Current Public Company Directorships: Mastercard Incorporated; Dow Inc. Committees: None Qualifications:

  73. Independent Nominee

    | • | Leadership, Financial Services, Management Succession Planning, Regulatory, Global Perspective/International. Mr. Davis brings to the Board extensive payments experience and consumer insight as a retired CEO of a publicly traded financial holding company and former chairman of a banking association and payments company. His experience in highly regulated industries and as a former representative for the Ninth District of the Federal Reserve (where he was President of its Financial Advisory Committee) provide a valuable perspective on engaging and partnering with regulators. He has extensive experience and knowledge of business operations, including international financial services and capital allocation. |

  74. Independent Nominee

    | • | Financial Acumen, Corporate Governance. With both current and prior experience as a director and member of public companies’ audit, finance, and corporate governance committees, Mr. Davis has insight into corporate governance, financial, and strategic matters relevant to the Company and its businesses. Mr. Davis’ prior service as Chairman of the Financial Services Roundtable, Chairman of the Consumer Bankers Association, and Chairman of The Clearing House also evidences his expertise in and understanding of financial services and corporate governance matters. |

  75. Independent Nominee

    | • | Human Capital Management. With his extensive CEO experience and service on a public company’s human resources committee, Mr. Davis brings deep understanding and knowledge of culture development and human capital management. |

  76. Independent Nominee

    | • | Mr. Davis has a Bachelor of Arts degree in economics from California State University Fullerton. |

  77. Independent Nominee

    Experience: Mr. Davis is the President and CEO of Make-A-Wish America (a nonprofit organization), a role he has held since 2019. He is the former Executive Chairman and retired CEO of U.S. Bancorp, parent company of U.S. Bank, one of the largest commercial banks in the United States. Mr. Davis served as Executive Chairman from December 2007 to April 2018, CEO from December 2006 to April 2017, and held various other executive positions at U.S. Bancorp including President and Chief Operating Officer. He was an EVP at Bank of America and Security Pacific Bank prior to joining Star Banc Corporation, which was one of U.S. Bancorp’s legacy companies. During his career, he has served as Chairman of the Financial Services Roundtable, Chairman of the Consumer Bankers Association, Chairman of The Clearing House, and representative for the Ninth District of the Federal Reserve, where he was President of its Financial Advisory Committee. Additionally, Mr. Davis currently serves on the Board of Trustees of Mayo Clinic. He also serves on the Mastercard Incorporated Board of Directors (since June 2018) and as Lead Director and Audit Committee Chair on the Dow Inc. Board of Directors. Mr. Davis served on the Xcel Energy Board of Directors from March 2006 to May 2020, the DowDuPont Inc. Board of Directors from July 2018 to April 2019, the DowDuPont Materials Advisory Committee from September 2017 to April 2019, and The Dow Chemical Company Board of Directors from 2015 to August 2017.

  78. Wayne M. Hewett

    Wayne M. Hewett Age: 57 Director since: January 2019 Other Current Public Company Directorships: The Home Depot, Inc.; United Parcel Service, Inc. Committees: Corporate Responsibility, Governance and Nominating (Chair), Human Resources, Risk Qualifications:

  79. Wayne M. Hewett

    | • | Leadership, Strategic Planning, Management Succession Planning, Global Perspective/International. As a former Chief CEO and/or President of three companies and as a former executive at General Electric Company (1986–2007), Mr. Hewett has extensive executive management experience. Having served as CEO of two companies based in Europe and Asia Pacific and as an executive with oversight of international businesses at General Electric Company, Mr. Hewett brings a global perspective to oversight of the Company’s businesses. |

  80. Wayne M. Hewett

    | • | Business Operations, Risk Management. Mr. Hewett brings insights on business operations and risk management from his senior management experience, including as VP, Supply Chain & Operations at General Electric Company, and his roles leading technologically sophisticated businesses, including at: Klöckner Pentaplast Group; Platform Specialty Products Corporation; Arysta LifeScience Corporation; and General Electric Company, where he was President and CEO, GE Advanced Materials, and President and CEO, GE Silicones. |

  81. Wayne M. Hewett

    | • | Financial Acumen, Corporate Governance. As a current director, and audit committee member, of The Home Depot, Inc. and United Parcel Service, Inc., as well as a former board member of other public company boards, Mr. Hewett has insight into corporate governance, financial, and strategic matters relevant to the Company and its businesses. |

  82. Wayne M. Hewett

    | • | Mr. Hewett has Bachelor of Science and Master of Science degrees in Industrial Engineering from Stanford University. |

  83. Wayne M. Hewett

    Mr. Hewett served as CEO of Klöckner Pentaplast Group, founded in Montabaur, Germany (packaging) from August 2015 to November 2017. He was President from February 2015 and a director from March 2015 of Platform Specialty Products Corporation, West Palm Beach, Florida (specialty chemicals) until August 2015. Mr. Hewett was President and CEO of Arysta LifeScience Corporation, Tokyo, Japan (crop protection and life sciences) from January 2010 until its acquisition by Platform Specialty Products Corporation in February 2015. Since March 2018, he has served as a senior advisor to Permira (private equity). From March 2018 until December 2020, he was Non-Executive Chairman of DiversiTech Corporation (HVAC manufacturer and distributor), formerly a portfolio company of the Permira Funds. Since December 2019, he has been Non-Executive Chairman of Cambrex Corporation (small molecule therapeutics), and since January 2021, a Director of Lytx (telematics), both portfolio companies of the Permira Funds.

  84. Wayne M. Hewett

    | 2022 Proxy Statement | 9 |

  85. CeCelia “CeCe” G. Morken

    CeCelia “CeCe” G. Morken Age: 64

  86. Independent Nominee

    Independent Nominee Other Current Public Company Directorships: Alteryx, Inc.; Genpact Ltd Committees: None Qualifications:

  87. Independent Nominee

    | • | Leadership, Financial Services, Strategic Planning. As the former CEO, president, and chief operating officer of an online services company, and former senior leader of numerous businesses offering banking and accounting services online, Ms. Morken brings to the Board extensive leadership and financial services experience. Her experience leading companies or business divisions in periods of transition, including two companies during the acquisition process, provides strategic operational insights. |

  88. Independent Nominee

    | • | Digital, Technology, Consumer, Marketing. Ms. Morken brings significant digital, technology, consumer and marketing experience to the Board as a result of her 13-year career at Intuit, which included senior leadership positions over the business providing digital banking solutions to banks and credit unions and responsibility for corporate and end-user marketing and strategy development, as well as her former role as CEO of Headspace, which provided digital mental wellness services to more than 70 million users across 190 countries. |

  89. Independent Nominee

    | • | Financial Acumen, Corporate Governance. As a current director and member of two public company audit committees, Ms. Morken has insight into corporate governance, financial, and strategic matters relevant to the Company and its businesses. |

  90. Independent Nominee

    | • | Ms. Morken received her Bachelor of Science degree in Business Administration and Economics from North Dakota State University in 1979. |

  91. Independent Nominee

    Experience: Ms. Morken most recently served as CEO of Headspace, a leading provider of digital mental wellness services, from January 2021 until January 2022, when the company merged with an online mental health platform and she retired. She previously served as Headspace’s President and Chief Operating Officer from April 2020 to January 2021. Prior to that, Ms. Morken held a variety of senior roles at Intuit Inc., a global technology platform, from 2007 to 2020, including as EVP and General Manager of Strategic Partnerships from 2017 to 2020, and EVP and General Manager of the ProConnect Group, Intuit’s accountant division, from 2013 to 2017. Ms. Morken’s experience also includes senior positions at Digital Insight Corporation from 2002 until 2007, when it was acquired by Intuit, and WebTone Technologies, Inc. (now Fidelity National Information Services, Inc.) from 2000 to 2002. Ms. Morken currently serves on the board of directors of Alteryx, Inc. (since 2021) and Genpact Ltd (since 2016).

  92. Maria R. Morris

    Maria R. Morris Age: 59 Director since: January 2018 Other Current Public Company Directorships: S&P Global Inc. Committees: Human Resources, Risk (Chair) Qualifications:

  93. Maria R. Morris

    | • | Leadership, Financial Services, Regulatory, Global Perspective/International. As a result of her 33-year career with MetLife, Inc. (MetLife), including service as the head of the Global Employee Benefits business and interim head of the U.S. Business, with responsibility for MetLife’s U.S. Business and Employee Benefits business in more than 40 countries, including its relationships with multinational companies and distribution relationships with financial institutions, Ms. Morris brings extensive executive management and leadership experience to our Board. |

  94. Maria R. Morris

    | • | Financial Services Risk Management, Global Perspective/International. Ms. Morris’s experience in risk management, retail, and international matters at a large financial institution adds an important perspective to our Board. Her service as chair of the audit committee of S&P Global Inc. provides her with additional financial and risk management experience in the financial services industry. |

  95. Maria R. Morris

    | • | Technology, Business Operations, Consumer, Marketing, Human Capital Management. Ms. Morris’s service as MetLife’s Head of Global Technology and Operations and Chief Marketing Officer provides her with valuable insights into technology, operations, and marketing relevant to our industry and our businesses. Her operations and integration experience, including oversight of the successful integration of MetLife’s acquisition of American Life Insurance Company, provides her with a unique human capital management perspective. |

  96. Maria R. Morris

    | • | Ms. Morris has a Bachelor of Arts degree from Franklin & Marshall College. |

  97. Maria R. Morris

    Ms. Morris served as EVP and head of the Global Employee Benefits business from 2011 and interim head of the U.S. Business from 2016 until July 2017 of MetLife, New York, New York (global provider of life insurance, annuities, employee benefits, and asset management), when she retired. She was Chief Marketing Officer from April 2014 until January 2015 and EVP of Technology and Operations from January 2008 to September 2011.

  98. Maria R. Morris

    | 10 | Wells Fargo & Company |

  99. Felicia F. Norwood

    Felicia F. Norwood Age: 62

  100. Independent Nominee

    Independent Nominee

  101. Other Current Public Company Directorships: None

    Other Current Public Company Directorships: None Committees: None Qualifications:

  102. Other Current Public Company Directorships: None

    | • | Regulatory and Legal, Consumer, Government. Ms. Norwood’s extensive experience in the government and healthcare industries in both the public and private sectors provide the Board with a unique perspective across multiple dimensions, including providers, payers, consumers and regulators. She also brings an understanding of the public and social policy issues facing a large, consumer-focused business. |

  103. Other Current Public Company Directorships: None

    | • | Strategic Planning, Business Operation, Community Affairs, Public Policy. As EVP and President for Anthem, Inc’s Government Business Division, Ms. Norwood is responsible for the strategic direction and operations related to Anthem’s Medicaid, Medicare and Federal Government Solutions businesses. As a result of this experience, combined with her more than 19 years of experience at Aetna, Inc., Ms. Norwood brings to the Board experience with managing businesses in highly regulated industries. As the former senior policy advisor to the Illinois Governor for Health and Human Services, and a former director for the Illinois Department of Healthcare and Family Services, she also brings a well-rounded perspective informed both by industry and government experience. |

  104. Other Current Public Company Directorships: None

    | • | Community Affairs, Public Policy. Ms. Norwood received her Bachelor of Arts degree in Political Science from Valdosta State University in 1981, her Master of Arts degree from the University of Wisconsin in 1982, and her Juris Doctor from Yale Law School in 1989. |

  105. Other Current Public Company Directorships: None

    Experience: Since 2018, Ms. Norwood has served as the EVP and President, Government Business Division, of Anthem, Inc., a health company, where she is responsible for the profit and loss, setting the strategic direction and all operations related to the company’s Medicaid, Medicare and Federal Government Solutions businesses. Before joining Anthem, Ms. Norwood worked as the director of the Illinois Department of Healthcare and Family Services, a government department responsible for providing healthcare, from 2015 to 2018. Ms. Norwood’s career also includes 19 years with Aetna, Inc. from 1994 to 2013, most recently as President, Mid-America Region. She previously served on the board of directors of Hill-Rom Holdings Inc. from 2020 to 2021. Richard B. Payne, Jr. Age: 74 Director since: October 2019

  106. Other Current Public Company Directorships: None

    Other Current Public Company Directorships: None Committees: Risk Qualifications:

  107. Other Current Public Company Directorships: None

    | • | Leadership, Financial Services, Regulatory, Financial Services Risk Management, Business Operations. Mr. Payne brings extensive executive management experience and expertise in risk management in the financial services industry to our Board from his wide-ranging leadership experience during his approximately 40-year career with U.S. Bancorp, Morgan Stanley, and predecessor banks of The PNC Financial Services Group, Inc., Wells Fargo & Company, Bank of America Corporation, and JPMorgan Chase & Co. He has also built this relevant expertise from his service as a past board member of the Securities Industry and Financial Markets Association and past member of the Financial Services Roundtable. As Vice Chairman, Wholesale Banking of U.S. Bancorp, Mr. Payne had responsibility throughout the United States for U.S. Bank’s national corporate banking, commercial banking, capital markets, commercial real estate, financial institutions, equipment finance, global treasury management, government and nonprofit banking, leveraged lending, specialty finance, and high-grade fixed income businesses. His experience as an executive in the financial services industry provides him with an important perspective on wholesale/institutional banking, risk management, community affairs, public policy, and regulatory matters in the financial services industry. |

  108. Other Current Public Company Directorships: None

    | • | Community Affairs, Public Policy. Mr. Payne brings leadership experience in community affairs and public policy matters relevant to our Company to our Board, including through his service as a past board member of each of the Securities Industry and Financial Markets Association, the Financial Services Roundtable, and the U.S. Bank Foundation and U.S. Bancorp’s “Proud to Serve” Veterans network. Prior to beginning his banking career, Mr. Payne served for over two years in the U.S. Navy. |

  109. Other Current Public Company Directorships: None

    | • | Mr. Payne has a Bachelor of Arts degree from the University of Virginia and an MBA from Harvard Business School. |

  110. Other Current Public Company Directorships: None

    Mr. Payne served as vice chairman, Wholesale Banking, of U.S. Bancorp from November 2010 until he retired in April 2016, and as vice chairman, Corporate Banking, at U.S. Bancorp, Minneapolis, Minnesota from July 2006 to November 2010. Prior to joining U.S. Bancorp, he served as EVP for National City Corporation, Cleveland, Ohio, from 2001 to 2006. Prior to joining National City, Mr. Payne was a managing director at First Union Corporation and served in various roles of increasing responsibility in corporate banking at Bank of America predecessor banks. He also served in the corporate finance group of Morgan Stanley and in roles of increasing responsibility at a predecessor bank of JPMorgan.

  111. Other Current Public Company Directorships: None

    | 2022 Proxy Statement | 11 |

  112. Juan A. Pujadas

    Juan A. Pujadas Age: 60 Director since: September 2017

  113. Other Current Public Company Directorships: None

    Other Current Public Company Directorships: None Committees: Finance, Risk Qualifications:

  114. Other Current Public Company Directorships: None

    | • | Leadership, Financial Services, Financial Services Risk Management, Regulatory, Business Operations. Mr. Pujadas brings extensive executive management experience and expertise in risk management and the financial services industry to our Board as a result of his service in a wide range of leadership activities at PricewaterhouseCoopers LLP (PwC) and PricewaterhouseCoopers International Limited (PWCIL), including as vice chair, Global Advisory Services, leader of the U.S. Advisory practice, managing partner for Strategy and leader of the Global Risk Management Solutions practice for the Americas. |

  115. Other Current Public Company Directorships: None

    | • | Information Security, Technology. Mr. Pujadas’s experience as a principal in PwC’s financial services industry practice provides him with an important perspective on risk management, information security, and technology in the financial services industry. |

  116. Other Current Public Company Directorships: None

    | • | Financial Services Risk Management, Global Perspective/International. Mr. Pujadas brings international experience in the financial services industry and insight into financial risk management to our Board as a result of his service as chief risk officer of Santander Investment, the international investment banking arm of Banco Santander from 1995 to 1998 and his service as a member of the executive committee of Santander Investment and the management committee of the commercial banking division of Banco Santander. |

  117. Other Current Public Company Directorships: None

    | • | Technology, Other Capabilities. Mr. Pujadas has a Bachelor of Science in Economics (BSE) degree in Finance and Bachelor of Applied Science (BAS) degree in Applied Science/Technology, with a concentration in Computer Science, from the University of Pennsylvania. |

  118. Other Current Public Company Directorships: None

    Experience: Mr. Pujadas served as vice chairman, Global Advisory Services of PricewaterhouseCoopers International Limited, London, United Kingdom (audit, financial advisory, risk management, tax, and consulting, the PwC global network), from 2008 until his retirement in June 2016. He served as the leader of the U.S. Advisory practice of PwC, the U.S. member firm of PWCIL, from 2003 to 2009.

  119. Ronald L. Sargent

    Ronald L. Sargent Age: 66 Director since: February 2017 Other Current Public Company Directorships: Five Below, Inc.; The Kroger Co. Committees: Audit, Governance and Nominating, Human Resources (Chair) Qualifications:

  120. Ronald L. Sargent

    | • | Leadership, Corporate Governance, Management Succession Planning, Consumer, Marketing. As the former chairman and CEO of Staples, Inc. and as the Lead Director of The Kroger Co., Mr. Sargent brings leadership, executive management, corporate governance, and consumer retail and marketing experience to our Board. |

  121. Ronald L. Sargent

    | • | Marketing, Digital, Business Operations. Mr. Sargent has over 35 years of retail experience and brings significant insight related to the transition toward more online and digital customer experiences. |

  122. Ronald L. Sargent

    | • | Human Capital Management, Global Perspective/International. Mr. Sargent’s experience relating to the management of a large global workforce serving customers globally through a variety of channels is beneficial to our Company in light of our large workforce and diversified business model. |

  123. Ronald L. Sargent

    | • | Financial Acumen, Strategic Planning. Mr. Sargent brings to our Board finance and business strategy experience as a result of his service at Staples and as the former chair of the audit committee of The Kroger Co. |

  124. Ronald L. Sargent

    | • | Consumer. As a current member of Kroger’s public responsibilities committee, he also adds a perspective on public and social policy issues facing a large consumer retail business. |

  125. Ronald L. Sargent

    | • | Mr. Sargent has a Bachelor of Arts degree from Harvard College and an MBA from Harvard Business School. |

  126. Ronald L. Sargent

    Experience: Mr. Sargent served as Chairman from March 2005 until January 2017 and Chief Executive Officer from February 2002 until June 2016 of Staples, Inc., Framingham, Massachusetts (business products retailer), when he retired. Mr. Sargent was formerly a director of Staples, Inc.

  127. Ronald L. Sargent

    | 12 | Wells Fargo & Company |

  128. Charles W. Scharf

    Charles W. Scharf Age: 57 Director since: October 2019 Other Current Public Company Directorships: Microsoft Corporation Qualifications:

  129. Charles W. Scharf

    | • | Leadership, Financial Services, Corporate Governance, Management Succession Planning, Regulatory, Global Perspective/International. Mr. Scharf has served in a variety of leadership positions during his approximately 33-year career in roles in the banking and payments industries. He brings extensive financial services experience to our Board and has an important perspective regarding the regulatory environment for financial services companies and our Company. |

  130. Charles W. Scharf

    | • | Business Operations, Strategic Planning, Technology, Digital. Mr. Scharf brings experience in business operations, strategic planning, and technological transformation in the financial services industry from his tenure as CEO of Visa Inc. where he transformed the firm into a technology-driven digital commerce company by partnering with the world’s leading technology companies to drive new payment experiences and introduce new technologies to improve payment system security. His experience as a CEO and leader of business units at JPMorgan Chase & Co. and a predecessor bank provide him a perspective on operations and strategic planning relevant to our Company’s businesses. |

  131. Charles W. Scharf

    | • | Risk Management, Financial Acumen, Financial Reporting. Mr. Scharf’s experience as CEO and in other senior leadership positions provides him with extensive risk management experience in the financial services industry. He gained financial reporting and CFO experience relevant to our Company through his service as the CFO of a JPMorgan predecessor bank and a Citigroup Inc. predecessor bank. |

  132. Charles W. Scharf

    | • | Mr. Scharf has a Bachelor of Arts degree from Johns Hopkins University and an MBA from New York University. |

  133. Charles W. Scharf

    Experience: Mr. Scharf has served as our Company’s President and CEO, and as a director, since October 2019. He served as CEO of The Bank of New York Mellon Corporation (American investment banking services holding company), New York, New York, from July 2017, and as chairman from January 2018, to September 2019. Mr. Scharf was the CEO and a director of Visa Inc., San Francisco, California, from November 2012 to December 2016. Prior to joining Visa, he served in several senior positions at JPMorgan and Citigroup and their predecessors. Mr. Scharf was formerly a director of The Bank of New York Mellon Corporation and Visa.

  134. Suzanne M. Vautrinot

    Suzanne M. Vautrinot Age: 62 Director since: February 2015 Other Current Public Company Directorships: CSX Corporation; Ecolab Inc.; Parsons Corporation Committees: Corporate Responsibility, Risk Qualifications:

  135. Suzanne M. Vautrinot

    | • | Leadership, Cybersecurity, Risk Management, Government, Business Operations. As a result of more than 30 years of service in various leadership and command roles in the United States Air Force, Ms. Vautrinot brings extensive space and cyber technology and operations expertise to our Board at a time when protecting financial institutions and the financial system from cyber threats is a top priority. |

  136. Suzanne M. Vautrinot

    | • | Global Perspective/International, Cybersecurity, Technology, Strategic Planning. In addition to her vast cyber expertise, Ms. Vautrinot has led large, complex, and global organizations, which brings operational, strategic, and innovative technology skills to our Board. She retired as a Major General and Commander, 24th Air Force, where she oversaw a multibillion-dollar cyber enterprise responsible for operating, maintaining, and defending the Air Force portion of the Department of Defense global network. |

  137. Suzanne M. Vautrinot

    | • | Human Capital Management, Public Policy. As Commander, 24th Air Force, she led a workforce unit of approximately 14,000 military, civilian, and contractor personnel, which along with her other leadership roles and assignments in the U.S. Air Force, provides her with significant planning and policy, strategic security, and workforce development expertise. |

  138. Suzanne M. Vautrinot

    | • | Technology and Other Capabilities. Ms. Vautrinot has a Bachelor of Science degree from the United States Air Force Academy, a Master of Science degree in systems management from the University of Southern California, and was a National Security Fellow at the John F. Kennedy School of Government at Harvard University. Ms. Vautrinot was elected a member of the National Academy of Engineering in 2017. |

  139. Suzanne M. Vautrinot

    Experience: Ms. Vautrinot has served as President of Kilovolt Consulting Inc., Colorado Springs, Colorado (a cybersecurity strategy and technology consulting firm) since October 2013. Ms. Vautrinot retired from the U.S. Air Force in October 2013 after 31 years of service. During her distinguished career with the U.S. Air Force, she served in a number of leadership positions including as Major General and Commander, 24th Air Force, Air Forces Cyber and Air Force Network Operations from April 2011 to October 2013, Special Assistant to the Vice Chief of Staff of the U.S. Air Force in Washington, D.C. from December 2010 to April 2011, Director of Plans and Policy, U.S. Cyber Command from May 2010 to December 2010 and Deputy Commander, Network Warfare, U.S. Strategic Command from June 2008 to December 2010, and Commander, Air Force Recruiting Service from July 2006 to June 2008. She has been awarded numerous medals and commendations, including the Defense Superior Service Medal and Distinguished Service Medal. Ms. Vautrinot was formerly a director of NortonLifeLock Inc. (formerly Symantec Corporation).

  140. Suzanne M. Vautrinot

    | 2022 Proxy Statement | 13 |

  141. Suzanne M. Vautrinot

    Director Independence Our Corporate Governance Guidelines provide that a significant majority of the directors on our Board, and all members of the Audit Committee, GNC, HRC, and Risk Committee must be independent under applicable independence standards. Each year, our Board affirmatively determines the independence of each director and each nominee for election as a director. Under New York Stock Exchange (NYSE) rules, in order for a director to be considered independent, our Board must determine that the director has no material relationship with our Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with our Company). To assist our Board in making its independence determinations, our Board adopted the Director Independence Standards appended to our Corporate Governance Guidelines. These Director Independence Standards consist of the NYSE’s “bright line” standards of independence as well as additional standards, known as categorical standards of independence, adopted by our Board. The Director Independence Standards are available on our website at: https://www.wellsfargo.com/about/corporate/governance. Based on the Director Independence Standards, our Board considered information in early 2022 regarding banking and financial services, commercial, charitable, familial, and other relationships between each director and director nominee, his or her respective immediate family members, and/or certain entities affiliated with such directors, director nominees, and immediate family members, on the one hand, and our Company, on the other, to determine the director’s or director nominee’s independence. After reviewing the information presented to it and considering the recommendation of the GNC, our Board determined that, except for Charles W. Scharf, who is a Wells Fargo employee, all other current directors and director nominees are independent under the Director Independence Standards. The Board previously determined that Donald M. James and Charles H. Noski were each independent directors prior to their retirement from our Board in April 2021 and September 2021, respectively. In connection with making its independence determinations, our Board considered the following relationships, as well as the relationships with a director described under the Related Person Transactions section of this proxy statement, under the Director Independence Standards and determined that all of these relationships satisfied the NYSE “bright line” standards of independence and were immaterial under our Board’s categorical standards of independence:

  142. Suzanne M. Vautrinot

    | Banking and Financial Services Relationships | Our Company’s banking and other subsidiaries had ordinary course banking and financial services relationships in 2021 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. | | Business Relationships | The spouse of a sibling of Wayne M. Hewett is affiliated with an entity which has ordinary course business relationships with the Company. The aggregate amount of payments made by our Company to this entity did not exceed 1% of that entity’s or our Company’s 2021 consolidated gross revenues. | | Other Relationships | Theodore F. Craver, Jr. has an outstanding pension balance with an aggregate actuarial present value of approximately $539,038 earned from his prior employment with First Interstate Bancorp, which employment ended when First Interstate was acquired by legacy 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 Mr. Black who is not an “immediate family member” for purposes of the Securities and Exchange Commission’s (SEC) related person transaction rules. |

  143. Suzanne M. Vautrinot

    | 14 | Wells Fargo & Company |

  144. Suzanne M. Vautrinot

    Board Composition, Qualifications, and Experience The Board’s current composition is the result of a thoughtful process informed by the Board’s own evaluation of its composition and effectiveness and feedback received from shareholders and other stakeholders. As part of Board succession planning, the Board seeks to add new directors that complement the overall skills and capabilities of the Board. The Board has nominated 14 director nominees for election at the 2022 annual meeting and set the size of the Board at 14 directors. As part of Board succession planning, the size of the Board may fluctuate over time.

  145. Other Special Purpose Board Committees

    | • | Reviews director compensation and recommends any changes for approval by our Board; and |

  146. Other Special Purpose Board Committees

    | • | Has the sole authority to retain or obtain the advice of and terminate any compensation consultant, independent legal counsel or other advisor to the HRC, and evaluates the independence of its advisors in accordance with NYSE rules. |

  147. 2021 Equity Compensation

    2021 Equity Compensation For 2021, each non-employee director elected to our Board at our Company’s annual meeting of shareholders received on that date an award of Company common stock having a value of $180,000. Any non-employee director who joined our Board as of any other date received, as of such other date, an award of Company common stock having a value of $180,000 prorated to reflect the number of months (rounded up to the next whole month) until the next annual meeting of shareholders. The dollar value of each stock award was converted to a number of shares of Company common stock using the closing price on the grant date, rounded up to the nearest whole share.

  148. GNC Use of Compensation Consultant

    GNC Use of Compensation Consultant The GNC is authorized to retain and obtain advice of legal, accounting, or other advisors at our expense without prior permission of management or our Board. The GNC retained Meridian Compensation Partners (Meridian), a nationally recognized compensation consulting firm, to provide independent advice on non-employee director compensation matters for 2021. Meridian compiles compensation data for the financial services companies the GNC considers our Labor Market Peer Group (which is the same peer group used to evaluate our Company’s executive compensation program) from time to time, and reviews with the GNC our Company’s non-employee director compensation program generally and in comparison to those of our Labor Market Peer Group. Meridian also advises the GNC on the reasonableness of our non-employee director compensation levels compared to our Labor Market Peer Group.

  149. New Director Compensation Limit

    New Director Compensation Limit Subject to shareholder approval of Item 3 (Approve the Company’s 2022 Long-Term Incentive Plan), our equity incentive plan will now contain an upper limit of the total compensation that a non-employee director may receive annually. Under the proposed 2022 LTIP, the total annual compensation paid to any non-employee director, inclusive of cash compensation and amounts awarded under the 2022 LTIP, shall not exceed $750,000, except that in the case of the Chairman of the Board or any Independent Lead Director, such limit is instead $1,500,000. All planned changes to our director compensation program, as described above, are within these limits.

  150. New Director Compensation Limit

    | 2022 Proxy Statement | 43 |

  151. New Director Compensation Limit

    Director Compensation The table below provides information on 2021 compensation for our non-employee directors. Mr. Scharf is an employee director and does not receive separate compensation for his Board service. Our Company reimburses directors for expenses incurred in their Board service, including the cost of attending Board and Committee meetings. Additional information on our director compensation program precedes the table. 2021 Director Compensation Table

  152. New Director Compensation Limit

    | Name(1) (a) | Fees Earned or Paid in Cash ($)(2)(3)(b) | Stock Awards ($)(4)(c) | Option Awards ($)(5)(d) | Non-Equity Incentive Plan Compensation ($)e | Change in Pension Value and Nonqualified Deferred Compensation Earnings (f) | All Other Compensation ($)(g) | Total ($)(h) | | Steven D. Black | 248,856 | 180,044 | — | — | — | — | 428,900 | | Mark A. Chancy | 177,000 | 180,044 | — | — | — | — | 357,044 | | Celeste A. Clark | 162,000 | 180,044 | — | — | — | — | 342,044 | | Theodore F. Craver, Jr. | 198,167 | 180,044 | — | — | — | — | 378,211 | | Wayne M. Hewett | 174,879 | 180,044 | — | — | — | — | 354,923 | | Donald M. James | 66,222 | — | — | — | — | — | 66,222 | | Maria R. Morris | 260,000 | 180,044 | — | — | — | — | 440,044 | | Charles H. Noski | 263,460 | 180,044 | — | — | — | — | 443,504 | | Richard B. Payne, Jr. | 169,167 | 180,044 | — | — | — | — | 349,211 | | Juan A. Pujadas | 203,000 | 180,044 | — | — | — | — | 383,044 | | Ronald L. Sargent | 194,000 | 180,044 | — | — | — | — | 374,044 | | Suzanne M. Vautrinot | 157,000 | 180,044 | — | — | — | — | 337,044 |

  153. New Director Compensation Limit

    | Mr. James retired as a director effective April 27, 2021, the date of our 2021 annual meeting. Mr. Noski retired as a director on September 30, 2021.(1) |

  154. New Director Compensation Limit

    | Includes fees earned, whether paid in cash or deferred, for service on our Company’s Board in 2021 (including any such amounts paid in 2022) as described under the 2021 Cash Compensation section of this proxy statement. Also includes fees paid to non-employee directors who serve on the board of directors of WFBNA or are members of one or more special purpose committees. Messrs. Chancy, Craver, Payne, and Pujadas and Ms. Morris, as current directors of WFBNA, each received an annual cash retainer of $10,000, payable quarterly in arrears, and a fee of $2,000 for any separate meeting of the WFBNA Board not held concurrently with a Company Board or Committee meeting. Ms. Morris, as the current chair of the WFBNA Regulatory Compliance Oversight Committee, received an annual fee of $25,000. In 2021, all except one WFBNA Board meeting was held concurrently with a Company Board meeting.(2) |

  155. New Director Compensation Limit

    | 44 | Wells Fargo & Company |

  156. New Director Compensation Limit

    | Includes fees earned in 2021 but deferred at the election of the director. The following table shows the number of stock units credited on a quarterly basis to our non-employee directors under our deferral program for deferrals of 2021 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:(3) |

  157. New Director Compensation Limit

    | Name | Stock Units (#) | Grant Date Fair Value ($) | | Steven D. Black | 775.9273 | $30,750 | | | 775.0372 | $35,194 | | | 1,864.3405 | $87,661 | | | 1,985.2022 | $95,250 | | Mark A. Chancy | 1,040.8781 | $41,250 | | | 952.4334 | $43,250 | | | 1,175.0319 | $55,250 | | | 776.3651 | $37,250 | | Celeste A. Clark | 157.7088 | $6,250 | | | 137.6349 | $6,250 | | | 132.9222 | $6,250 | | | 130.2626 | $6,250 | | Wayne M. Hewett | 922.5965 | $36,563 | | | 640.0022 | $29,063 | | | 675.9734 | $31,784 | | | 703.4181 | $33,750 | | Charles H. Noski | 1,226.9745 | $48,625 | | | 1,092.8210 | $49,625 | | | 712.0340 | $33,480 | | | 0.0000 | $ — | | Ronald L. Sargent | 1,286.9039 | $51,000 | | | 1,035.0143 | $47,000 | | | 1,127.1799 | $53,000 | | | 896.2068 | $43,000 |

  158. New Director Compensation Limit

    | We granted 3,993 shares of our common stock to each non-employee director elected at the 2021 annual meeting on April 27, 2021. The grant date fair value of each award is based on the number of shares granted and the NYSE closing price of our common stock on April 27, 2021. As of December 31, 2021, none of our non-employee directors held any unvested stock awards.(4) |

  159. New Director Compensation Limit

    | None of our non-employee directors held outstanding options with respect to our common stock on December 31, 2021.(5) |

  160. New Director Compensation Limit

    | 2022 Proxy Statement | 45 |

  161. New Director Compensation Limit

    Information About Related Persons

  162. New Director Compensation Limit

    | Related Person Transactions |

  163. New Director Compensation Limit

    Lending and Other Ordinary Course Financial Services Transactions During 2021, some of our executive officers, directors (including certain of our HRC members) and director nominees, each of the persons we know of that beneficially owned more than 5% of our common stock on December 31, 2021 (BlackRock, Inc. and The Vanguard Group), and some of their respective immediate family members and/or affiliated entities had loans, other extensions of credit and/or other banking or financial services transactions with our banking and other subsidiaries in the ordinary course of business, including deposit and treasury management services, brokerage, investment advisory, capital markets, sales and trading, and investment banking transactions. All of these lending, banking, and financial services transactions were on substantially the same terms, including interest rates, collateral, and repayment (as applicable), as those available at the time for comparable transactions with persons not related to our Company, and did not involve more than the normal risk of collectability or present other unfavorable features. In the ordinary course of business, we also sell or purchase other products and services, including the purchase of investment management technology products and advisory services from BlackRock and its affiliates. We and our customers also may invest in mutual funds, exchange-traded funds, and other products affiliated with BlackRock and Vanguard, and we and such firms may receive fees in connection with those investments, in the ordinary course of business. All of these transactions were entered into on an arms’-length basis and under customary terms and conditions. Family and Other Relationships Since 1986, our Company has employed Mary T. Mack’s sister, Susan T. Hunnicutt, who is currently a Commercial Banking relationship manager. In 2021, Ms. Hunnicutt received compensation of approximately $227,000. Since 2017, the Company has employed Steven D. Black’s sister-in-law, Laine Murdock, who is currently an employee in our Marketing group in Consumer & Small Business Banking. In 2021, Ms. Murdock received compensation of approximately $130,000. We established the compensation paid to each of these employees in 2021 in accordance with our employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. In addition to this compensation, each of these employees also received employee benefits generally available to all of our employees. Each of these employees is in a non-strategic business line or enterprise function role, is not an executive officer of our Company, and does not directly report to an executive officer of our Company. For information about an outstanding pension plan balance between Mr. Craver and a legacy predecessor company, please refer to the Director Independence section of this proxy statement. In 2010, our Board, based on the recommendation of the GNC, agreed as a matter of policy to strongly discourage our Company’s hiring of any immediate family members of current directors.

  164. New Director Compensation Limit

    | 46 | Wells Fargo & Company |

  165. New Director Compensation Limit

    Information About Related Persons

  166. New Director Compensation Limit

    | Related Person Transaction Policy and Procedures |

  167. New Director Compensation Limit

    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. “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, and 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. 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:

  168. New Director Compensation Limit

    | • | The amount involved will, or may be expected to, exceed $120,000 in any fiscal year; |

  169. New Director Compensation Limit

    | • | Our Company is, or will be, a participant; and |

  170. New Director Compensation Limit

    | • | A related person or an entity affiliated with a related person has, or will have, a direct or indirect interest. |

  171. New Director Compensation Limit

    We refer to these transactions, arrangements, or relationships in the Related Person Transaction Policy as “Interested Transactions.” 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 amount involved will exceed $120,000, including the following transactions:

  172. New Director Compensation Limit

    | • | 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; |

  173. New Director Compensation Limit

    | • | Employment of a “named executive officer” 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 a “named executive officer” and the HRC approved (or recommended that our Board approve) such compensation; |

  174. New Director Compensation Limit

    | • | Compensation paid to one of our directors if the compensation is reported pursuant to SEC rules in our proxy statement; |

  175. New Director Compensation Limit

    | • | 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); |

  176. New Director Compensation Limit

    | • | Transactions with another entity at which a related person’s only relationship with that entity is as an employee (other than an executive officer), if such transactions are in the ordinary course of business, non-preferential, and the amount involved does not exceed the greater of $1 million or 2% of such other entity’s consolidated gross revenues; |

  177. New Director Compensation Limit

    | • | Charitable contributions by our Company or a Company-sponsored charitable foundation to tax-exempt organizations at which a related person’s only relationship is as an employee (other than an executive officer) or a director or trustee (other than chairman of the board or board of trustees), if the amount involved (excluding Company matching funds) does not exceed the greater of $1 million or 2% of such organization’s consolidated gross revenues; and |

  178. New Director Compensation Limit

    | • | Transactions with holders of more than 5% of our common stock and/or such holders’ immediate family members or affiliated entities, if such transactions are in the ordinary course of business of each of the parties, unless such shareholder is one of our executive officers, directors or director nominees, or an immediate family member of one of them. |

  179. New Director Compensation Limit

    The GNC approves or disapproves those Interested Transactions. Under the Related Person Transaction Policy, if reasonable prior review of an Interested Transaction is not feasible, then the GNC will consider the Interested Transaction for approval via ratification at a future committee meeting. When determining whether to approve an Interested Transaction, the GNC will consider all relevant material facts, such as whether the Interested Transaction is in the best interests of our Company, whether the Interested Transaction is on non-preferential terms, and the extent of the related person’s interest in the Interested Transaction. No director is allowed to participate in the review and approval of an Interested Transaction if that director, his or her immediate family members, or their affiliated entities are involved. The GNC annually reviews all ongoing Interested Transactions.

  180. New Director Compensation Limit

    | 2022 Proxy Statement | 47 |

  181. New Director Compensation Limit

    | Directors and Executive Officers |

  182. New Director Compensation Limit

    Stock Ownership Requirements and Other Policies

  183. No Pledging Policy

    | Total does not include the following RSRs and/or target number of Performance Shares (including dividend equivalents credited on that target number as of February 23, 2022) granted under the Company’s Long-Term Incentive Compensation Plan that were not vested as of February 23, 2022, or scheduled pursuant to the applicable award agreements to vest within 60 days of February 23, 2022. The following includes Performance Shares granted in 2019. Upon vesting, each RSR and Performance Share will convert to one share of common stock. Performance Share amounts are subject to increase or decrease depending upon the Company’s satisfaction of performance criteria and other conditions.(7) |

  184. No Pledging Policy

    | Name | RSRs | Performance Shares | | Charles W. Scharf | 617,886 | 767,327 | | Michael P. Santomassimo | 299,744 | 194,617 | | Scott E. Powell | 186,147 | 152,820 | | Jonathan G. Weiss | 149,020 | 289,271 | | Ather Williams III | 179,981 | 101,930 | | All executive officers as a group | 3,001,008 | 2,655,425 |

  185. Key Performance Elements That Inform Compensation Outcomes

    | Additional Oversight Performance goals for employees and management whose roles involve promotional or sales activity are designed to discourage excessive or inappropriate risk-taking, and are subject to additional oversight to validate all objectives for sales activity populations meet defined requirements. These performance goals are intended to drive the right behaviors and serve our customers’ needs through the following requirements: |

  186. Consideration of Risk in Performance Evaluations and Compensation Decisions for Performance Year 2021

    | Employees Generally | For every employee, risk accountability is assessed as part of his or her performance goals, through a Risk Overlay rating. The Misconduct Accountability Program generally requires performance management and incentive compensation impacts for each employee who has engaged in certain types of misconduct and requires that the employee’s manager document corrective actions in the employee’s performance review. | | Covered Employees in Management | An enhanced risk assessment process applies to leaders designated as “Covered Employees in Management,” which include the CEO, members of the Operating Committee, individual leaders who run the Company’s major lines of business, and certain other senior leaders whose responsibilities and actions may expose the Company to material risk or who have roles that are subject to specific regulatory requirements. For certain Covered Employees in Management who are not members of the Operating Committee, a risk assessment is completed by Independent Risk Management and Internal Audit and shared with the managers of the employees to inform year-end performance rating and pay recommendations. Among the risk and audit factors considered are risk leadership and collaboration; regulatory remediation; issue management; and risk failures and events. Audit input is also considered and takes into account whether the employee has demonstrated effective and proactive management of audit issues, including self-identification, with consideration given to severity level, timeliness of corrective actions, and reopen rates for the issue. For certain Covered Employees in Management, the manager’s risk assessment, along with the Independent Risk Management and Audit assessments, is then reviewed and challenged at both the business group and enterprise levels by the relevant Incentive Compensation and Performance Management committees. The CEO may also review and challenge the ratings and compensation recommendations. |

  187. Consideration of Risk in Performance Evaluations and Compensation Decisions for Performance Year 2021

    | CEO and Operating Committee Members | For the CEO, the performance review against all of his goals, including risk and DE&I, is conducted by the HRC. For members of the Operating Committee (except the CRO and Chief Auditor), the CEO’s review of their performance is informed by a risk review conducted by the CRO, with input from leaders within Independent Risk Management, and feedback from Internal Audit. For the CRO and Chief Auditor, the risk review is conducted by the chairs of the Risk Committee and Audit Committee, respectively. The HRC oversees and approves the variable incentive compensation for the CEO and Operating Committee based upon their performance evaluations. The Risk Committee and Audit Committee, respectively, approve annual incentives for the CRO and Chief Audit Officer. | | Human Resources Committee Oversight | As part of the performance review process for certain Covered Employees in Management, the HRC reviews and considers the input from Group IPCs and the IPC and discusses perspectives from the CEO, CRO, and head of Human Resources. The risk outcomes are critical inputs into the HRC’s compensation decisions for the Operating Committee and those additional Covered Employees in Management who have responsibility for a significant line of business or critical enterprise-wide functional activities. These reviews by the HRC may result in compensation adjustments, including the elimination or reduction of an annual or outstanding long-term award. Additionally, the HRC has oversight of the risk evaluation process and any related compensation impacts for certain Covered Employees in Management, including approval of the vesting of prior-year long-term incentive awards that have risk-balancing features. These include such features as forfeiture provisions that allow the HRC to reduce or forfeit outstanding awards based on risk management failures, as discussed in more detail under Clawback and Forfeiture Policy in the Compensation Discussion and Analysis in this proxy statement. |

  188. CEO Pay Ratio

    CEO Pay Ratio For 2021, the annualized total compensation of Mr. Scharf, our CEO, was $21,350,906, as reported in the Summary Compensation Table. The estimated annual total compensation of the median Wells Fargo employee (other than our CEO) was $73,578. As such, our CEO’s total annual compensation was approximately 290 times that of the estimated annual total compensation of the median Wells Fargo employee in 2021.

  189. CEO Pay Ratio

    | CEO annualized total compensation | $21,350,906 | | Median Employee estimated annual total compensation | $73,578 | | Ratio of CEO annualized total compensation to Median Employee estimated annual total compensation | 290:1 |

  190. Snapshot of 2021 Performance

    | | 2021 Pay for Performance Outcome | | | | | | | NEO | Base Salary Rate | Cash Bonus | PSAs | RSRs | Total Compensation | Target Total Compensation | | Charles W. Scharf | $2,500,000 | $5,365,854 | $10,812,195 | $5,821,951 | $24,500,000 | $23,000,000 | | Michael P. Santomassimo | $1,750,000 | $1,837,500 | $3,937,500 | $3,937,500 | $11,462,500 | $11,000,000 | | Scott E. Powell | $1,750,000 | $1,968,750 | $3,093,750 | $3,093,750 | $9,906,250 | $9,000,000 | | Jonathan G. Weiss | $1,750,000 | $1,925,000 | $4,125,000 | $4,125,000 | $11,925,000 | $11,000,000 | | Ather Williams III | $1,500,000 | $1,500,000 | $2,000,000 | $2,000,000 | $7,000,000 | $7,000,000 |

  191. Snapshot of 2021 Performance

    | | Element | Vehicle | Objectives and Key Features | | | Base Salary | Cash | • Designed to provide fixed compensation and attract and retain talent • Reviewed each year based on each NEO’s role and responsibilities, the relevant market pay levels for comparable scope, retention objectives, regulatory considerations, and the individual’s performance | | | Annual Cash Bonus | Cash | • Rewards results and differentiates individual performance each year without creating an incentive to take excessive risk • Target cash incentive is determined based on market cash incentive levels for comparable roles and actual payout is determined based on Company, individual, and, as applicable, line-of-business performance • For all NEOs, the annual cash bonus opportunity comprises a smaller percentage of overall variable incentive compensation (~25%) • The annual cash bonus is subject to recovery under the Company’s Clawback and Forfeiture Policy, as discussed on page 84 | | | Long-Term Equity | Performance Share Awards and Restricted Share Rights | • Designed to reward performance over the long-term, create a shared success culture, and deliver sustained shareholder value • Target long-term equity is determined based on market equity levels for comparable roles and actual payout is determined based on Company, individual, and, as applicable, line-of-business performance • Facilitates stock ownership, executive retention, and aligns the long-term interests of executives with shareholders • Performance Shares cliff vest after a three-year performance period and, if earned and vested, are paid in common stock • RSRs are time-vested and, if earned and vested, are paid in common stock • Accrued dividend equivalents are received only if the underlying Performance Share or RSR award is earned and vested • Performance Shares and RSRs are subject to reduction, forfeiture, or recovery under the Company’s Clawback and Forfeiture Policy, as discussed on page 84 | | | Benefit Programs | 401(k) Health and Welfare Benefits | • Creates shared responsibility for retirement though matching contributions • Includes same health insurance, life insurance, and severance plan provided to all Company employees on the same terms |

  192. Snapshot of 2021 Performance

    | Award Level | • Award level determined based on 2021 Company, individual and, as applicable, line-of-business performance. • Represents 65% of long-term equity for CEO and 50% for other NEOs. | | Payout Level | • Payout level is based on achievement of predetermined performance levels, approved by the HRC at the time of grant. | | Performance Metrics | • The number of Performance Shares earned at the end of the performance period is based on the achievement of three-year average Return on Tangible Common Equity (ROTCE)(1). • For January 2022 awards, the HRC reintroduced relative ROTCE performance and approved awards weighted to 75% absolute ROTCE and 25% relative ROTCE. |

  193. Absolute ROTCE Performance

    | • | The HRC established a performance and payout scale for three-year absolute ROTCE performance and increased the target performance goal required to achieve a target payout or above. The payout scale below also includes linear interpolation between defined performance and payout levels. |

  194. Absolute ROTCE Performance

    | Absolute ROTCE | Payout | | <5% | 0% | | 5.0% | 50% | | 10.5% | 100% | | 12.0% | 125% | | ≥13.0% | 150% |

  195. Relative ROTCE Performance

    | • | The HRC reintroduced relative ROTCE as a performance measure and established a performance and payout scale for three-year performance. The payout scale below also includes linear interpolation between defined performance and payout levels. |

  196. Relative ROTCE Performance

    | Relative ROTCE | Payout | | <25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | ≥75th percentile | 150% |

  197. Relative ROTCE Performance

    | Additional Performance Conditions | • To incentivize NEOs to drive sustained shareholder value, the HRC put in place a revised TSR(2) performance condition, which adjusts the ultimate payout by 20% (positively or negatively) if relative TSR results are in the top quartile or bottom quartile, respectively. Regardless of relative TSR performance, Performance Shares will remain subject to a payout cap of 150% of target, and there will be no upward adjustment if our absolute TSR is negative. • For any year in the three-year performance period that our Company incurs a Net Operating Loss (NOL)(3), the target number of Performance Shares will be reduced by one-third. | | Vesting Period | • To drive long-term shareholder value, awards cliff vest after a three-year performance period. | | Risk Balancing Features | • Awards are subject to reduction, forfeiture and recovery under the Company’s Clawback and Forfeiture Policy, as discussed on page 84. |

  198. Relative ROTCE Performance

    | | 2019 Award (2019-2021 Period) | | 2020 Award (2020-2022 Period) | 2021 Award (2021-2023 Period) | | Name | Potential Payout | Certified Payout | Potential Payout | Potential Payout | | Charles W. Scharf | — | — | 0-150% | 0-150% | | Michael P. Santomassimo | — | — | — | 0-150% | | Scott E. Powell | — | — | 0-150% | 0-150% | | Jonathan G. Weiss | 0-150% | 33% | 0-150% | 0-150% | | Ather Williams III | — | — | — | 0-150% |

  199. Relative ROTCE Performance

    For Performance Shares granted in 2019, the three-year performance period ended December 31, 2021. In first quarter 2022, the HRC certified attainment of 33% of target after adjusting Company and peer performance in accordance with the Long-Term Incentive Compensation Plan and the applicable form of award agreement. For 2020, Company and peer performance was adjusted for the effect of the pandemic on credit loss reserves and for certain other significant infrequently occurring items. For 2021, Company and peer performance was adjusted for reversals of credit loss reserves taken in 2020. As a result of these adjustments, the Company’s Return on Realized Common Equity (RORCE)1 ranking improved one spot to nine out of 11 companies. For Performance Shares granted in 2020 and 2021, the HRC will certify performance following completion of the three-year performance periods ending December 31, 2022, and December 31, 2023, respectively. Peer Groups and Benchmarking The HRC, with assistance from its independent compensation consultant, periodically reviews the composition of our peer groups to ensure the groups continue to serve as an appropriate market reference for executive compensation purposes. For 2021, the HRC continued to utilize the existing peer groups, as they continue to appropriately reflect our current scope, scale, and business mix, including the peers with whom we compete for talent. The HRC reviews market data from our peer groups as one factor in evaluating and determining executive compensation. The HRC also considers peer group data in structuring the design of the executive compensation program.

  200. Peer Group for 2021 Compensation Decisions

    Peer Group for 2021 Compensation Decisions To make market informed decisions on compensation, the HRC reviews NEOs’ pay levels and the Company’s pay practices within the context of our Labor Market Peer Group. Specifically, the HRC reviewed compensation data for the Labor Market Peer Group in considering the 2021 compensation decisions for our NEOs, including base salary and variable incentive compensation. In referencing market data, the HRC does not target a specific percentile, but instead uses data as a reference point. The peer group consists of ten companies with which we most directly compete for executive talent based on requisite expertise, knowledge, and experience. The Labor Market Peer Group is shown below.

  201. Peer Group for 2021 Compensation Decisions

    | Labor Market Peer Group | American Express Company Bank of America Corporation The Bank of New York Mellon Corporation Citigroup, Inc. The Goldman Sachs Group, Inc. | JPMorgan Chase & Co. Morgan Stanley The PNC Financial Services Group, Inc. State Street Corporation U.S. Bancorp, Inc. |

  202. Peer Group for Relative Performance Comparisons

    Peer Group for Relative Performance Comparisons Our current Financial Performance Peer Group is comprised of a subset of Global Systemically Important Banks (GSIBs), which closely align with our scale and regulatory requirements. The HRC uses the Financial Performance Peer Group to assess our relative performance for purposes of measuring Company financial performance. The HRC also uses the Financial Performance Peer Group to measure TSR to apply the TSR performance condition for Performance Shares. The peer group is also used for purposes of determining relative performance for Performance Shares. The GSIBs selected by the HRC best reflect those companies that it believes compete with us for capital and customers, and are most similar in terms of scope, scale, and business mix. The Financial Performance Peer Group is shown below.

  203. Peer Group for Relative Performance Comparisons

    | Financial Performance Peer Group | Banco Santander, S.A. Bank of America Corporation Barclays PLC BNP Paribas S.A. Citigroup Inc. The Goldman Sachs Group, Inc. | HSBC Holding plc JPMorgan Chase & Co. Morgan Stanley Royal Bank of Canada UBS Group AG |

  204. Peer Group for Relative Performance Comparisons

    | Refer to Additional Notes, Note 3, on page 138 for a further discussion of RORCE.(1) |

  205. Peer Group for Relative Performance Comparisons

    | 2022 Proxy Statement | 71 |

  206. Peer Group for Relative Performance Comparisons

    | 2 | Performance Assessment and Variable Incentive Determination Process |

  207. Peer Group for Relative Performance Comparisons

    In determining NEO performance, the HRC utilizes a performance assessment and variable incentive determination process that provides the HRC with the ability to assess performance through the evaluation of pre-established financial and nonfinancial goals, including risk and DE&I. For DE&I, the HRC evaluates the CEO’s progress on key Company-wide DE&I priorities, and for other NEOs, the HRC uses progress on diverse representation and inclusion across specific diversity dimensions of NEO leadership teams with potential adjustments to variable incentive compensation based on a holistic assessment of progress in one or more diversity dimensions. The performance assessment and variable incentive determination process aligns incentive compensation determinations with performance against long-term value drivers of the Company and prudent risk oversight, and provides the HRC with the ability to reduce an individual NEO’s performance achievement level to zero for failures in risk management, including misconduct. The performance assessment and variable incentive determination process is described below.

  208. Financial Performance

    | Absolute and relative TSR for relevant periods based on S&P Global Market Intelligence/S&P Capital IQ Pro data. Relative TSR based on the Financial Performance Peer Group, which is discussed in more detail on page 71.(6) |

  209. Nonfinancial Performance

    | After reviewing the Company’s key financial performance measures, including assessing results excluding the positive impact of reductions in the Company’s allowance for credit losses, the HRC recognized the strong financial performance of the Company in 2021 and significant improvement relative to 2020. The Company earned $21.5 billion in 2021 with $78.5 billion of revenue. The Company improved its financial returns, including reducing expenses and returning significant excess capital to shareholders by increasing the dividend and repurchasing $14.5 billion of common stock. The HRC also recognized that our total shareholder return was highest among our Financial Performance Peer Group in 2021. The HRC also evaluated the Company’s key nonfinancial goals and recognized that the Company continues to execute on its strategic priorities and make significant progress on the Company’s risk, regulatory and control work. The HRC also recognized the Company’s continued support and investment in its customers, communities, and employees, including DE&I. Based on the performance outcomes discussed above, for 2021, the HRC assigned an achievement level of 100% of target. |

  210. Nonfinancial Performance

    | Company Performance Achievement Level | 100% |

  211. Nonfinancial Performance

    | 76 | Wells Fargo & Company |

  212. Nonfinancial Performance

    | Charles W. Scharf | | | Chief Executive Officer and President In determining Mr. Scharf’s compensation, the Board focused on Company performance and his individual and risk performance, as set forth below. The Board considered that under Mr. Scharf’s strong leadership, the Company continues to make progress on fulfilling the Company’s strategic and risk and regulatory priorities while actively supporting our customers, communities, and employees. | |

  213. Nonfinancial Performance

    | Goals | 2021 Performance Highlights | | Risk, Regulatory, & Control • Execute against milestones to reduce outstanding regulatory deliverables, and plans to build appropriate risk and control infrastructure | • Delivered against key risk and regulatory milestones resulting in the termination of the consent order regarding add-on products and the expiration of the consent order regarding the bank’s retail sales practices • Made meaningful progress on build-out of risk and control infrastructure including enhanced conduct management and conduct risk programs, implemented the Office of Consumer Practices, and invested in risk management infrastructure, including hire of Chief Risk Officers supporting each of the lines of business • Continued focus on regulatory requirements remains a priority, as evidenced by new OCC Home Lending enforcement action and progress that remains in addressing requirements under the OCC’s April 2018 consent order | | Financial • Achieve our 2021 budget, including key financial measures and progress on efficiency initiatives and expense reduction • Prudently manage credit portfolio and execute on exiting non-core businesses | • Delivered strong financial performance, with EPS of $4.95 and ROTCE of 14.3%, while managing the asset cap to accommodate consumer deposit growth and minimizing client impact • Continued to grow noninterest income and manage net interest income to balance short-term earnings with longer-term earnings power and prioritize activities to preserve franchise value • Delivered gross expense savings of ~$4 billion through portfolio of efficiency initiatives, noninterest expense of $53.8 billion, and lowered expense exit rate over the course of the year • Managed the credit portfolio and other risk-taking activities through continued uncertainty • Continued to optimize business portfolio through the sales of our student lending business, Wells Fargo Asset Management and Corporate Trust, while winding down our International Private Client business | | Talent, Leadership, & Culture (including DE&I) • Advance talent management and strategy, and continue to drive cultural changes across the Company • Progress diverse representation and develop programs to foster inclusion of under-represented groups | • Continued focus on efforts to identify and develop diverse talent with launch of two sponsorship programs targeted at diverse talent, including B.O.L.D. (Building Organizational Leadership Diversity) designed to develop and increase visibility and mobility of high-potential talent; hired two new Operating Committee members • Executed organizational changes within senior leadership teams across our lines of business with specific goals, including improved customer experience, improved products and services, efficiency, growth opportunities, and succession planning • Chaired Executive Forums across three diversity dimensions, implemented diverse talent reviews, and made progress towards improving racial and ethnic minorities, female, and other relevant diversity dimensions across executive leaders • Continued to lead with clear, transparent, and consistent communication through the Company’s transformational efforts during uncertainty associated with the ongoing pandemic • Implemented DE&I goal for all Operating Committee members and their direct reports, focused on increasing diverse representation in our executive ranks | | Strategy, Technology, & Innovation • Execute medium-long term plans to advance the Company’s key strategic priorities for how we serve our customers and communities • Implement key programs and platforms, and advance technology strategies and services | • Executed against strategy to evolve how we serve customers, including a rebuilt mobile banking experience for consumer and small business customers rolled out in early 2022, branch and regional staffing to align with customer traffic patterns, and implemented a new international payments platform • Delivered two new credit card products, Active Cash Card® and Reflect Card®, to expand our capabilities to better serve our customers • Modernized the technology application environment, including implementation of Cloud strategy, and advanced the transformation of technology workforce through accelerated adoption of Agile framework |

  214. Nonfinancial Performance

    | 2022 Proxy Statement | 77 |

  215. Nonfinancial Performance

    | Individual Performance Achievement Level | 121% |

  216. Nonfinancial Performance

    The Board determined that Mr. Scharf’s individual performance achievement level was 121%. Mr. Scharf exhibited strong leadership in driving key initiatives to advance the Company’s strategic priorities, which resulted in significant progress on our risk, regulatory, and control work, increased diverse representation, and improved financial returns, including reducing our expenses and returning a significant amount of excess capital to our shareholders. In addition, he continued to invest in employees, customers, and communities through sponsorships and community partnerships. Given the Company performance achievement level of 100% and Mr. Scharf’s individual performance achievement of 121%, Mr. Scharf’s total variable incentive compensation was awarded at approximately 107% of target for 2021, resulting in total variable incentive compensation of $22.00M, as illustrated below.

  217. Nonfinancial Performance

    | 78 | Wells Fargo & Company |

  218. Nonfinancial Performance

    | Michael P. Santomassimo | | | Senior EVP, Chief Financial Officer As Chief Financial Officer, Mr. Santomassimo is responsible for the Company’s financial management functions including accounting and control, financial planning and analysis, investor relations, asset liability management, treasury and tax. In determining Mr. Santomassimo’s 2021 variable incentive award, the HRC focused on the performance below. | |

  219. Nonfinancial Performance

    | Goals | 2021 Performance Highlights | | Risk, Regulatory, & Control • Reduce outstanding regulatory deliverables, build appropriate risk and control infrastructure, demonstrate effective and proactive management of issues | • Actively engaged with regulators, made progress on regulatory commitments, and drove internal accountability for regulatory issues • Visible supporter of Risk, actively sought input for managing risk, and consistently set the tone with his team on risk management expectations | | Financial • Achieve our 2021 budget, including key financial measures and progress on efficiency initiatives and expense reduction | • Oversaw strong financial performance, including sound balance sheet management to support revenue growth and a steady decline in expenses throughout the year, resulting in meaningful progress versus prior year: ¡ Revenue of $78.5 billion, up 6% ¡ Noninterest expense of $53.8 billion, down 7% • Executed on plans to exit non-core businesses, including Canadian Equipment Finance business, Student Loans, Corporate Trust and Asset Management • Brought heightened clarity to line-of-business financial reporting | | Talent, Leadership, & Culture (including DE&I) • Advance talent management and strategy, and continue to monitor and manage with clear, transparent, and consistent communication • Progress diverse representation within Finance | • Continued focus on development of talent at the most senior level, including succession planning, strengthening the finance leadership team across both line-of-business CFOs and cross-enterprise roles • Made progress towards improving representation in two diversity dimensions across senior leaders in Finance, with continued opportunities to address underutilization in other diversity dimensions; Executive Sponsor of Middle East Employee Resource Network • Provided clear and consistent communication on strategic priorities and expectations with Finance team through townhall meetings, hosted “Finance Conversations” to promote two-way dialogue between the CFO and team, and rolled out employee feedback system, Loudspeaker, within Finance | | Strategy, Technology, & Innovation • Execute against strategic priorities, and mature internal business review process to focus on material financial, operational and risk agendas • Develop and implement multi-year technology strategy for Finance | • Hired new leadership to advance technology transformation of Finance • Delivered on LIBOR transition program • Successfully completed the Federal Reserve’s 2021 Comprehensive Capital Analysis and Review submission • Demonstrated consistent attention to detail across both strategy and execution, as reflected in enhanced business reviews with increased linkage of investments to strategic goals and regulatory work, and financial content that clearly highlights true business drivers that generate financial results |

  220. Nonfinancial Performance

    | Individual Performance Achievement Level | 110% |

  221. Nonfinancial Performance

    The HRC determined that Mr. Santomassimo’s individual performance achievement level was 110%. Given the Company performance achievement level of 100% and Mr. Santomassimo’s individual performance achievement of 110%, Mr. Santomassimo’s total variable incentive compensation was awarded at 105% of target for 2021, resulting in total variable incentive compensation of $9.71M, as illustrated below.

  222. Nonfinancial Performance

    | 2022 Proxy Statement | 79 |

  223. Nonfinancial Performance

    | Scott Powell | | | Senior EVP, Chief Operating Officer As the Chief Operating Officer, Mr. Powell is responsible for operations, control management, business continuity and resiliency, regulatory and public affairs, customer complaints management and remediation, conduct management, enterprise shared services, supply chain management and the corporate properties group. In determining Mr. Powell’s 2021 variable incentive award, the HRC focused on the performance below. | |

  224. Nonfinancial Performance

    | Goals | 2021 Performance Highlights | | Risk, Regulatory, & Control • Reduce outstanding regulatory deliverables, build appropriate risk and control infrastructure, demonstrate effective and proactive management of issues | • Drove efforts to meet several critical regulatory commitments and deliverables • Set strong tone from top for risk management, and strong advocate and influencer to ensure culture of front-line owned risk model • Pursued rigorous routines and transparency across all front-line risk activities and continued to strengthen the control environment with improvements in key control metrics | | Financial • Achieve our 2021 budget, including key financial measures and progress on efficiency initiatives and expense reduction | • Delivered on expense initiatives, including eliminating management layers and increasing manager spans of control, and increased offshore employee mix • Decreased expense run rate throughout 2021 | | Talent, Leadership, & Culture (including DE&I) • Advance talent management and strategy, and continue to monitor and manage with clear, transparent, and consistent communication • Progress diverse representation within Operations | • Strengthened the Chief Operating Office (COO) team, including a new Chief Data Officer, Head of the Office of Consumer Practices, and Head of Customer Complaints • Made progress towards improving representation in three diversity dimensions across senior leaders in COO, with continued opportunities to address underutilization in other diversity dimensions; co-Executive Sponsor of Disability Employee Resource Network • Communicated with clarity and transparency within COO and across the Company, including regular communications on return-to-work decisions and safety measures; rolled out employee feedback system, Loudspeaker, within COO | | Strategy, Technology, & Innovation • Drive operational efficiencies and effectiveness and lead through the COVID-19 pandemic • Successfully implement operational enhancements to strengthen our risk and regulatory profile | • Provided financial support and funding that supported Operational risk technology transformational efforts • Initiated Contact Center strategy (Interactive Voice Response enhancements) in early stages of Contact Center transformation to improve customer experience • Continued to effectively and sustainably lead the Company’s response to COVID-19, despite the constantly shifting external environment |

  225. Nonfinancial Performance

    | Individual Performance Achievement Level | 125% |

  226. Nonfinancial Performance

    The HRC determined that Mr. Powell’s individual performance achievement level was 125%. Given the Company performance achievement level of 100% and Mr. Powell’s individual performance achievement of 125%, Mr. Powell’s total variable incentive compensation was awarded at 112.5% of target for 2021, resulting in total variable incentive compensation of $8.16M, as illustrated below.

  227. Nonfinancial Performance

    | 80 | Wells Fargo & Company |

  228. Nonfinancial Performance

    | Jonathan G. Weiss | | | Senior EVP, CEO of Corporate and Investment Banking As CEO of Corporate and Investment Banking (CIB), Mr. Weiss is responsible for a comprehensive suite of advisory, capital markets, banking and financial products and services to corporate, institutional and government clients around the globe. Mr. Weiss also oversees the commercial real estate finance and capital markets platform, and investment banking. In determining Mr. Weiss’s 2021 variable incentive award, the HRC focused on the performance below. | |

  229. Nonfinancial Performance

    | Goals | 2021 Performance Highlights | | Risk, Regulatory, & Control • Reduce outstanding regulatory deliverables, build appropriate risk and control infrastructure, and demonstrate effective and proactive management of issues | • Made progress on regulatory milestones and was actively engaged in credit risk and international risk mitigation activities • Strong Risk partner who sets the tone from the top, is receptive to Risk input, and effectively challenges his business leaders as part of decision-making process | | Financial • Achieve our 2021 budget, including key financial measures and progress on efficiency initiatives and expense reduction | • Total revenue down 1% versus prior year • Banking revenue up 4% versus prior year • Commercial Real Estate revenue up 10% versus prior year • Noninterest expense down 7% versus prior year | | Talent, Leadership, & Culture (including DE&I) • Advance talent management and strategy, and continue to monitor and manage with clear, transparent, and consistent communication • Progress diverse representation within Corporate and Investment Banking | • Continued focus on development of talent at the most senior level, including succession planning • Made progress towards improving representation in three diversity dimensions across senior leaders in CIB with continued opportunities to address underutilization in other diversity dimensions; Executive Sponsor of Pride Employee Resource Network • Delivered regular communication to CIB through video messages, townhall meetings, and weekly leadership meetings; rolled out employee feedback system, Loudspeaker, within CIB | | Strategy, Technology, & Innovation • Develop and begin to execute on clear medium-long-term plans around core technology and digital platforms • Migrate to a more robust international payments platform and advance the deployment of the digital customer onboarding platform | • Continued to execute on technology to support improved business delivery and internal efficiencies, including new international payments platform and digital customer onboarding platform • Took on significant ownership for Company compliance with asset cap • Consolidated domestic and international payments into one Global Treasury Management team, in partnership with CEO of Commercial Banking |

  230. Nonfinancial Performance

    | Individual Performance Achievement Level | 120% | | Line-of-Business Performance Achievement Level | 100% |

  231. Nonfinancial Performance

    Mr. Weiss was able to deliver positive results within CIB given the challenges the asset cap imposed on the Markets business and deposit taking activities in Banking and Commercial Real Estate (CRE), including an increase in revenue within Banking and CRE by 4% and 10%, respectively, and a decreasing noninterest expense. The HRC determined that Mr. Weiss’s line-of-business performance achievement level was 100%, and his individual performance achievement was 120%. Given the Company performance achievement level of 100% and Mr. Weiss’s individual and line-of-business performance of 120% and 100%, respectively, Mr. Weiss’s total variable incentive compensation was awarded at 110% of target for 2021, resulting in total variable incentive compensation of $10.18M, as illustrated below.

  232. Nonfinancial Performance

    | 2022 Proxy Statement | 81 |

  233. Nonfinancial Performance

    | Ather Williams III | | | Senior EVP, Head of Strategy, Digital Platform, and Innovation As Head of Strategy, Digital Platform, and Innovation (SDI), Mr. Williams is responsible for leading corporate strategic planning, defining and managing digital platform standards and capabilities, and managing innovation priorities, opportunities, and Company-wide efforts to drive transformation. In determining Mr. Williams’s 2021 variable incentive award, the HRC focused on the performance below. | |

  234. Nonfinancial Performance

    | Goals | 2021 Performance Highlights | | Risk, Regulatory, & Control • Reduce outstanding regulatory deliverables, build appropriate risk and control infrastructure, demonstrate effective and proactive management of issues | • Made progress on regulatory milestones, set strong tone from the top, and took ownership for front-line risk management as evidenced by proactive self-identification of issues and positive audit results • Proactively engaged Risk partners on emerging risks related to technology and digital enablement, and helped escalate and resolve problems | | Financial • Achieve our 2021 budget, including key financial measures and progress on efficiency initiatives and expense reduction | • Delivered against expense initiatives, including management spans and layers, third-party vendor optimization, and product simplification and business restructuring • Reprioritized investment spend to enhance existing features and functionality in the consumer mobile banking app and Wells Fargo.com, including expense initiatives (e.g., launching paperless statements) | | Talent, Leadership, & Culture (including DE&I) • Advance talent management and strategy; continue to monitor and manage with clear, transparent, and consistent communication; and build out leadership team • Progress diverse representation within SDI | • Spent 2021 building out leadership team and SDI model • Made progress towards improving representation in three diversity dimensions across senior leaders in SDI, with continued opportunities to address underutilization in other diversity dimensions; co-Executive Sponsor of the Black & African American Employee Resource Network • Frequently communicated across SDI through email messages, townhall meetings, weekly leadership meetings; rolled out employee feedback system, Loudspeaker, within SDI | | Strategy, Technology, & Innovation • Develop and support strategic initiatives within the business lines • Successfully implement cloud strategies and advance mobile first strategy | • Developed a new native consumer mobile banking app (launching in Q1 2022) and announced new virtual assistant Fargo (launching in second half of 2022); redesigned deposit digital application; and expanded digital self-service capabilities • Achieved record highs in mobile active (27.3MM) and Zelle users (13.1MM) • Advanced cross-business collaboration initiatives, including affluent strategy, payments, and referral model • Implemented new strategic planning process for Company as solid foundation for 2022 |

  235. Nonfinancial Performance

    | Individual Performance Achievement Level | 100% |

  236. Nonfinancial Performance

    The HRC determined that Mr. Williams’s individual performance achievement level was 100%. Given the Company performance achievement level of 100% and Mr. Williams’s individual performance achievement of 100%, Mr. Williams’s total variable incentive compensation was awarded at 100% of target for 2021, resulting in total variable incentive compensation of $5.50M, as illustrated below.

  237. Nonfinancial Performance

    | 82 | Wells Fargo & Company |

  238. Nonfinancial Performance

    | 4 | Compensation Policies and Practices |

  239. Nonfinancial Performance

    Risk Management and Accountability Our executive compensation program is designed to reinforce effective risk management through risk-balancing features that discourage and mitigate excessive risk-taking and an accountability framework that, under defined conditions, enables the reduction, forfeiture or recovery of compensation in the event NEOs’ actions, or inactions, result in specified types of negative outcomes for our Company. To discourage imprudent risk-taking, the Company embedded risk-balancing features throughout our executive compensation program for 2021. Additional information on our stock ownership requirements and anti-hedging/pledging policies are included in the Stock Ownership Requirements and Other Policies section of this proxy statement.

  240. Nonfinancial Performance

    | Risk-Balancing Features | | | Pay Mix | • Pay mix of base salary, annual cash bonus, and long-term equity • Salaries are a form of fixed compensation, not subject to achievement of annual goals • Variable incentive compensation (annual cash bonus and long-term equity) provides compensation opportunities measured by achievement of financial and nonfinancial performance goals, including risk outcomes | | Performance Metrics | • Performance metrics are used to encourage focus on sustained and holistic overall Company performance • Use of ROTCE performance measure in performance share awards | | Performance Goals | • Performance goals are approved by our HRC and support our pay-for-performance philosophy • Use of goals that span across corporate, risk, and individual | | Equity Incentives | • Equity incentive programs are designed to align management and shareholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in the Company • Equity uses multi-year vesting with new awards granted each year to encourage continued retention and shareholder alignment • Performance Share payout is capped at 150% of target | | Risk Mitigation Policies | • Clawback and Forfeiture Policy • Stock ownership policy for executive officers • Anti-hedging and pledging policies |

  241. Nonfinancial Performance

    | Trigger | Description | Compensation Impacted | Clawback | Forfeit | | Financial Restatement/ Inaccurate Performance Metrics | Amount of the award was based upon the achievement of certain financial results that were subsequently reduced due to a financial restatement (public restatement) | Equity/Cash | ✓ | ✓ | | | Amount of the award was based upon one or more materially inaccurate performance metrics | Equity/Cash | ✓ | ✓ | | Misconduct | Employee engages in misconduct or commits an error that causes material financial or reputational harm | Equity/Cash | ✓ | ✓ | | | Any conduct that constitutes grounds to terminate for cause | Equity | | ✓ | | Risk Management Failure | Failure through willful misconduct or gross negligence to identify, escalate, monitor, or manage, timely, material risks | Equity | ✓ | ✓ | | Resolution of Outstanding Regulatory Matters (Performance Shares granted in 2019 and later) | Failure of the employee to achieve progress on resolving outstanding consent orders and/ or other regulatory matters | Equity | | ✓ |

  242. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    New Hire Sign-On Bonuses and Buy-Out Equity Awards As part of our efforts to build out the senior management team and to attract and retain top executive talent, we have provided in certain instances 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 NEOs to return all or a portion of their sign-on bonus if, within a certain period of time 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 subject to a time-based vesting period and such other terms and conditions as the HRC determines.

  243. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    | 2022 Proxy Statement | 85 |

  244. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    | 5 | Compensation Governance Oversight |

  245. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    Role of the HRC and CEO The HRC believes that strong governance and oversight of our executive compensation program is essential to the Company’s long-term success. To achieve this strong oversight, the HRC is comprised of independent directors with qualifications and experience related to human capital risk and human capital management who make market-informed decisions based on discussions throughout the year (in both regularly scheduled meetings and special meetings, as appropriate) and who are informed by an independent compensation consultant. The HRC oversees the Company’s performance management and incentive compensation programs and approves all compensation decisions relating to the Company’s executive officers, including NEOs. The HRC reviews and approves the annual financial and non-financial performance goals set by the CEO. These goals are aligned with the Company’s strategic plan, risk appetite, and risk and control framework. The goals then flow through to each NEO, who establishes aligned goals that are reviewed by the HRC. The HRC also evaluates Company results after the end of the performance year, considering financial outcomes, consistency with the strategic plan and our risk appetite, prior year performance, and execution of key initiatives and other qualitative factors. The CEO and HRC assess Company performance as a starting point for determining compensation for NEOs. For the NEOs, the CEO evaluates their individual performance and makes recommendations regarding base salary, annual cash bonus, and long-term equity to the HRC. For the CEO, the Board conducts a performance evaluation against all his goals, including risk management and DE&I. The full Board approves the CEO’s compensation.

  246. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    | To fulfill its responsibilities, the HRC has six standing meetings each year, and special meetings as needed. | | Key HRC oversight responsibilities are provided below | | | THE HRC HELD | | • Approve Compensation Philosophy & Principles • Evaluate CEO Performance & Compensation • Evaluate & Approve Compensation for Executive Officers • Oversee Human Capital Risk & Human Capital Management, including Talent and Succession Planning | • Oversee Incentive Compensation Risk Management Program • Oversee Culture & Code of Ethics and Business Conduct • Oversee Reputation Risk Related to Incentive Compensation • Approve Executive Incentive Compensation Plans | | 12 | meetings in 2021; 14 in total throughout 2021 and early 2022 | | | | 8 | meetings to respond to Say on Pay; three to assess Company and NEO performance and make 2021 compensation decisions | | |

  247. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    Role of Independent Compensation Consultant The HRC is authorized to retain and obtain advice of legal, accounting, or other advisors at our Company’s expense without prior permission of management or our Board. For 2021, the HRC retained a new independent compensation consultant, Meridian Compensation Partners, LLC (Meridian), to provide independent advice on executive compensation matters for 2021 and also advise on the design and disclosure of the compensation elements for the 2021 performance year. During the year, Meridian compiled compensation data for the Labor Market Peer Group and reviewed with the HRC our executive compensation programs generally and compared to those of our Labor Market Peer Group. Meridian also advised the HRC on the reasonableness of our compensation levels compared to our Labor Market Peer Group and the appropriateness of our executive compensation program structure in supporting our business objectives and in consideration of shareholder feedback.

  248. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    | 86 | Wells Fargo & Company |

  249. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    On an annual basis, the HRC reviews the services performed by, and the fees paid to Meridian. Upon conducting this review, the HRC determined that Meridian does no other work for our Company or management other than to provide consulting services to the GNC, HRC, and Board that are directly related to employee and non-employee director compensation. To help maintain the independence of any consultant retained by the HRC, the HRC is required under its charter to pre-approve all services performed for our Company by Meridian, other than the services performed for the GNC for non-employee director compensation. All services provided to the HRC and our Board in 2021, other than those performed for the GNC for non-employee director compensation, were pre-approved by the HRC. The HRC assessed Meridian’s independence in light of NYSE listing standards and SEC rules and concluded that no conflict of interest or independence concerns exist. Conclusion The HRC values the feedback received from our shareholders, and believes the changes made to our executive compensation program are aligned with shareholder input. The HRC also believes that the 2021 compensation decisions for our NEOs were reasonable and appropriate and consistent with our compensation principles.

  250. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    | Compensation Committee Report |

  251. New Hire Sign-On Bonuses and Buy-Out Equity Awards

    In its capacity as the compensation committee of our Board, the HRC has reviewed and discussed with management the Compensation Discussion and Analysis that immediately precedes this report. Based on this review and these discussions, the HRC has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

  252. Members of the Human Resources Committee

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($)(1) (d) | Stock Awards ($)(2)(3) (e) | Non-Equity Incentive Plan Compensation ($)(4) (f) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)(6) (g) | All Other Compensation ($)(7) (h) | Total ($) (i) | | Charles W. Scharf CEO and President | 2021 | 2,500,000 | — | 13,485,052 | 5,365,854 | — | — | 21,350,906 | | | 2020 | 2,500,000 | — | 13,542,046 | 4,350,000 | — | — | 20,392,046 | | | 2019 | 498,084 | 5,000,000 | 28,788,490 | — | — | — | 34,286,574 | | Michael P. Santomassimo Senior EVP, Chief Financial Officer | 2021 | 1,750,000 | 900,000 | 7,500,008 | 1,837,500 | — | — | 11,987,508 | | | 2020 | 367,366 | 1,750,000 | 5,990,344 | — | — | — | 8,107,710 | | Scott E. Powell Senior EVP, Chief Operating Officer | 2021 | 1,750,000 | — | 5,568,758 | 1,968,750 | | 17,400 | 9,304,908 | | | 2020 | 1,750,000 | 3,200,000 | 7,900,563 | 1,771,925 | — | — | 14,622,488 | | Jonathan G. Weiss Senior EVP, CEO of Corporate and Investment Banking | 2021 | 1,750,000 | — | 5,323,428 | 1,925,000 | — | 17,400 | 9,015,828 | | Ather Williams III Senior EVP, Head of Strategy, Digital Platform, and Innovation | 2021 | 1,500,000 | 2,100,000 | 4,000,008 | 1,500,000 | — | — | 9,100,008 |

  253. Members of the Human Resources Committee

    | Additional information about the Performance Shares and other awards appears in our CD&A and in the Grants of Plan-Based Awards table, footnotes, and related narrative. |

  254. Description of Nonqualified Deferred Compensation Plans

    Description of Nonqualified Deferred Compensation Plans Deferred Compensation Plan Each of our named executives is eligible to participate in the Deferred Compensation Plan, which allows certain members of management and highly compensated employees to defer the receipt of compensation that would otherwise be paid to them currently until a future year or years selected by the employee. The Deferred Compensation Plan also provides for supplemental Company matching contributions related to any compensation deferred by a plan participant, including named executives, that would have been eligible (up to certain IRS limits) but for this deferral, for a matching contribution under the 401(k) Plan. As of December 31, 2021, none of our named executives were participating in the Deferred Compensation Plan. Wachovia Elective Deferral Plan and Wachovia Savings Restoration Plan As a former Wachovia executive, Mr. Weiss participated in the Wachovia Elective Deferral Plan and the Wachovia Savings Restoration Plan. Participation in these plans was frozen and contributions ceased for the Wachovia Elective Deferral Plan, effective December 31, 2008, and for the Wachovia Savings Restoration Plan, effective December 31, 2007. The Wachovia Elective Deferral Plan is a frozen, unfunded, nonqualified deferred compensation plan that allowed certain highly compensated employees to defer base salary and/or incentive payments on a pre-tax basis until a future date (generally retirement, death, or separation from service). The terms of the plan required participants to irrevocably elect the form of payment (either in installments or in a lump sum), and permitted early withdrawal of account balances in the case of an unforseeable emergency resulting in severe financial hardship. In addition, participant salary deferral amounts were subject to a company match in certain circumstances. The Wachovia Savings Restoration Plan is a frozen, unfunded, nonqualified deferred compensation plan that previously provided for pre-tax deferral contributions to restore Wells Fargo 401(k) plan contributions beyond the IRS qualified plan contribution limitations. Employees with an annual base salary greater than Internal Revenue Code annual covered compensation limits were eligible to participate and could elect to contribute up to 30% of base salary. Wachovia matched participants’ contributions on a dollar-for-dollar basis up to 6% of base salary. Participants elected, at the time they joined the plan, the timing of the payment of their account balances (on or after five years of participation, or upon separation or retirement), as well as the form and term of payment of their accounts (lump sum or ten annual installments), and may petition for, and receive an early distribution of, their account balances in the event of an unforseeable emergency causing severe financial hardship. Participants are entitled to invest all or a portion of their deferral accounts in one or more investment options available under the plans, which generally mirror those offered in the Wells Fargo 401(k) Plan, and to receive the earnings on the deferred amounts based on those investment elections upon distribution of the deferral accounts, subject to income tax withholding.

  255. Description of Nonqualified Deferred Compensation Plans

    | 2022 Proxy Statement | 95 |

  256. Description of Nonqualified Deferred Compensation Plans

    Potential Post-Employment Payments We do not have employment or other severance agreements with our named executives. The table below shows estimated post-employment payments for our named executives serving as of December 31, 2021, assuming they had terminated employment on that day. To estimate the payment amounts for each named executive, we used the closing price of our common stock on December 31, 2021 of $47.98. The following items are not included in the table or description below:

  257. Description of Nonqualified Deferred Compensation Plans

    | • | Retirement benefits under our Cash Balance Plan, which are described above under Pension Benefits. |

  258. Description of Nonqualified Deferred Compensation Plans

    | • | Distributions of balances under our deferred compensation plans, which balances are shown in the Nonqualified Deferred Compensation table above. |

  259. Description of Nonqualified Deferred Compensation Plans

    | • | Payments and benefits provided on a nondiscriminatory basis to employees upon termination of employment. These include accrued salary and accrued but unused paid time off, severance payments under our Salary Continuation Pay Plan, distributions of plan balances under our 401(k) Plan, and welfare benefits provided to all retirees, including access to unsubsidized retiree medical insurance. If eligible under the Salary Continuation Pay Plan, employees receive salary continuation payments based on no more than $350,000 annual salary for 8 to 52 weeks depending on the number of completed years of service. If terminated as described below under Estimated Post-Employment Payments and eligible for the Salary Continuation Pay Plan, our named executives would receive the following aggregate amount under the Salary Continuation Pay Plan, as of December 31, 2021: Mr. Scharf – $53,846; Mr. Santomassimo – $53,846; Mr. Powell – $53,846; Mr. Weiss – $161,538; and Mr. Williams – $53,846. |

  260. Estimated Post Employment Payments(1)

    | The amounts in the table represent potential payments to each named executive based on a termination assumed to have occurred on December 31, 2021.(1) |

  261. Estimated Post Employment Payments(1)

    | None of the outstanding equity awards granted under the Company’s Long-Term Incentive Compensation Plan (LTICP) have automatic “single trigger” vesting upon an acquisition of our Company or major Board changes. Generally, unvested Performance Shares and RSRs are treated as follows upon termination of employment:(2) |

  262. Estimated Post Employment Payments(1)

    | Reason for Termination | Impact on Vesting | | Death | • Immediate vesting of Performance Shares (at target, unless the final number earned is determinable because the termination occurs after the end of the performance period), subject to forfeiture provisions • Immediate vesting of RSRs, subject to forfeiture provisions | | Disability or involuntary due to displacement, divestiture, or an affiliate change in control | • Continued vesting on schedule of Performance Shares, subject to (i) ROTCE and net operating loss performance, (ii) forfeiture provisions, and (iii) compliance with covenants. Covenants may include (a) noncompetition, (b) non-solicitation of employees and customers, (c) non-disclosure of trade secrets and other confidential information, and (d) non-disparagement, subject to applicable laws and regulations • Immediate vesting of RSRs, subject to forfeiture provisions | | Retirement (unless terminated for cause) | • Continued vesting on schedule of Performance Shares, subject to (i) ROTCE and net operating loss performance, (ii) forfeiture provisions, and (iii) compliance with covenants noted above • Continued vesting on schedule of RSRs, subject to forfeiture provisions | | Other voluntary or involuntary termination (if not retirement eligible) | • Performance Shares and RSRs forfeit immediately |

  263. Estimated Post Employment Payments(1)

    | See Compensation Policies and Practices in our CD&A for a description of our equity award Clawback and Forfeiture Policy. |

  264. Estimated Post Employment Payments(1)

    | The values shown in the table for the RSRs include the value of the 2019 Performance Shares, for which the performance period was completed on December 31, 2021. For the 2020 and 2021 Performance Shares, (i) for death, awards are valued at target pursuant to the terms of the applicable award agreements; and (ii) for disability, certain involuntary terminations, or voluntary retirement, awards are valued at the target level of performance achievement as of December 31, 2021. However, because the applicable performance period for each of these awards has not yet been completed, the actual number of 2020 and 2021 Performance Shares earned will depend on our Company’s relative level of ROTCE performance over the performance period for each award including reduction for net operating loss, forfeiture provisions, and compliance with covenants. Each award may also be credited additional dividend equivalents, as described in footnote (4) the Outstanding Equity Awards at Fiscal Year-End table.(3) |

  265. Estimated Post Employment Payments(1)

    | Under the LTICP, certain involuntary terminations include terminations due to displacement and receipt of a lump sum severance benefit, placement on a leave that results in receipt of severance benefits, or a termination associated with an affiliate change in control. Under the LTICP, retirement generally occurs when a named executive has reached the earliest of (a) age 55 with 10 completed years of service, (b) 80 points (with one point credited for each completed age year and one point credited for each completed year of service); or (c) age 65. As of December 31, 2021, none of our named executives, other than Mr. Weiss, met this definition of retirement. For Mr. Scharf, retirement means the termination of employment (i) after reaching age 55 with five completed years of service or (ii) based on such more favorable treatment as may apply under the practices of the Company in effect from time to time. As of December 31, 2021, Mr. Scharf did not meet this definition of retirement.(4) |

  266. Estimated Post Employment Payments(1)

    Under our Chairman/CEO Post-Retirement Policy, Mr. Scharf is entitled to receive, for two years following his retirement, subject to approval of our Board and HRC, office space, administrative assistance, and a part-time driver, provided he remains available for management consultation and continues to represent us with our customers, community and employees during this period. The value of benefits provided under this policy would depend on Mr. Scharf’s use of the same. We are currently required to receive regulatory non-objection before we agree to or make a post-employment payment to certain named executives unless an exception applies. Accordingly, if a covered named executive terminates employment when this requirement is in place, then any of the post-employment payments described above will require regulatory non-objection unless an exception applies.

  267. Estimated Post Employment Payments(1)

    | 2022 Proxy Statement | 97 |

  268. Estimated Post Employment Payments(1)

    | Equity Compensation Plan Information |

  269. Estimated Post Employment Payments(1)

    The following table provides information about our equity compensation plans in effect on December 31, 2021, separately aggregated for plans approved by shareholders and those 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, 2021, unless otherwise indicated. Equity Compensation Plan Information

  270. Estimated Post Employment Payments(1)

    | | (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 | 59,655,472(2) | $0.00 | 149,118,374(3) | | Equity compensation plans not approved by security holders | 4,935,384(4) | N/A | 3,252,641(5) | | Total | 64,590,856 | $0.00 | 152,371,015 |

  271. Estimated Post Employment Payments(1)

    | Does not reflect restricted share rights (RSRs), restricted share units (RSUs), performance share awards or deferred compensation benefits because they have no exercise price.(1) |

  272. Estimated Post Employment Payments(1)

    | For the Long-Term Incentive Compensation Plan (LTICP), consists of 51,604,179 shares subject to RSRs, and a maximum of 6,349,552 performance shares. For the Supplemental 401(k) Plan, consists of 1,334,091 shares issuable upon distribution of benefits. For the Directors Stock Compensation and Deferral Plan (Directors Plan), consists of 214,578 shares issuable upon distribution of deferred stock awards, and 153,072 shares issuable upon distribution of deferred compensation benefits.(2) |

  273. Estimated Post Employment Payments(1)

    | 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. Each share of common stock issued under the LTICP pursuant to awards other than options or stock appreciation rights (SARs) counts as two shares.(3) |

  274. Estimated Post Employment Payments(1)

    | Plan | # of Shares Available for Future Issuance Under Equity Compensation Plans | Award Types | | LTICP | 147,166,327(6) | Stock options, stock, SARs, restricted stock, RSRs, performance shares, performance units | | Supplemental 401(k) Plan | 1,750,371 | Deferral distribution | | Directors Plan | 201,676 | Stock options, deferral distribution |

  275. Estimated Post Employment Payments(1)

    | This consists of shares of common stock issuable upon distribution of deferred compensation benefits and 723 shares issuable upon distribution related to the Norwest Corporation Directors’ Formula Stock Award Plan.(4) |

  276. Estimated Post Employment Payments(1)

    | We could have issued the number of shares of our common stock indicated in the following table 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.(5) |

  277. Estimated Post Employment Payments(1)

    | Plan | # of Shares Available for Future Issuance Under Equity Compensation Plans | Award Types | | Deferred Compensation Plan | 3,099,230 | Deferral distribution | | Non-Qualified Deferred Compensation Plan for Independent Contractors | 153,411 | Deferral distribution |

  278. Estimated Post Employment Payments(1)

    | As of February 7, 2022, the number of shares remaining available for future issuance under the LTICP was 104,879,368, 52,439,684 of which remained available for future issuance as full-value awards, since full-value awards count 2:1 towards the LTICP pool.(6) |

  279. Estimated Post Employment Payments(1)

    | 98 | Wells Fargo & Company |

  280. Return on Average Tangible Common Equity

    | 11.2 | Director Compensation Limit. Notwithstanding the foregoing, the total annual compensation paid to any individual Director, inclusive of cash compensation and Awards granted under this Plan, shall not exceed $750,000; provided, however, that the total annual compensation paid to the Chairman of the Board or to any Independent Lead Director may exceed $750,000 but not $1,500,000. |