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SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant        
Filed by a Party other than the Registrant        

 

Check the appropriate box:

 

☐    Preliminary Proxy Statement

 

☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒    Definitive Proxy Statement

 

☐    Definitive Additional Materials

 

☐    Soliciting Material under §240.14a-12

 

Wells Fargo & Company


(Name of Registrant as Specified In Its Charter)

 

  


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

☒    No fee required

 

☐    Fee paid previously with preliminary materials

 

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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LOGO


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LOGO

Letter to our Shareholders

from our Chief Executive Officer

March 14, 2022

Dear Fellow Shareholders,

We are pleased to invite you to attend Wells Fargo’s 2022 Annual Meeting of Shareholders to be held on Tuesday, April 26, 2022, at 10 a.m. Eastern Daylight Time. This year’s annual meeting will again be held in a virtual format through a live webcast at www.virtualshareholdermeeting.com/WFC2022.

At the annual meeting, shareholders will vote on a number of important matters. Your vote is important to us. We encourage you to vote as soon as possible by one of the methods described in your proxy materials, even if you plan to attend the virtual annual meeting.

Please take the time to carefully read the proxy statement, which includes a list of the matters submitted for shareholder vote, and proxy voting and other information on how to participate.

Thank you for your continued investment in, and support of, Wells Fargo.

Sincerely,

 

 

LOGO

Charles W. Scharf

CEO

 

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LOGO

Letter to our Shareholders

from our Chairman of the Board

March 14, 2022

Dear Fellow Shareholders,

I am pleased to invite you, for the first time in my role as Chairman of the Wells Fargo Board of Directors, to attend our 2022 Annual Meeting of Shareholders on Tuesday, April 26, 2022, at 10 a.m. Eastern Daylight Time. Since our meeting last year, we have had several changes in Board leadership and identified three excellent candidates for election to the Board. Last August, I was elected by my fellow directors as Chairman of the Board and Wayne Hewett became Chair of the Governance and Nominating Committee, and last April, Ted Craver became Chair of the Audit Committee.

All of us on the Board are pleased to nominate for election as directors Richard K. Davis, CeCelia “CeCe” G. Morken, and Felicia F. Norwood, who will bring diverse and valued experience to our Board. Mr. Davis brings nearly 40 years of financial services experience, including as Chairman and Chief Executive Officer of U.S. Bancorp. Ms. Morken is a recognized leader in the technology and digital space from her years of experience in the computer software industry. Ms. Norwood brings extensive senior executive business and operational experience in the highly regulated healthcare industry and in the government sector, including having responsibility for a significant portion of the P&L of a major health care benefits company.

CEO Charlie Scharf and the Operating Committee pushed forward on Wells Fargo’s continued transformation in 2021. The Company has made progress on a number of fronts, including strengthening our risk and control infrastructure, improving our financial results, and making leadership changes as we continue to support our business and priorities. We also continued our efforts to enhance the experience of our customers and increased engagement with the communities we serve, at both the national and local level. The Board remains focused on its oversight of the Operating Committee’s execution of this transformation, and supporting management accountability for meeting the high expectations that they have for themselves, that we have for them as a Board, and that our regulators have for us as a Company. The changes that the Company has made, coupled with the continued economic recovery, give us confidence about our competitive position entering 2022. The Company’s top priority remains building the appropriate risk and control infrastructure which is foundational and critical to our future. In addition, in 2022 we will continue to oversee efforts to drive the Company’s business performance and enhance the experiences of our customers, increase the engagement of our employees and deepen the relationships in our communities.

 

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As in recent years, this year’s annual meeting will be held virtually to protect the health and safety of our shareholders, employees, directors, and other meeting participants. We had more participants and the opportunity to answer more questions at the 2020 and 2021 annual meetings than in prior years, and we again look forward to an informative and engaging meeting with our shareholders.

Thank you for your continued investment in, and support of, Wells Fargo.

Sincerely,

 

 

LOGO

Steven D. Black

Chairman of the Board

 

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                     LOGO

 

Notice of 2022 Annual

Meeting of Shareholders

 

 

 

 

Meeting

LOGO   Information

 

Date & Time

Tuesday, April 26, 2022

10:00 a.m., EDT

 

Virtual Meeting Access

www.virtualshareholdermeeting.com/WFC2022

 

Record Date

February 25, 2022

 

   

ITEMS FOR VOTE

   BOARD RECOMMENDATION                  

Management Proposals

 

     
1   

Elect as directors the 14 nominees named in our proxy statement

   FOR all nominees
     
2    Advisory resolution to approve executive compensation (Say on Pay)    FOR
     
3    Approve the Company’s 2022 Long-Term Incentive Plan    FOR
     
4    Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022    FOR
     

Shareholder Proposals

 

  5-11      Vote on seven shareholder proposals, if properly presented at the meeting and not previously withdrawn or otherwise excluded    AGAINST

 

  12  

  

 

Consider any other business properly brought before the meeting

  
 

How to Vote

Your vote is important! Whether or not you plan to attend the meeting, we encourage you to vote your shares by proxy prior to the meeting in one of the following ways. This will ensure your representation even if you do not attend. Please refer to page 129 of this proxy statement for additional information on voting and how to attend the meeting.

 

 

By Internet

            

 

Visit the website listed in your notice of internet availability of proxy materials or your proxy card or voting instruction form

 

    

By Phone

            

 

Call the toll-free voting number on your voting materials

   

By Mail

            

 

Mail your completed and signed proxy card or voting instruction form

   

By Mobile Device

            

 

Scan the QR Barcode on your voting materials

How to Attend the Meeting Online

In the interest of the health and safety of our shareholders, employees, and communities and in light of the continuing COVID-19 pandemic, our Board of Directors determined that the meeting will be held in a virtual-only format at: www.virtualshareholdermeeting.com/WFC2022, where a list of our shareholders of record will also be made available to shareholders during the meeting. To attend as a shareholder of record, including to vote and ask questions during the meeting, you must log into the meeting using the valid control number printed on your voting materials. All beneficial owners should consult their voting instruction form or the notice of internet availability of proxy materials for how to vote in advance of, and how to participate in, the meeting. Guests may also log in to listen. Please visit our Investor Relations page on www.wellsfargo.com several days before the annual meeting for additional information.

By Order of our Board of Directors,

 

LOGO   

Tangela S. Richter

Deputy General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 26, 2022:

Wells Fargo’s 2022 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2021 are available at: www.proxyvote.com.

This notice and the accompanying proxy statement, 2021 annual report, and proxy card were first made available to shareholders beginning on March 14, 2022. You may vote if you owned shares of our common stock at the close of business on February 25, 2022, the record date for notice of and voting at our annual meeting.


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Table of Contents

 

   
Proxy Summary      i  

    

  
   
Leadership, Strategy, and Business      1  

    

  
   
Our Investor Engagement Program      3  

    

  
   
Corporate Governance      6  

Our Board of Directors

     6  

Item 1 — Election of Directors for a  Term of One Year

     6  

Director Nominees for Election

     6  

Director Independence

     14  

Board Composition, Qualifications, and Experience

     15  

Board Qualifications and Experience Matrix

     17  

Board Diversity

     18  

Strong Independent Board Leadership

     19  

Director Election Standard and Nomination Process

     20  

Director Nomination Process

     21  

Our Corporate Governance Framework

     23  

Committees of our Board

     24  

Compensation Committee Interlocks and Insider Participation

     31  

Our Board’s Role in Risk Oversight

     31  

Management Succession Planning and Development

     35  

Comprehensive Annual Evaluation of Board Effectiveness

     36  

Board Succession Planning

     39  

Director Orientation Process and Continuing Education

     41  

Structure of our Director Compensation Program

     42  

Director Compensation

     44  

    

  
   
Information About Related Persons      46  

Related Person Transactions

     46  

Related Person Transaction Policy and Procedures

     47  
       
   
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  
 


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Audit Matters      107  

Item 4 — Ratify Appointment of  Independent Registered Public Accounting Firm for 2022

     107  

KPMG Fees

     111  

Audit Committee Pre-Approval Policies and Procedures

     111  
       
   
Shareholder Proposals      112  

Item 5 through 11 — Shareholder Proposals

     112  
Voting and Other Meeting Information      129  
       
   
Appendix A — Wells Fargo & Company 2022 Long-Term Incentive Plan      A-1  
 

Forward-Looking Statements and Website References: This proxy statement contains forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “target,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can,” and similar references to future periods. In particular, forward-looking statements include, but are not limited to, statements we make about our expectations for our operations and business and our corporate responsibility progress, plans, and goals (including environmental and human capital matters). Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. The inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2021. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. We assume no liability for any third-party content contained on the referenced websites.

 


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Proxy Summary

 

Who We Are

 

 

We are a leading U.S. financial services company that proudly serves consumers, small businesses, and middle-market and large companies. We partner with our customers to help them achieve their financial goals and with our communities to make a positive impact.

 

Our Strategic Pillars

 

 

We are continuing the work to build a strong and consistent foundation. The following are foundational pillars on which we are focused.

 

RISK

AND

CONTROL
CULTURE

   

OPERATIONAL

EXCELLENCE

   

CUSTOMER-

CENTRIC

CULTURE

AND
CONDUCT

 

    TECHNOLOGY AND
INNOVATION
    FINANCIAL
STRENGTH

 

Our Leadership and Business

 

 

We continue improving the way we run the Company and redefining parts of our culture to be more effective.

Tone from the Top

 

 

Flatter organization structure providing leaders with clear authority, accountability and responsibility.

 

 

Clear cultural expectations driving the highest standards of integrity and operational excellence.

Employee Expectations

LOGO

 

 

    2022 Proxy Statement   i


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Proxy Summary

 

Focus On Risk And Control Foundation And Resolving Legacy Issues

 

 

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.

 

 

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

 

LOGO

 

 

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

 

  ¡   

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

 

  ¡   

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

 

  ¡   

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

 

  ¡   

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

 

 

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.

Four Reportable Operating Segments

 

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

 

 

 

ii

  Wells Fargo & Company    


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Proxy Summary

 

Board Highlights

 

 

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.

 

 

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

 

  
         
 

LOGO

 

  

LOGO

  

 

 

LOGO

  

*   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

 

 

LOGO
         

    Highlights of Qualifications and Experience of our Director Nominees

 

 93%   64%    93%
   
     are independent   have financial services experience    have risk management experience

    

 

    

 

 

    2022 Proxy Statement   iii


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Proxy Summary

 

Our Director Nominees

 

 

 

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

 

         LOGO         

 

 

Steven D. Black  LOGO

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

 

 

 

 

   

 

  Age(1)   Director
Since
  Committee Memberships    Other Public
Company
Directorship

Name and Primary Occupation

  AC   FC   HRC   CRC    GNC    RC

LOGO

 

MARK A. CHANCY  LOGO

Retired Vice Chairman and Co-Chief Operating Officer, SunTrust Banks, Inc.

  57   2020        

 

   

 

    

 

      1

LOGO

 

CELESTE A. CLARK  LOGO

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

LOGO

 

THEODORE F. CRAVER, JR.  LOGO

Retired Chairman, President, and CEO, Edison International

  70   2018        

 

   

 

       

 

   1

LOGO

 

RICHARD K. DAVIS  LOGO    LOGO

President and CEO, Make-A-Wish America;

retired CEO and President, U.S. Bancorp

  64   N/A    

 

   

 

   

 

   

 

    

 

    

 

   2

LOGO

 

WAYNE M. HEWETT  LOGO

Senior Advisor, Permira; Chairman, DiversiTech Corporation and Cambrex Corporation

  57   2019    

 

   

 

             2

LOGO

 

CECELIA “CECE” G. MORKEN  LOGO    LOGO

Retired CEO and President, Headspace, Inc.

  64   N/A    

 

   

 

   

 

   

 

    

 

    

 

   2

LOGO

 

MARIA R. MORRIS  LOGO

Retired Executive Vice President and Head of Global Employee Benefits business, MetLife, Inc.

  59   2018    

 

   

 

     

 

    

 

      1

LOGO

 

FELICIA F. NORWOOD  LOGO    LOGO

Executive Vice President and President, Government Business Division, Anthem, Inc.

  62   N/A    

 

   

 

   

 

   

 

    

 

    

 

   0

LOGO

 

RICHARD B. PAYNE, JR.  LOGO

Retired Vice Chairman, Wholesale Banking,

U.S. Bancorp

  74   2019    

 

   

 

   

 

   

 

    

 

      0

LOGO

 

JUAN A. PUJADAS  LOGO

Retired Principal, PricewaterhouseCoopers LLP, and former Vice Chairman, Global Advisory Services, PwC Intl.

  60   2017    

 

     

 

   

 

    

 

      0

LOGO

 

RONALD L. SARGENT  LOGO

Retired Chairman and CEO, Staples, Inc.

  66   2017      

 

     

 

       

 

   2

LOGO

 

CHARLES W. SCHARF

CEO & President

Wells Fargo & Company

  57   2019    

 

   

 

   

 

   

 

    

 

    

 

   1

LOGO

 

SUZANNE M. VAUTRINOT  LOGO

President, Kilovolt Consulting Inc.; Major General (retired), U.S. Air Force

  62   2015    

 

   

 

   

 

      

 

      3

 

AC Audit Committee

  HRC Human Resources Committee    GNC Governance and Nominating Committee

FC Finance Committee

  CRC Corporate Responsibility Committee    RC Risk Committee

Chair         Member

  LOGO  Independent             LOGO New Director Nominee

 

(1) Age as of annual meeting date

 

 

iv

  Wells Fargo & Company    


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Proxy Summary

 

Shareholder Engagement

 

 

 

 

        

 

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

 

        

 

 

 

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

 

 

 

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.

 

 

Human Capital Management Highlights

 

 

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.

 

 

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.

 

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.

 

 

 

    2022 Proxy Statement   v


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Proxy Summary

 

2021 Executive Compensation Program Overview

 

 

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.

 

 

 

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

 

 
 

Sound Compensation Practices

Our executive compensation practices are designed to reinforce our pay-for-performance compensation philosophy and promote effective risk management.

 

     

      LOGO

 

 

 

 

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

   

      LOGO

 

 

 

 

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

 

 

 

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Table of Contents

Leadership, Strategy, and Business

 

Leadership

 

 

With the right leadership now in place, our Board continues its focus on overseeing management’s efforts to strengthen our Company by building an appropriate risk and control infrastructure. Our Board believes that the Company has a strong management team under the leadership of Charlie Scharf, with the experience and skills necessary for our success.

 

   LOGO   

         Charles W. Scharf         

 

 

             Chief Executive Officer

       
 

 

 

LOGO

 

In 2020, the Company announced an enhanced organizational structure to manage risk across the Company, including five line-of-business Chief Risk Officers reporting to the Company’s Chief Risk Officer, and the hiring of a new Chief Compliance Officer and Chief Operational Risk Officer.

 

 

    2022 Proxy Statement   1


Table of Contents

Leadership, Strategy, and Business

 

Strategy

 

 

As part of our strategic plan, we continue our focus on strengthening our foundation based on the following strategic pillars.

 

   

Risk and Control Culture

 

  We are focused on building and implementing an effective risk and control infrastructure across our Company

Operational Excellence

 

  We have set clear priorities for our management team and our employees

 

  We are focused on consistent, effective, and efficient execution as a core discipline

Customer-Centric Culture and Conduct

 

  We are guided by “Do what is right for our customers” at the center of everything we do

 

  We are focused on actions, not words

Technology and Innovation

 

  As our foundational work progresses, in parallel we are focused on building technology and digital solutions that will power our businesses over the longer term by investing for the future

Financial Strength

 

  In 2021, we made progress in improving our financial returns, including reducing our expenses and returning a significant amount of excess capital to our shareholders

 

  The strength of our balance sheet was evident throughout the year. Our capital and liquidity levels remained well above regulatory minimums and the results of the Federal Reserve stress tests and our internal stress tests confirmed our strong capital position

We continue to make progress in the execution of key initiatives aligned to our strategic pillars:

 

 

Our top priority remains building a risk and control infrastructure appropriate for our size and complexity

 

 

Over the past year, we have worked to simplify the Company by reviewing our businesses, exiting activities that are non-core, and focusing our efforts on building our core, scaled businesses

 

 

As we look ahead, our strategy is focused on leveraging our significant competitive strengths to provide a differentiated experience and value to our target client base

 

 

Ultimately, our goal is to transform our business model from one that is reliant on physical presence and interaction accentuated by technology solutions to one primarily driven by technology platforms enhanced by physical presence and interaction

 

Business

 

 

Wells Fargo & Company is a leading financial services company with approximately $1.9 trillion in assets, proudly serves one in three U.S. households and more than 10% of small businesses in the U.S., and is the leading middle-market banking provider in the U.S. We provide a diversified set of banking, investment, and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending; Commercial Banking; Corporate and Investment Banking; and Wealth and Investment Management. Wells Fargo ranked No. 37 on Fortune’s 2021 rankings of America’s largest corporations. In the communities we serve, the Company focuses its social impact on building a sustainable, inclusive future for all by supporting housing affordability, small business growth, financial health, and a low-carbon economy.

Strengths of our business include:

 

  Scale across all our core businesses

 

  Breadth of product offering

 

  Distribution and value of our customer relationships
  Diversification by customer, product, and geography within the U.S.

 

  Capacity to invest in technology, digital, marketing, and talent

 

  Strong brand presence
 

 

 

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Table of Contents

Our Investor Engagement Program

As part of our commitment to effective corporate governance practices, since 2010 we have maintained a robust investor outreach program with independent director participation to help us better understand the views of our investors on key corporate governance topics. In addition to engagement with our largest institutional investors, we have enhanced our engagement efforts with additional investors and stakeholders to hear their perspectives. The following chart highlights our investor engagement program and process for considering the feedback we receive.

 

 

BOARD-LED ENGAGEMENT PROGRAM

            

 

  Independent director participation since 2010

 

  Since our 2021 annual meeting, we engaged with institutional investors representing approximately 44% of our outstanding shares

 

  We held engagement meetings and calls with a significant number of our investors and other stakeholders to provide updates on the Company, discuss governance, executive compensation, and other matters, and hear their perspectives

 

  The feedback we receive from 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.

 

  Our CRC Chair and our CEO participate in meetings with our external Stakeholder Advisory Council

     

    

 

 

YEAR-ROUND ENGAGEMENT PROCESS

            

 

  Active outreach to institutional investors during the year as well as engagement meetings with investors and other stakeholders at their request to understand their priorities and concerns in the areas of corporate governance, executive compensation, environmental and sustainability matters, DE&I, and other matters

 

  Continual review of our governance practices and framework in light of best practices, recent developments, and regulatory expectations

 

  Provide our largest institutional investors with courtesy copies of periodic updates, including news of significant corporate governance and Board changes, as part of our ongoing engagement process

 

  Coordinated engagement efforts with Investor Relations and our Public Affairs function, which includes social impact and sustainability matters

   
            

 

REPORTING AND EVALUATION OF INVESTOR FEEDBACK

            

 

  Feedback from investor and other stakeholder engagement is summarized and shared with:

 

¡   the Board’s GNC, HRC, and CRC

 

¡    the full Board

 

¡   senior management

 

  Our Board conducts a comprehensive annual self-evaluation, which includes:

 

¡    consideration of investor and other stakeholder feedback on various matters such as our annual say on pay vote and other annual meeting voting results, and investor and stakeholder sentiment on various matters; and

 

¡   reviews of our governance practices using investor and other stakeholder feedback to identify areas for potential enhancement

 

 

       

 

TOPICS DISCUSSED SINCE 2021 ANNUAL MEETING

            

 

  Financial performance

 

  Business and strategy

 

  Community engagement

 

  Executive compensation program and disclosures

 

  Board oversight of risk and regulatory matters

 

  Board composition, including Board diversity

 

  Company performance and progress on regulatory matters

 

  ESG disclosures and practices, including the Company’s goal of net-zero greenhouse gas emissions—including financed emissions—by 2050

 

  DE&I goals and metrics

   

 

 

    2022 Proxy Statement   3


Table of Contents

Investor Engagement Program

 

Demonstrated Track Record of Responsiveness to Investors and Other Stakeholders 2018-2022

Our Board and our Company value and consider the feedback we receive from our investors and other stakeholders and have consistently acted to enhance our governance practices and transparency through our disclosures in response to those perspectives.

 

 

 

RISK & CONTROL

 

            

 

  Continued implementation of risk management framework, including enhanced reporting, management-level governance committee structure, and escalation processes in support of the Board’s risk oversight

 

 

   

 

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

 
 

 

 

 

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Investor Engagement Program

 

Demonstrated Track Record of Responsiveness to Investors and Other Stakeholders 2018-2022

 

   

 

ENHANCED ENVIRONMENTAL & SOCIAL PRACTICES

 

    

  

 

ENHANCED BUSINESS PRACTICES

   
 

            

 

 

  On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a low-carbon economy by setting a goal of net-zero greenhouse gas emissions—including financed emissions—by 2050

 

  Issued a $1 billion sustainability bond in May 2021, to support housing affordability, socioeconomic opportunity, and renewable energy (with bulk of fees going to diverse underwriting firms)

 

  Joined the Net-Zero Banking Alliance, re-affirming our commitment, and demonstrating our approach to aligning our Scope 3 financed emissions with net-zero by 20501

 

  Recognizing that management of human rights issues is an ongoing effort, in 2021 Wells Fargo undertook a Human Rights Impact Assessment to help us gain better insights into where our stakeholders perceive we have positive and negative human rights impacts

 

    

            

 

  Reorganized our management reporting into four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth and Investment Management

 

  Announced changes to our business organizational structure through the formation of five principal lines of business to enable the Company to more effectively pursue our goals and take advantage of opportunities with all line-of-business leaders reporting directly to our CEO

 

  Enhanced organizational structure to manage risk across the Company, including a new model with five line-of-business Chief Risk Officers (CROs) reporting to the Company’s CRO

 

  Creation of new Corporate Strategy, Digital Platform & Innovation team to enhance the Company’s focus on planning for the digital future and investing in the customer experience with its leader reporting directly to the CEO

 

  Creation of new Diverse Segments, Representation and Inclusion team to further the Company’s expanded commitment to DE&I, with its leader reporting directly to the CEO

 

 
 

 

   

 

ENHANCED DISCLOSURES

 

              

 

On Human Capital

 

  Published updates on the Company’s response to COVID-19, including through support of our customers, employees, and communities, available at https://stories.wf.com/series/wells-fargo-responds-covid-19/

 

  Increased disclosure about our human capital management and performance management program and compensation practices, including efforts and metrics to promote DE&I in our workforce

 

  Provided increased disclosure on our commitment to gender and racial/ethnic pay equity, our annual pay equity analysis, and oversight of our pay equity reviews by the HRC

 

On ESG

 

  Starting in 2020 and continuing in 2021, we enhanced ESG disclosures (available on the Corporate Responsibility Goals and Reporting page of our website at https://www.wellsfargo.com/about/corporate-responsibility/goals-and-reporting) to meet stakeholder expectations, including publication of the following reports in 2021:

 

¡   Social Impact and Sustainability Highlights, which summarized key ESG progress and activities from 2020

 

¡   Our 2021 ESG Report, ESG Goals and Performance Data, and GRI/SASB Index which include disclosure on progress toward 2020 goals, three-year data trends, linkage to GRI and SASB indicators, and EEO-1 information

 

  Published Wells Fargo’s inaugural Task Force on Climate-Related Financial Disclosures Report in February 2021, available at https://www08.wellsfargomedia.com/assets/pdf/about/corporate-responsibility/climate-disclosure.pdf

 

 

 

1   To learn more about the Net-Zero Banking Alliance’s approach, visit https://www.unepfi.org/wordpress/wp-content/uploads/2021/04/UNEP-FI-Guidelines-for-Climate-Change-Target-Setting.pdf

 

 

    2022 Proxy Statement   5


Table of Contents

Corporate Governance

Our Board of Directors

 

Item 1 – Election of Directors for a Term of One Year

 

 

Director Nominees for Election

Our Board has set the size of the Board and number of directors to be elected at the annual meeting at 14. Below are the names of, and detailed information on, the nominees who our Board believes bring the right mix of professional experiences, capabilities, and diverse perspectives to provide effective oversight and governance of our Company and management. All nominees are currently directors of Wells Fargo & Company and were elected by our shareholders at the 2021 annual meeting, except for Richard K. Davis, CeCelia “CeCe” G. Morken, and Felicia F. Norwood, who were nominated by the Board on February 28, 2022, and recommended to the GNC for consideration by third-party search firms engaged by the GNC. In addition to providing information on a number of potential director candidates, the third-party search firms reviewed and provided information about the new nominees for review by the GNC and our Board. On September 30, 2021, Charles H. Noski retired from the Board. Our Board is grateful to Mr. Noski for his dedication, service, and contributions as a director and independent Chairman of our Company. Our Board elected Steven D. Black to the role of independent Chairman of the Board, and supports Mr. Black continuing to serve in this role. In 2021, our Board also appointed Mr. Black to serve as Chair of the Finance Committee, Theodore F. Craver, Jr. to serve as Chair of the Audit Committee, and Wayne M. Hewett to serve as a member and as Chair of the GNC, and supports Messrs. Black, Craver, and Hewett continuing to serve in these capacities.

Our Board has determined that each nominee for election as a director at the annual meeting is an independent director, except for Charles W. Scharf, as discussed under the Director Independence section of this proxy statement. Directors are elected to hold office until our next annual meeting and until their successors are elected and qualified. All nominees have told us that they are willing to serve as directors. If any nominee is no longer a candidate for director at the annual meeting, the proxy holders will vote for the rest of the nominees and may vote for a substitute nominee designated by the Board, or our Board may reduce its size. In addition, as described under the Director Election Standard and Nomination Process section of this proxy statement, each director nominee has tendered his or her resignation as a director in accordance with our Corporate Governance Guidelines to be effective only if he or she fails to receive the required vote for election to our Board and our Board accepts the resignation.

 

 

Item 1 – Election of Directors

 

Our Board recommends that you vote FOR the election of each of the director nominees below for a one-year term.

 

      

 

 

 

 

 

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Corporate Governance

 

LOGO

Steven D. Black

 

Age: 69

Director since: April 2020

Independent Chairman of the Board

Other Current Public Company Directorships: Nasdaq, Inc.

Committees: Finance (Chair), Human Resources

 

 

Qualifications:

 

  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.

 

  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.

 

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

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.

LOGO

Mark A. Chancy

 

Age: 57

Director since: August 2020

Other Current Public Company Directorships: EVO Payments, Inc.

Committees: Audit, Finance, Risk

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

 

  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.

Experience:

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.

 

 

 

    2022 Proxy Statement   7


Table of Contents

Corporate Governance

 

LOGO

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:

 

  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.

 

  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.

 

  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.

 

  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.

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.

 

LOGO

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:

 

  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.

 

  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.

 

  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.

 

  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.

 

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

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.

 

 

 

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Corporate Governance

 

LOGO

Richard K. Davis

 

Age: 64

Independent Nominee

Other Current Public Company Directorships: Mastercard Incorporated; Dow Inc.

Committees: None

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

 

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

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.

LOGO

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:

 

  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.

 

  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.

 

  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.

 

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

Experience:

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.

 

 

 

    2022 Proxy Statement   9


Table of Contents

Corporate Governance

 

LOGO

CeCelia “CeCe” G. Morken

 

Age: 64

Independent Nominee

Other Current Public Company Directorships: Alteryx, Inc.; Genpact Ltd

Committees: None

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

 

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

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).

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Maria R. Morris

 

Age: 59

Director since: January 2018

Other Current Public Company Directorships: S&P Global Inc.

Committees: Human Resources, Risk (Chair)

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

 

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

Experience:

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.

 

 

 

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Felicia F. Norwood

 

Age: 62

Independent Nominee

Other Current Public Company Directorships: None

Committees: None

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

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.

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Richard B. Payne, Jr.

 

Age: 74

Director since: October 2019

Other Current Public Company Directorships: None

Committees: Risk

 

Qualifications:

 

  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.

 

  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.

 

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

Experience:

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.

 

 

 

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Juan A. Pujadas

 

Age: 60

Director since: September 2017

Other Current Public Company Directorships: None

Committees: Finance, Risk

 

 

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

 

  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.

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.

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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:

 

  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.

 

  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.

 

  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.

 

  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.

 

  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.

 

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

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.

 

 

 

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Charles W. Scharf

 

Age: 57

Director since: October 2019

Other Current Public Company Directorships: Microsoft Corporation

 

 

 

Qualifications:

 

  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.

 

  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.

 

  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.

 

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

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.

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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:

 

  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.

 

  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.

 

  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.

 

  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.

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).

 

 

 

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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:

 

   

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.

 

 

 

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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.

 

 

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Minimum Qualifications

Our Board has identified the following minimum qualifications for any new candidates for director:

 

       

Character and Integrity

        

CEO or Leadership Experience

        

Financial Literacy or Other Relevant Professional or Business Experience

        

Independent Thinking and Constructive Collegiality

Our Board believes that all of our nominees satisfy our director qualification standards and during the course of their business and professional careers have acquired extensive executive management experience in these and other areas, including those listed below.

 

 

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Additional Qualifications and Experience Identified by Our Board as Important to Our Business and Strategy

The GNC and our Board desire an appropriate balance of skills, knowledge, experience, viewpoints, and perspectives that are relevant to our business and strategy for our Board, as a whole. In addition to the minimum qualifications required for Board service under the Corporate Governance Guidelines, the following qualifications and experience have been identified by the Board through its annual self-evaluation process as desirable in light of Wells Fargo’s business, strategy, risk profile, and risk appetite.

Highlighted Categories of Additional Qualifications/Experience Identified Based on Relevance to Wells Fargo:

 

   

 

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Financial Services

Experience in consumer banking, wholesale/institutional, or other financial services

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Risk Management

Experience managing risks in a large organization, including specific types of risk (e.g., financial, cyber, compliance) or risks facing large financial institutions

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Human Capital Management

Experience in the management and development of human capital, including compensation and succession planning experience, which may be acquired through service in a human resources leadership role, as chief executive officer of a large organization, or other role involving significant human capital management issues

 

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Regulatory

Experience in regulatory matters or affairs, including as part of a regulated financial services firm or other highly regulated industry

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Strategic Planning, Business Development, Business Operations

Experience defining and driving strategic direction and growth and managing the operations of a business or large organization

 

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Global Perspective, International

Experience doing business internationally or focused on international issues and operations

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Corporate Governance

Experience in corporate governance matters, including through service as the executive or independent chair or lead director of a board of directors

 

 

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Board Qualifications and Experience Matrix

The following matrix highlights the specific skills and qualifications relied on most by the Board, and the absence of a designation does not mean a director does not possess that particular skill or qualification. Each director also contributes other important skills, expertise, experience, viewpoints, and personal attributes to our Board that are not reflected in the chart below.

 

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  *   Diversity characteristics based on information self-identified by each director to the Company.
  **   Based on completed years of service from date first elected to Board.

 

 

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Board Diversity

Although the GNC does not have a separate policy specifically governing diversity, as described in the Corporate Governance Guidelines and the GNC’s charter, the GNC will consider, in identifying first-time candidates or nominees for director, and in evaluating individuals recommended by shareholders, the current composition of our Board and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity, and other qualities and attributes with those of the other Board members. The GNC also incorporates this broad view of diversity into its director nomination process by taking into account all of the factors above.

In implementing its practice of considering diversity, the GNC may place more emphasis on attracting or retaining director nominees with certain specific skills or experience, such as industry, regulatory, operational, or financial expertise, depending on the circumstances and the composition of our Board at the time. Gender, race, and ethnic diversity also have been, and will continue to be, a priority for the GNC and our Board in its director nomination process because the GNC and our Board believe that it is essential that the composition of our Board appropriately reflects the diversity of the communities we serve.

The GNC believes that it has been successful in its efforts over the years to promote gender, race, and ethnic diversity on our Board. The GNC and our Board believe that our director nominees for election at our 2022 annual meeting bring to our Board a variety of different backgrounds, skills, professional and industry experience, and other personal qualities, attributes, and perspectives that contribute to the overall diversity of our Board. The charts below show the diversity of our director nominees. The Board expects to maintain its focus on Board diversity as well as other desired qualifications and experience identified by the Board in future director recruitment efforts.

The GNC and our Board will continue to monitor the effectiveness of their practice of considering diversity through assessing the results of any new director search efforts, and through the GNC’s and our Board’s annual self-evaluation processes in which directors discuss and evaluate the composition and functioning of our Board and its committees.

 

 

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Strong Independent Board Leadership

Our Board Leadership Structure

Taking into account feedback from our investors, Wells Fargo has had an independent Chairman separate from the CEO role since 2016. The Board has adopted, and annually reviews and approves, well-defined authority and responsibilities of the independent Chairman as reflected in the chart below.

In August 2021, Charles H. Noski retired as Chairman of the Board and remained as a director until September 2021. The Board elected Steven D. Black as our independent Chairman effective August 9, 2021. In addition to having an independent Chairman, our Board has a significant majority of independent directors (13 of the 14 director nominees are independent under the Director Independence Standards) and all members of our standing Board Committees are independent.

Annual Independent Chairman Selection

Our Board’s GNC is responsible for periodically evaluating our Board’s leadership structure and, based on the recommendation of the GNC, our Board selects the independent Chairman annually. Our Board believes that currently, our Board leadership structure with an independent Chairman with clearly defined authority and responsibilities shown in the chart below, provides strong independent leadership and oversight for our Company and our Board.

 

Areas of Authority/Responsibility of Independent Board Chair

Board Effectiveness

 

  Promoting the efficient and effective functioning of the Board

Board Agendas

and Information

 

  Approving Board meeting agendas and schedules

 

  Working with Committee Chairs to have coordinated coverage of Board responsibilities

 

  Facilitating communication between the Board and senior management, including advising the CEO and other members of senior management of the Board’s informational needs and approving the types and forms of information sent to the Board

Board Meetings and

Executive Sessions

 

  Presiding at meetings and executive sessions of the Board

 

  Calling and chairing special meetings of the Board and executive sessions or meetings of non-management or independent directors

Board Communications

and External Stakeholders

 

  Serving as the principal liaison among the independent directors, and between the independent directors and the CEO and other members of senior management

 

  Facilitating effective communication between the Board and shareholders

 

  Facilitating the Board’s review and consideration of shareholder proposals

 

  Serving as an additional point of contact for the Company’s primary regulators

 

  Presiding over each annual meeting of shareholders

Board Composition

and Membership

 

  Evaluating potential Board candidates along with the Chair of the GNC, and making director candidate recommendations to the GNC

 

  Advising on the membership of Board Committees and the selection of Committee Chairs

Advisory Role

 

  Serving as an advisor to the CEO

 

  Providing feedback to the CEO from executive sessions, as appropriate

CEO Performance Evaluation

 

  Participating, along with other directors, in the performance evaluation of the CEO

Ethics and Culture

 

  Setting the ethical tone for the Board and reinforcing a strong ethical culture

Company Strategy

 

  Leading the Board’s review of the Company’s strategic initiatives and plans and discussing the implementation of those initiatives and plans with the CEO

 

  Reinforcing the expectation for all Board members to stay informed about the strategy and performance of the Company

External Advisors

 

  Recommending the retention of advisors or consultants who report directly to the Board

 

 

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Director Election Standard and Nomination Process

Director Election Standard

Our By-Laws provide that directors will be elected using a majority vote standard in an uncontested director election (i.e., an election where, as of the record date, the only nominees are those nominated by our Board, such as at this meeting). Under this standard, a nominee for director will be elected to our Board if the votes cast for the nominee exceed the votes cast against the nominee. However, directors will be elected by a plurality of the votes cast in a contested election.

Under Delaware law, directors continue in office until their successors are elected and qualified or until their earlier resignation or removal. Our Corporate Governance Guidelines provide that our Board will nominate for election and appoint to fill Board vacancies or newly created directorships only those directors who have tendered or agreed to tender an irrevocable resignation that would become effective upon their failure to receive the required vote for election and Board acceptance of the tendered resignation. Each director nominee named in this proxy statement has tendered an irrevocable resignation as a director in accordance with our Corporate Governance Guidelines, which resignation will become effective if he or she fails to receive the required vote for election at the annual meeting and our Board accepts his or her resignation.

Our Corporate Governance Guidelines also provide that the GNC will consider the tendered resignation of a director who fails to receive the required number of votes for election, as well as any other offer to resign that is conditioned upon Board acceptance, and recommend to our Board whether or not to accept such resignation. The GNC, in deciding what action to recommend, and our Board, in deciding what action to take, may consider any factors they deem relevant. The director whose resignation is under consideration will abstain from participating in any decision of the GNC or our Board regarding such resignation. If our Board does not accept the resignation, the director will continue to serve until his or her successor is elected and qualified. Our Board will publicly disclose its decision on the resignation within 90 days after certification of the stockholder voting results.

Director Nomination Process

The GNC is responsible for leading the director nomination process, which includes identifying, evaluating, and recommending for nomination candidates for election as directors, regardless of who nominates a candidate for consideration. The goal of the GNC’s nominating process is to assist our Board in attracting and retaining competent individuals with the requisite leadership, executive management, financial, industry, and other expertise and who will act as directors in the best interests of our Company and its shareholders.

 

 

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Director Nomination Process

 

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Director Re-Nomination Process

As discussed under the Comprehensive Annual Evaluation of Board Effectiveness section of this proxy statement, the GNC considers the results of the Board’s annual self-evaluation, including the individual contributions of directors to the work of the Board and its Committees, in connection with its determination to nominate existing directors for reelection at each annual meeting of shareholders.

Process for Shareholders to Recommend Individuals as Director Nominees

The GNC will consider an individual recommended by one of our shareholders for nomination as a new director. In order for the GNC to consider a shareholder-recommended nominee for election as a director, the shareholder must submit the name of the proposed nominee, in writing, to our Corporate Secretary at: Wells Fargo & Company, MAC# 0193-610, 30 Hudson Yards, New York, NY 10001. All submissions must include the following information:

 

 

The shareholder’s name and address and proof of the number of shares of our common stock he or she beneficially owns;

 

 

The name of the proposed nominee and the number of shares of our common stock he or she beneficially owns;

 

 

Sufficient information about the nominee’s experience and qualifications for the GNC to make a determination whether the individual would meet the minimum qualifications for directors; and

 

 

Such individual’s written consent to serve as a director of our Company, if elected.

Our Corporate Secretary will present all shareholder-recommended nominees to the GNC for its consideration. The GNC has the right to request, and the shareholder will be required to provide, any additional information with respect to the shareholder-recommended nominee as the GNC may deem appropriate or desirable to evaluate the proposed nominee in accordance with the nomination process described above.

 

 

COMMUNICATING WITH OUR BOARD

                                                                         

 

Shareholders and other interested parties may communicate with our Board, including our Board’s independent Chairman or our non-employee or independent directors as a group, in the following ways:

 

  Sending an e-mail to BoardCommunications@wellsfargo.com, or

 

  Sending a letter to Wells Fargo & Company, P.O. Box 63750 or P.O. Box 63710, San Francisco, California 94163.

 

Additional information about communicating with our directors and our Board’s process for reviewing communications sent to it or its members is provided on our website at https://www.wellsfargo.com/about/corporate/governance/contact.

 

 

 

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Our Corporate Governance Framework

Our Board is committed to sound and effective corporate governance principles and practices. The Corporate Governance Guidelines adopted by the Board provide the framework for the governance of our Board and our Company. Our Board reviews its Corporate Governance Guidelines annually.

The following are fundamental aspects of our Board’s oversight responsibilities:

 

     

 

STRATEGIC PLAN, RISK TOLERANCE, AND FINANCIAL PERFORMANCE

                                                                                                                                                

 

  Review, monitor, and, where appropriate, approve the Company’s strategic plan, risk tolerance, risk management framework, and financial performance, including reviewing and monitoring whether the strategic plan and risk tolerance are clear and aligned and include a long-term perspective on risks and rewards that is consistent with the Company’s risk management framework

 

 

   
   
     

 

BOARD COMPOSITION, GOVERNANCE STRUCTURE, AND PRACTICES

                                                                                                                                           

 

  Maintain a Board composition, governance structure, and practices that support the Company’s risk profile, risk tolerance, and strategic plan, including having directors with diverse skills, knowledge, experience, and perspectives, and engaging in an annual self-evaluation process of the Board and its Committees

 

 

   
   
     

 

CEO AND OTHER SENIOR MANAGEMENT SUCCESSION PLANNING, PERFORMANCE, AND COMPENSATION

                                                                                                                                                                                                                       

 

  Select and engage in succession planning for the Company’s CEO and, as appropriate, other members of senior management

 

  Monitor and evaluate the performance of senior management, and hold senior management accountable for implementing the Company’s strategic plan and risk tolerance and maintaining the Company’s risk management and control framework

 

  Monitor and evaluate the alignment of the compensation of senior management with the Company’s compensation principles

 

   
   
     

 

INDEPENDENT RISK MANAGEMENT, INTEGRITY, AND REPUTATION

                                                                                                                                   

 

  Support the stature and independence of the Company’s Independent Risk Management (including Compliance), Legal, and Internal Audit functions

 

  Reinforce a culture of ethics, compliance, and risk management, and oversee the processes adopted by senior management for maintaining the integrity and reputation of the Company

 

   
   
   

 

BOARD REPORTING AND ACCOUNTABILITY

                                                                                          

 

  Manage and evaluate the information flow to the Board to facilitate the Board’s ability to make sound, well-informed decisions by taking into account risk and opportunities and to facilitate its oversight of senior management

 

  Work in consultation with management in setting the Board and Committee meeting agendas and schedules

 

 

 

 

    2022 Proxy Statement   23


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Corporate Governance

 

Our Corporate Governance Documents

Information about our Board’s and our Company’s corporate governance, including the following corporate governance documents, is available on our website at https://www.wellsfargo.com/about/corporate/governance

 

 

The Board’s Corporate Governance Guidelines, including its Director Independence Standards

 

 

Our Code of Ethics and Business Conduct applicable to our employees, including our executive officers, and directors

 

 

Charters for each of the Board’s standing Committees

 

 

How to contact the Board of Directors, which includes an overview of our Board Communication Policy describing how shareholders and other interested parties can communicate with the Board

 

 

Our By-Laws

Committees of our Board

Our Board has six standing Committees: Audit, Corporate Responsibility, Finance, Governance and Nominating, Human Resources, and Risk. The Board’s Committees act on behalf of the Board and report on their activities to the entire Board.

The Board appoints the members and Chair of each Committee based on the recommendation of the GNC. As part of Board succession planning, the Board approved the change in the Chair of the Finance Committee and the Chair of the Audit Committee, each effective April 27, 2021, and in light of Charles H. Noski’s retirement, the Board approved the change in the Chair of the GNC, effective August 9, 2021. The Board also approved the appointments of Mr. Black as a member of the HRC and Mr. Craver as a member of the GNC effective July 1, 2021, and of Mr. Chancy as a member of the Finance Committee effective March 1, 2022. The Board will continue to review committee membership as part of its ongoing consideration of Board and Committee composition. The chart below reflects the current standing Committee and subcommittee membership. Each current member of our standing Committees and each member in 2021 was independent and fulfilled the requirements applicable to each Committee on which they served.

In its annual review of Committee member assignments and Chair positions, the GNC considers best practices with respect to Committee refreshment and Committee Chair rotations. All of the Board’s six standing Committees have new Chairs since January 2017. The GNC also reviews a director qualifications and experience matrix for each Board committee to assist it in evaluating the collective experience of directors on each Committee in light of the particular committee’s oversight responsibilities. The collective qualifications and experience of directors on each committee are reflected in the charts under the Board Committee Composition and Oversight Responsibilities section of this proxy statement.

The Board has adopted a charter for each standing Board Committee that addresses its purpose, authority, and responsibilities and contains other provisions relating to, among other matters, membership and meetings. Each Committee may form and delegate, in its discretion, all or a portion of its authority to subcommittees of one or more of its members. As required by its charter, each Committee annually reviews and assesses its charter’s adequacy and reviews its performance, and is responsible for overseeing reputation risk related to its responsibilities. Committees may recommend to our Board charter amendments at any time.

Additional information about our Board’s six standing Committees, including their key responsibilities, appears below and a current copy of each committee’s charter is available on our website at: https://www.wellsfargo.com/about/corporate/governance/.

 

 

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The following table provides current membership information for each of our Board’s six standing Committees and the two subcommittees of the Risk Committee.

 

 

 

  Standing Board Committees     

 

  Subcommittees

Name

  Audit     

Corporate

Responsibility

  Finance        Governance &
Nominating
  Human     
Resources     
  Risk     

 

  Credit        Technology

Steven D. Black  LOGO   LOGO

   

 

   

 

  Chair    

 

  ·    

 

   

 

   

 

   

 

Mark A. Chancy  LOGO

  ·    

 

  ·    

 

   

 

  ·    

 

  ·    

 

Celeste A. Clark

   

 

  Chair    

 

  ·    

 

   

 

   

 

   

 

   

 

Theodore F. Craver, Jr.  LOGO   LOGO

  Chair    

 

  ·   ·    

 

   

 

   

 

   

 

   

 

Wayne M. Hewett  LOGO

   

 

  ·    

 

  Chair   ·   ·    

 

   

 

   

 

Maria R. Morris

   

 

   

 

   

 

   

 

  ·   Chair    

 

   

 

  ·

Richard B. Payne, Jr.

   

 

   

 

   

 

   

 

   

 

  ·    

 

  Chair    

 

Juan A. Pujadas

   

 

   

 

  ·    

 

   

 

  ·    

 

  ·   ·

Ronald L. Sargent

  ·    

 

   

 

  ·   Chair    

 

   

 

   

 

   

 

Suzanne M. Vautrinot

   

 

  ·    

 

   

 

   

 

  ·    

 

   

 

  Chair

Number of Meetings

  11   5   8   9   12   10    

 

  8   7

· = Member

 

LOGO   Effective April 27, 2021, Mr. Craver became Chair of the Audit Committee, succeeding Mr. Noski.

 

LOGO   Effective April 27, 2021, Mr. Black became Chair of the Finance Committee, succeeding Mr. Craver.

 

LOGO   Effective July 1, 2021, Mr. Black became a member of the HRC, and Mr. Craver became a member of the GNC.

 

LOGO   Effective August 9, 2021, Mr. Hewett became a member and chair of the GNC, succeeding Mr. Noski, who retired from our Board in September 30, 2021.

 

LOGO   Effective March 1, 2022, Mr. Chancy became a member of the Finance Committee.

Other Special Purpose Board Committees

From time to time, the Board may form special purpose committees to which the Board may delegate responsibility for oversight of particular matters.

 

 

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Board Committee Composition and Oversight Responsibilities

 

LOGO   

Audit Committee

Theodore F. Craver, Jr., Chair

 

  Members:

  Craver (Chair)

  Chancy

  Sargent

    

Number of

meetings in 2021:

11 (includes 1 joint meeting with each of the Risk Committee and former Credit Committee, and 3 joint meetings with Credit Subcommittee)

 

 

 

Primary Responsibilities:

  Assists our Board in fulfilling its responsibilities to oversee the integrity of our financial statements and the adequacy and reliability of disclosures to our shareholders and bank regulatory agencies, including our internal controls over financial reporting;

 

  Selects and evaluates our independent auditor, including its qualifications and independence, and approves all audit engagement fees and terms and all non-audit engagements of the independent auditor and engagement fees of any other external auditor for additional required audit, review, or attestation services;

 

  Approves the appointment and compensation of our Company’s Chief Auditor and oversees the performance and independence of the Chief Auditor and the Internal Audit function; and
  Assists the Board and the Risk Committee in the oversight of compliance with regulatory and legal requirements, including through periodic updates on regulatory examination reports and communications.

Independence: Our Board has determined that each member of the Audit Committee is independent, as independence for audit committee members is defined by NYSE and SEC rules.

Financial Expertise and Service Limits: Our Board has determined, in its business judgment, that all current members of the Audit Committee listed above are financially literate as required by NYSE rules and each current Audit Committee member qualifies as an “audit committee financial expert” as defined by SEC regulations. No Audit Committee member may serve on the audit committee of more than two other public companies.

 

 

 

 

LOGO   

Corporate Responsibility

Committee (CRC)

Celeste A. Clark, Chair

 

  Members:

  Clark (Chair)

  Hewett

  Vautrinot

    

Number of

meetings in 2021:

5

 

 

 

Primary Responsibilities:

  Oversees the Company’s significant strategies, policies, and programs on social and public responsibility matters, including environmental sustainability and climate change, human rights, and supplier diversity;

 

  Oversees the Company’s significant Government Relations strategies, policies, and programs, including the alignment of the Company’s political activities and contributions, significant lobbying priorities, and principal trade association memberships with the Company’s public policy objectives;
  Oversees the Company’s community development and reinvestment activities and performance;

 

  Oversees the Company’s social impact and sustainability strategy and impacts through the support of non-profit organizations by the Company or a Company-sponsored charitable foundation; and

 

  Monitors the state of the Company’s relationships and enterprise reputation with external stakeholders on social and public responsibility matters.
 

 

 

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LOGO   

Finance Committee

Steven D. Black, Chair

 

  Members:

  Black (Chair)

  Chancy

  Craver

  Pujadas

    

Number of

meetings in 2021:

8

 

 

 

Primary Responsibilities:

  Oversees the state of the Company’s interest rate risk and investment risk and the effectiveness of those risk management activities;

 

  Oversees the Company’s capital planning and adequacy process, forecasting, and key stress testing processes and activities and, in connection with that oversight responsibility, reviews information relating to
 

the Company’s financial forecast, financial performance, and liquidity;

 

  Reviews the Company’s capital levels, recommends to our Board the declaration of common dividends, the repurchase of securities, and the approval of significant capital expenditures; and

 

  Oversees recovery and resolution planning.
 

 

 

 

 

 

 

LOGO

  

Governance and Nominating Committee (GNC)

Wayne M. Hewett, Chair

 

  Members:

  Hewett (Chair)

  Clark

  Craver

  Sargent

    

Number of

meetings in 2021:

9

 

 

 

Primary Responsibilities:

  Assists our Board by identifying individuals qualified to become Board members and recommends to our Board nominees for director and Committee leadership and membership;

 

  Reviews and assesses our governance practices and the adequacy of our Corporate Governance Guidelines and recommends any proposed changes to the Board for approval;

 

  Oversees an annual evaluation of the performance of our Board and its Committees;

 

  Recommends to our Board a determination of each non-employee director’s “independence” under
 

applicable rules and guidelines;

 

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

 

  Oversees our Company’s engagement with shareholders and other interested parties concerning governance matters and works with our Board’s other committees in connection with shareholder engagement on matters subject to the oversight of such other Committees.

Independence: Our Board has determined that each member of the GNC is independent, as independence is defined by NYSE rules.

 

 

 

    2022 Proxy Statement   27


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LOGO   

Human Resources
Committee (HRC)

Ronald L. Sargent, Chair

 

  Members:

  Sargent (Chair)

  Black

  Hewett

  Morris

    

Number of

meetings in 2021:

12

 

 

 

 

Primary Responsibilities:

  Approves our Company’s compensation philosophy and principles, and discharges our Board’s responsibilities relating to our Company’s overall approach for incentive compensation and the compensation of our executive officers;

 

  Oversees our Company’s Incentive Compensation Risk Management (ICRM) program and practices for senior executives and employees in a position, individually or collectively, to expose our Company to material financial or reputational risk;

 

  Evaluates the CEO’s performance and approves and recommends the CEO’s compensation to our Board for approval and approves compensation for our other executive officers and any other officers or employees as the HRC determines appropriate;

 

  Oversees human capital risk and human capital management, including performance management, talent management, DE&I, pay equity, and succession planning for the CEO and other senior executives;

 

  Oversees our Company’s culture, including management’s efforts to foster ethical behavior and decision-making throughout our Company;
  Oversees our Company’s Code of Ethics and Business Conduct;

 

  Oversees actions taken by our Company regarding shareholder approval of executive compensation matters, including advisory votes on executive compensation; and

 

  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.

The HRC may delegate certain of its responsibilities to one or more HRC members or to designated members of senior management or Committees. The HRC has delegated certain authority to the Head of Human Resources and the Director of Compensation and Benefits (or their functional equivalent positions) for the administration of our Company’s benefit and compensation programs.

Independence: Our Board has determined that each member of the HRC is a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and is independent, as independence for compensation committee members is defined by NYSE rules.

 

 

 

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LOGO   

Risk Committee

Maria R. Morris, Chair

 

   Members:

   Morris (Chair)

   Chancy

   Hewett

 

  

Payne

Pujadas

Vautrinot

 

 

Number of

meetings in 2021:

10 (includes 1 joint meeting with the Audit Committee)

 

 

 

 

Primary Responsibilities:

  Oversees the Company’s risk management framework, including governance structures used by management to execute its risk management program, risk profile, risk appetite, and risk management effectiveness;

 

  Oversees management’s establishment and implementation of the risk management framework, including how the Company supports a strong risk management culture, manages and governs its risk, and defines the risk roles and responsibilities of the Company’s three lines of defense;

 

  Oversees significant policies, procedures, processes, controls, systems, and governance structures for the identification, measurement, assessment, control, mitigation, reporting, and monitoring of material risks facing the Company;

 

  Annually recommends to our Board for approval, and monitors adherence to, the Company’s statement of risk appetite;

 

  Reviews regular reports from the CRO and other members of management on emerging risks, escalated risks or issues, and other selected Company-wide risks and issues and/or risk topics;

 

  Reviews management’s assessment of the effectiveness of the Company’s risk management program;
  Oversees the Independent Risk Management function and the performance of the CRO and approves the appointment and compensation of the CRO;

 

  Oversees the Company’s material financial and non-financial risks; and

 

  Oversees and reviews updates from management on the state of Company risks including compliance risk, operational risk, model risk, market risk, conduct risk, liquidity and funding risks, reputation risk, strategic risk, and risks related to environmental sustainability and climate change.

Independence: Our Board has determined that each member of the Risk Committee is independent, as independence is defined by NYSE rules.

Risk Expertise: The Federal Reserve’s Enhanced Prudential Standards for large U.S. bank holding companies require at least one member of the Risk Committee to have experience identifying, assessing, and managing risk exposures of large financial firms. Our Board has determined, in its business judgment, that four members (Chancy, Morris, Payne, and Pujadas) have large financial institution risk management experience. In addition, other members of the Risk Committee bring additional risk management experience in specific areas, including technology/cyber (Pujadas and Vautrinot) and operations (Hewett).

 

 

 

 

LOGO   

Credit Subcommittee of the

Risk Committee

Richard B. Payne, Jr., Chair

 

  Members:

  Payne (Chair)

  Chancy

  Pujadas

    

Number of meetings
of former Credit
Committee in 2021:

8 (includes 4 joint meetings with the Audit Committee as well as 2 meetings as a Committee before becoming a Subcommittee)

 

 

 

Primary Responsibilities:

  Reviews and approves significant credit risk programs and/or policies;

 

  Oversees and receives updates and reports from management on the state of credit risk and general condition of credit risk management;

 

  Reviews management’s process for establishing the Company’s allowance for credit losses and the Company’s credit stress testing framework and related stress test results; and

 

  Oversees the organizational structure and resources of the Company’s Risk Asset Review (RAR) function and RAR’s examination of our Company’s credit portfolios.
 

 

 

    2022 Proxy Statement   29


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LOGO   

Technology Subcommittee

of the Risk Committee

Suzanne M. Vautrinot, Chair

 

  Members:

  Vautrinot (Chair)

  Morris

  Pujadas

    

Number of

meetings in 2021:

7

 

 

 

Primary Responsibilities:

  Oversees significant programs and/or policies supporting information security risk (including cybersecurity risk), technology risk, and data management risk; and
  Receives updates and reports on information security risk (including cybersecurity risk), technology risk (including related operational risk, such as resiliency risk), and data management risk, including the Company’s data management strategy and program, risk data governance, risk reporting oversight and governance, and cyber defense management program.
 

 

 

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Compensation Committee Interlocks and Insider Participation

 

Steven D. Black, Wayne M. Hewett, Donald M. James, Maria R. Morris, and Ronald L. Sargent served as members of the HRC during 2021. During 2021, no member of the HRC was an employee, officer, or former officer of the Company. None of our executive officers served in 2021 on the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of our Board or the HRC. As described under the Related Person Transactions section of this proxy statement, in 2021, some HRC members had banking or financial services transactions in the ordinary course of business with our banking and other subsidiaries.

 

Board and Committee Meetings; Annual Meeting Attendance

 

Directors are expected to attend all Board meetings and meetings of Committees on which they serve. Directors also are expected to attend each annual shareholders’ meeting. All of our current directors attended our Company’s 2021 annual shareholders’ meeting.

Our Board held 15 regular and special meetings, as well as additional update and informational sessions between Board meetings, during 2021. Attendance by our Board’s current directors at meetings of our Board and its Committees (including subcommittees) was 100% during 2021. Each current director who served as a director during 2021 attended 100% of the total number of 2021 meetings of our Board and Committees on which he or she served. Our Board met in executive session without management present during nine of its 2021 meetings. As described in the Strong Independent Board Leadership section of this proxy statement, the independent Chairman of our Board chairs executive sessions of the non-management and independent directors. During 2021, our former independent Chairman, Charles H. Noski, chaired executive sessions of the non-management and independent directors prior to his retirement from the Board in September 2021. Mr. Black, our current independent Chairman, now chairs such executive sessions.

 

Our Board’s Role in Risk Oversight

 

We measure and manage risk as part of our business, including in connection with the products and services we offer to our customers. Risk is the possibility of an event occurring that could adversely affect the Company’s ability to achieve its strategic or business objectives. The Company routinely takes risks to achieve its business goals and to serve its customers. These risks include financial risks, such as interest rate, credit, liquidity, and market risks, and non-financial risks, such as operational risk, which includes compliance and model risks, and strategic and reputational risks. Wells Fargo’s top priority is to strengthen our Company by building the right 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’s February 2, 2018 and the CFPB/OCC’s April 20, 2018 consent orders.

 

 

    2022 Proxy Statement   31


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Corporate Governance

 

Risk Governance

 

 

The information below summarizes the role and responsibilities of the Board, under the Company’s risk governance documents, and of senior management in governing risk, as well as their role and responsibilities in managing risk.

 

 

      

 

 

Role of the Board

 

The Board is responsible for overseeing the Company’s business, including its risk management. The role of the Board is to assess management’s performance, provide credible challenges, and hold senior management accountable for maintaining an effective risk management program and adhering to risk management expectations. The Company monitors its Risk Profile and Risk Appetite and the Board periodically reviews related reports and analysis.

 

Role of the Board Committees

 

The Board carries out its risk oversight responsibilities directly and through its Committees. All Board Committees, which are comprised solely of independent directors, report to the full Board about their activities, including risk oversight-related matters. Each Board Committee has defined authority and responsibilities for primary oversight of specific risks, as outlined in its respective charter, and works closely with management to understand and oversee our Company’s key risk exposures.

 

As part of the Board’s and its Committees’ annual self-evaluation process, each Committee annually reviews its respective charter in light of regulatory expectations, best practices, changes in the Company’s strategy, Risk Appetite, identified enterprise risks, updates to our Risk Management Framework, and director and Committee feedback. As a result of its continuing review of Committee responsibilities and oversight of risks, the Board has enhanced the risk oversight responsibilities of various Board Committees and will continue to review their oversight responsibilities as part of its annual self-evaluation process.

 

The Board believes that currently, its Board leadership structure with separate CEO and independent Chairman roles has the effect of enhancing our Board’s risk oversight because of the independent Chairman’s involvement in risk oversight matters, including through the Board agenda planning process. The Board also believes that Mr. Scharf’s experience and leadership of the Company’s business, including strategy aligned with risk, significantly contributes to our Board’s understanding and appreciation of risk issues.

 

Risk Committee

 

The Risk Committee approves the Company’s Risk Management Framework and oversees its implementation. It also monitors the Company’s adherence to its Risk Appetite and oversees the Independent Risk Management function and the performance of the CRO who reports functionally to the Risk Committee and administratively to the CEO.

  

 

RISK PROFILE

 

  Our Risk Profile is an assessment of the aggregate risks associated with the Company’s exposures and business activities after taking into consideration risk management effectiveness.

 

RISK APPETITE

 

  The Company’s Risk Appetite is the amount of risk, within its risk capacity, the Company is comfortable taking given its current level of resources. The Company’s statement of Risk Appetite is defined by senior management, approved by the Board and helps guide the Company’s businesses and risk leaders. The Company regularly monitors its risk appetite and the Board reviews reports which include risk appetite information and analysis.

 

RISK MANAGEMENT FRAMEWORK

 

  The Company’s Risk Management Framework sets forth the Company’s core principles for managing and governing its risk.

 

RISK MANAGEMENT EFFECTIVENESS

 

  Risk Management Effectiveness is the holistic measure of the quality and effectiveness of the Company’s risk management activities, including the functional or programmatic use of controls and capabilities to manage risks.

 

 

 

      

 

 

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Management Governance Committees

The Company has established management committees, including those focused on risk, that support management in carrying out its governance and risk management responsibilities. One type of management committee, a governance committee, is a decision-making body that operates for a particular purpose and may be overseen directly by, and/or report to, a Board committee.

In accordance with its charter, each management governance committee is expected to discuss, document, and make decisions regarding high-priority and significant risks, emerging risks, risk acceptances, and risks and issues escalated to it; review and monitor progress related to critical and high-risk issues and remediation efforts, including lessons learned; and report key challenges, decisions, escalations, other actions, and open issues as appropriate.

Enterprise Risk & Control Committee

The Enterprise Risk & Control Committee (ERCC) is a management governance committee that governs the management of all risk types. The ERCC is informed about risk and control issues, addresses escalated risks and issues, and actively oversees risk controls. It also provides regular updates to the Risk Committee regarding current and emerging risks and senior management’s assessment of the effectiveness of the Company’s risk management program.

The ERCC is co-chaired by the CEO and CRO, with membership comprised of the heads of our five principal lines of business (Consumer & Small Business Banking, Consumer Lending, Commercial Banking, Corporate & Investment Banking, and Wealth & Investment Management) and certain enterprise functions heads. The Chief Auditor or a designee attends all ERCC meetings. The ERCC has a direct escalation path to the Risk Committee. It also escalates interest rate risks and issues to the Finance Committee, and certain human capital risks and issues to the HRC. In addition, the CRO has the authority to escalate anything directly to the Board.

Line of Business and Enterprise Function Risk and Control Committees

Each principal line of business and enterprise function has a risk and control committee, which is a management governance committee with a mandate that aligns with the ERCC, but with its scope limited to the respective principal line of business or enterprise function. These committees focus on, and consider, risks that the respective line of business or enterprise function generates and is responsible for managing, and the controls each principal line of business or enterprise function is expected to have in place.

Risk Type and Risk Topic Committees

In addition to each risk and control committee, management governance committees dedicated to specific risk types or risk topics also report to the ERCC to help provide more comprehensive governance of risks.

Everyone Manages Risk

Every employee creates risk in the course of performing daily activities and is responsible for managing risk. Managing risk is everyone’s responsibility and in connection with that responsibility, every employee is required to comply with applicable laws, regulations, and Company policies.

 

 

    2022 Proxy Statement   33


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Risk Operating Model — Roles and Responsibilities

 

The Company has three lines of defense to manage risk: the front line, Independent Risk Management, and Internal Audit. Our risk operating model creates necessary interaction, interdependencies, and ongoing engagement among the lines of defense:

 

LOGO

 

Board Oversight of Cyber Risk

Information security is a significant operational risk for financial institutions such as Wells Fargo, and includes the risk arising from unauthorized access, use, disclosure, disruption, modification, or destruction of information or information systems. The Board is actively engaged in the oversight of the Company’s information security risk management and cyber defense programs. The Board’s Risk Committee has primary oversight responsibility for information security risk and approves the Company’s information security program, which includes the information security policy and the cyber defense program. A Technology Subcommittee of the Risk Committee assists the Risk Committee in providing oversight of technology, information security, and cybersecurity risks as well as data management risk, and business resiliency and disaster recovery risk. The Technology Subcommittee reviews and recommends to the Risk Committee for approval any significant programs and/or policies supporting information security risk (including cybersecurity risk), technology risk, and data management risk.

Additional information about our risk management, as well as the risk oversight responsibilities of the Board and its committees, including the Risk Committee, is described in the Financial Review—Risk Management section in our Annual Report on Form 10-K for the year ended December 31, 2021 and under the Committees of our Board section in this proxy statement.

Risk and Strategy

The CEO drives the Company’s strategic planning process, which identifies the Company’s most significant opportunities and challenges, develops options to address them, evaluates the risks and trade-offs of each, and articulates the resulting decisions in the form of our Company-wide strategic plan. The Company’s Risk Profile, risk capacity, Risk Appetite, and Risk Management Effectiveness are considered in the strategic planning process, which is closely linked with the Company’s capital planning process. The Company’s Independent Risk Management organization participates in strategic planning, providing challenge to, and independent assessment of, the risks associated with strategic initiatives. Independent Risk Management also independently assesses and challenges the impact of the strategic plan on risk capacity, Risk Appetite, and Risk Management Effectiveness at the principal line of business, enterprise function, and aggregate Company level. After review, the strategic plan is presented to the Board each year with Independent Risk Management’s evaluation.

Risk and Culture

Senior management sets the “tone at the top” by supporting a strong culture, defined by the Company’s expectations, that guides how employees should conduct themselves and make decisions. The Board holds senior management accountable for establishing and maintaining this culture and effectively managing risk. Senior management expects employees to speak up when they see something that could cause harm to the Company’s customers, communities, employees, shareholders, or reputation. Because risk management is everyone’s responsibility, all employees are expected and empowered to challenge risk decisions when appropriate and to escalate their concerns when they have not been addressed. Effective risk management is a central component of employee performance evaluations. The Company’s performance management and incentive compensation programs are designed to establish a balanced framework for risk and reward under core principles that employees are expected to know and practice. The Board, through its HRC, plays an important role in overseeing and providing credible challenge to the Company’s performance management and incentive compensation programs.

See the Performance Management and Incentive Compensation section in this proxy statement for additional information on the ways in which performance evaluations and incentive compensation decisions are tied to, and take into account, effective risk management.

 

 

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Management Succession Planning and Development

A primary responsibility of our Board is identifying and developing executive talent at our Company, particularly the CEO and other senior leaders of our Company. The Board has assigned to the HRC, as set forth in its charter, the responsibility to oversee the Company’s talent management and succession planning process, including the CEO evaluation and succession planning. The Board’s Corporate Governance Guidelines require that the CEO and management annually report to the HRC and the Board on succession planning (including plans in the event of an emergency) and management development. The Corporate Governance Guidelines also require that the CEO and management provide the HRC and the Board with an assessment of persons considered potential successors to certain senior management positions at least once each year.

The Board engages in an annual succession planning process through which it identifies potential management successors. Beginning in 2021, our talent review process for senior management roles also includes diverse talent reviews for business and enterprise function groups across the Company. In addition, in light of the COVID-19 pandemic, the HRC and the Board conducted emergency succession planning for the CEO and other key executive roles in March 2020. As part of the ongoing management succession planning process, the HRC assesses emergency succession plans.

As part of talent and succession planning, the Board uses defined attributes for the qualities the Board seeks in the CEO and other senior leaders. The HRC and the Board annually assess and update, as appropriate, those attributes as part of our succession planning process.

 

 

Annual Assessment Process

 

 

LOGO

 

 

 

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Comprehensive Annual Evaluation of Board Effectiveness

Each year, our Board conducts a comprehensive self-evaluation in order to assess its own effectiveness, review our governance practices, and identify areas for enhancement. Our Board’s annual self-evaluation also is a key component of its director nomination process and succession planning.

The GNC, in consultation with our independent Chairman, reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation process. The GNC has continued to enhance the Board’s self-evaluation process based on director feedback, best practices, experience, and regulatory expectations.

As provided in their respective charters, each of our Board’s standing Committees also conducts a separate self-evaluation process annually. Our Board’s and each Committee’s self-evaluation includes a review of the Corporate Governance Guidelines and its Committee charter, respectively, to consider any proposed changes.

The GNC considers each year whether to engage a third party to assist the Board in conducting its self-evaluation. In each of 2021, 2020, 2018 and 2017, the Board engaged a third party to facilitate its annual self-evaluation. In 2020 and again in 2021, the GNC and the Board decided to engage Simpson Thacher & Bartlett LLP to facilitate the Board’s and each Committee’s 2021 self-evaluations. The process included individual interviews with each of the directors and discussions of the results of the Board and Committee self-evaluations with both the GNC and the Board.

Ongoing Enhancements Based on Self-Evaluation Results

 

We continue to make changes and enhancements based on feedback from the Board and Committee self-evaluations, including the following:

 

  Continuing to focus on recruiting directors with the skills and experience identified by the Board as desirable in light of the needs of the Company, its strategy and risk profile, the importance of Board diversity, and ongoing enhancement of Board succession planning processes

 

  Continuing to evaluate the individual contributions of directors to the Board and its Committees

 

  Prioritizing Board and Committee meeting agendas to allow sufficient time for discussion of our business, strategy, regulatory matters, and key issues and risks
  Ongoing improvement of the focus and quality of management reports to the Board and Committees, including risk reports, to streamline meeting materials and highlight the most important information

 

  Enhancing new director orientation and director training, including training on compliance topics, and topics relevant to Committee assignments

 

  Continuing to assess and enhance the tools and processes that the GNC and the Board use, including to evaluate Board and Committee composition and structure.
 

 

 

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Board Self-Evaluation Process – How Candid Feedback is Obtained

The following chart reflects the key components of the Board’s annual self-evaluation process. Additional information on the topics covered in the scope of the evaluation follows.

 

 

LOGO

 

 

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Topics Covered in the Scope of the Board Self-Evaluation

In 2021, the Board self-evaluation included an assessment of the following topics, among others:

 

   

Board Performance

and
Effectiveness

    

Evaluation of the Board’s efforts with respect to the following responsibilities:

 

  Setting clear, aligned, and consistent direction regarding strategy and risk appetite

 

  Directing senior management regarding the Board’s information needs

 

  Overseeing and holding senior management accountable

 

  Supporting the independence and stature of Independent Risk Management (including compliance and operational risk) and Internal Audit

 

  Maintaining a capable Board composition and governance structure

 

Evaluation of Board performance relating to the following:

 

  Board performance as a team, including active engagement of management, challenging management when appropriate, and the quality of the Board decision-making process

 

  Contributions of individual directors to the work of the Board and its committees, potential areas for improvement, and how those contributions could be enhanced

 

  Quality and candor of Board discussions and deliberations, including encouragement of diverse views, how Board discussions and deliberations could be improved, and the level of preparedness of the Board for such discussions

 

  Quality of committee reports to the full Board

Board Composition, Structure, and Meetings

    

  Board size and mix of skills, knowledge, experience, perspectives, tenure, background, and diversity among directors, including in light of any changes in the Company’s strategy, risk profile, and risk appetite

 

  Criteria for selecting new Board members, including those skills, experiences, and backgrounds that should be prioritized

 

  Committee structure, including number, roles, and responsibilities

 

  Frequency and quality of Board meetings and executive sessions of independent directors

 

  Board agenda planning, including agenda content, organization, and time allocation

Management Interactions and Board and Committee Materials

    

  Quality, level of detail, timeliness, and usefulness of Board materials and management reporting at and prior to Board and Committee meetings and any potential enhancements

 

  Access to management, including members of independent risk management, and quality and effectiveness of those interactions, both at and in between Board meetings

 

  Responsiveness of senior management and other staff to Board feedback

 

  Escalations from management and opportunities for enhancing Board practices of addressing escalated matters

 

  Level and performance of staff and related support for Board meetings and functions

Effectiveness of Risk Management, including
Compliance and Operational

Risk Management

    

  Communications with management related to the Company’s risk tolerance, risk management, and controls

 

  Board oversight of independent risk management (including compliance and operational risk) and front-line control functions

 

  Quality of reports to the Board relating to risk management

 

 

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Tone at the
Top

    

  Board’s role in establishing the tone at the top

 

  The current tone as compared to what the tone should be

 

  Level of consistency of the tone throughout all levels of the organization

Key Board Responsibilities

    

  Communication with the CEO

 

  Board members’ knowledge of the Company

 

  Board’s role in determining and monitoring Company strategy, including the process, format, and materials for the Board’s strategy sessions

 

  Board evaluation of the CEO and management, including compensation, and management succession planning

 

  Effectiveness of the Board’s self-evaluation process

 

  Board refreshment and Board succession planning

 

  Board members’ knowledge of and access to information regarding industry, regulatory, and economic trends

Board Leadership
Structure

    

  Board leadership structure

 

  Ideal characteristics of an independent Chair and potential successors for that role

 

  Performance and leadership provided by the independent Chairman

Individual Director’s
Views and Preferences

    

  Individual director’s views on his or her current role on the Board, including any Committee assignment preferences

 

  Personal performance assessment as a Board member and ideas for enhancement

Training and Orientation

    

  Form of director training and effectiveness of past training sessions and programs

 

  Specific areas in which the Board and Committees would benefit from additional training or education

 

  Quality of the orientation program for new Board and Committee members

Access to Third-Party
Advisors

    

  Board access to third-party advisors and consultants

 

  Appropriate level of reliance on third-party advisors and consultants

Governance and Best
Practices

    

  Governance practices, including review of the Board’s Corporate Governance Guidelines

 

  Best practices for boards generally, including based on directors’ observations in other board contexts

Board Succession Planning

Our Board’s succession planning process is designed so that the composition of the Board aligns with the Company’s needs as its strategy, risk appetite and risk profile evolve. Succession planning also addresses Board and Committee leadership, the composition of the Board’s Committees, upcoming retirements under our director retirement policy, our commitment to Board diversity, and recruiting strategies for adding new directors, including with banking and financial services experience. In its succession planning, the GNC and our Board consider a number of factors in evaluating the composition of the Board, as indicated below, along with other factors the Board deems appropriate.

 

 

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Key Board Succession Planning Considerations

 

 

LOGO

Board Succession Planning Framework

Our Board conducts formal succession planning annually and has adopted a Board Succession Planning Framework to assist the Board in this process. As part of the succession planning framework, the Board evaluates the evolving needs of the Company and the composition of the Board. Key factors considered in this annual evaluation are discussed in the table below.

 

Factor Considered

   What the Board Evaluates    For More Information

Company Strategy and Risks

  

  How current and evolving risks may create needs for particular qualifications and experience on the Board and its committees, including relevant banking, bank regulatory, and financial services experience

   See Risk Governance.

Board Self-Evaluations

  

  Each individual director’s performance and contributions to the work of the Board and its Committees

 

  

 

See Comprehensive Annual Evaluation of Board Effectiveness.

Director Attendance and Participation

 

  

  The ability of directors to effectively participate in Board meetings and responsibilities in light of their personal circumstances and other time commitments

   See Board and Committee Meetings; Annual Meeting Attendance.

 

Essential Skills and Expertise

  

  Mix of skills, knowledge, experience, and perspectives necessary to support the Company’s strategy and risk profile

   See Board Composition, Qualifications and Experience.

Diversity

  

  Mix of backgrounds, industry, professional experience, personal qualities and attributes, and geographic and demographic communities represented

   See Board Diversity.

Director Tenures

  

  Average tenure and overall mix of individual director tenures of the Board to achieve an appropriate balance of new perspectives and institutional knowledge and insight

 

  Tenure on Committees and in Committee leadership roles

  

See Director Tenure and Retirement Age Policies.

 

 

Retirement Policy

  

  Maintaining an appropriate balance of tenure, experience, and perspectives on the Board

   See Director Tenure and Retirement Age Policies.

 

 

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Director Tenure and Retirement Age Policies             

 

  The Board’s Corporate Governance Guidelines reflect the Board’s recognition of the importance of periodic Board refreshment and maintaining an appropriate balance of tenure, experience, and perspectives on the Board.

 

  The Board values the contributions of both newer perspectives as well as directors who have developed extensive experience and insight into the Company, and as a result does not believe arbitrary term limits are appropriate.

 

  The Board believes that directors should not have an expectation of being renominated annually and that the Board’s annual self-evaluation is a key component of its director nomination process.

 

   

 

LOGO

  As reflected in our Corporate Governance Guidelines, our Board established the retirement age of 72 for directors with the understanding that directors may not necessarily serve until their retirement age. Our Board’s retirement age policy is intended to facilitate our Board’s recruitment of new directors with appropriate skills, experience, and backgrounds and provide for an orderly transition of leadership on our Board and its Committees.

 

  Our focus on Board refreshment and its benefits is reflected in our updates to Board and Committee composition and leadership. Specifically:

 

¡   A number of new directors have joined the Board within the last five years, bringing fresh perspectives, diverse experiences, and new insights to enhance the effective oversight of our strategy. Since 2019, Messrs. Black, Chancy, Davis, Hewett and Payne, and Mses. Morken and Norwood have enhanced the Board’s financial services, financial reporting, regulatory, risk management, and business operations skills and experience.

 

¡  In 2021, the Board appointed a new independent Chairman, and 50% of its Committees transitioned to new Chairs to encourage active and rigorous engagement by their leadership.

Under the retirement age policy, non-management directors will not be nominated for election for a term that would begin after the director’s 72nd birthday, although the GNC may recommend and the Board may approve the nomination of a non-management director after the age of 72 if, due to special or unique circumstances, it is in the best interests of the Company and its shareholders that the director continue to be nominated for reelection to the Board. One of the Board’s director nominees, Richard B. Payne, Jr., will be age 74 at the time of the Company’s 2022 annual meeting. Consistent with our disclosure made at the time Mr. Payne was initially elected to the Board in October 2019 and in connection with the Board’s nomination of him for election by shareholders at our 2020 and 2021 annual meetings, the Board, based on the recommendation of the GNC, determined to nominate Mr. Payne for election at the 2022 annual meeting to serve as a director of the Company in light of the particular skills and experience that he brings to the Board.

In determining that Mr. Payne’s nomination is in the best interests of the Company and its shareholders, the Board considered, among other factors, his substantial corporate and commercial banking experience (which spans approximately 40 years), extensive knowledge of the bank regulatory environment for large financial institutions, and risk management and credit expertise. Mr. Payne is a member of the Risk Committee and the chair of its Credit Subcommittee. Mr. Payne regularly and effectively contributes as a member of the Risk Committee, and he has consistently demonstrated strong, astute leadership as the chair of the Credit Subcommittee. See Committees of Our Board.

Director Orientation Process and Continuing Education

New Director Orientation

All new directors on our Board receive an orientation to the Company and training that is individually tailored, taking into account the director’s experience, background, education and committee assignments. Our new director orientation program is led by members of senior management, in consultation with the independent Chairman of our Board and each of our new directors, and covers a review of our five principal lines of business, strategic plan, financial statements, risk management framework and significant risks, regulatory matters, corporate governance and key policies and practices (including our Code of Ethics and Business Conduct), as well as the roles and responsibilities of our directors.

Ongoing Director Training

The Board and its Committees participate in and receive various forms of training and education throughout the year, including business update sessions; management presentations on the Company’s businesses, services, and products; and information on

 

 

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industry trends, regulatory developments, best practices, and emerging risks in the financial services industry. Other educational and reference materials on governance, regulatory, risk, and other relevant topics are regularly included in Board and Committee meeting materials and maintained in an electronic library available to directors.

Continuing Director Education

We also encourage our directors to attend outside director and other continuing education programs and make available to directors information on director education programs that might be of interest on developments in our industry, corporate governance, regulatory requirements and expectations, the economic environment, or other matters relevant to their duties as a director of our Company.

Structure of our Director Compensation Program

The GNC and the Board review our director compensation program annually. For 2021, the annual cash retainer remained unchanged since 2007 and the annual equity award amount remained unchanged since 2015.

2021 Cash Compensation

The following table shows the components of cash compensation paid to non-employee directors in 2021. Cash retainers and fees are paid quarterly in arrears. Any non-employee director who joins the Board during the year receives a prorated annual cash retainer.

 

2021 Component

Amount ($)

Annual Cash Retainer

  75,000

Annual Independent Chairman Retainer1

  250,000

Annual Committee Chair Fees

 

 

 

Each of Audit and Risk Committee

  40,000

Each of CRC, Finance Committee, GNC and HRC

  25,000

Regular or Special Board or Committee/Subcommittee Meeting Fee2

  2,000

 

(1)   The Board’s independent Chairman receives a $250,000 annual retainer, in lieu of any Committee Chair fee the independent Chairman might otherwise receive.

 

(2)   Includes standing Committee/subcommittee meetings as well as special purpose committee meetings not held concurrently with or immediately prior to or following a Company Board or Committee/subcommittee meeting.

Directors of Wells Fargo Bank, National Association, a wholly owned subsidiary of our Company (WFBNA), received an additional $10,000 annual cash retainer. The chair of the WFBNA Board’s Regulatory Compliance Oversight Committee, to which each of WFBNA’s Board and the Company’s Board have delegated oversight of compliance with various regulatory consent orders, also received a chair fee of $25,000.

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.

Deferral Program

For 2021, non-employee directors were able to defer all or part of their cash compensation and stock awards. Cash compensation could be deferred into either an interest-bearing account or common stock units with dividends reinvested. The interest rate paid in 2021 on interest-bearing accounts was 0.89%. Stock awards could be deferred only into common stock units with dividends reinvested. Deferred amounts are paid either in a lump sum or installments, as elected by the director.

Stock Ownership Policy

Our Board has adopted a director stock ownership policy that each non-employee director, within five years after joining our Board, must own shares of our common stock having a value equal to five times the annual cash retainer and maintain at least that ownership level while a member of our Board and for one year after service as a director ends. Each director who has been on our Board for five years or more exceeded this ownership level as of December 31, 2021, and each director who has served less than five years is on track to meet this ownership level.

 

 

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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.

Compensation Changes for 2022

Following an analysis by Meridian of our non-employee director compensation program, including in comparison to the Labor Market Peer Group, and upon the recommendation of the GNC, our Board has approved changes to our non-employee director compensation program. The changes include discontinuing Board, Committee and subcommittee meeting fees except for meetings in excess of twelve per year; increasing the value of the annual stock award to $240,000; increasing most Committee Chair fees; and increasing the annual cash retainer to $100,000, with each such change being effective April 1, 2022. Additionally, effective January 1, 2023, we will begin paying the independent Chairman’s annual retainer entirely in Company common stock, and requiring deferral of both that retainer and the annual stock awards granted to each director until such director leaves the Board. The changes are designed to result in equity compensation constituting a majority of non-employee director compensation.

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.

 

 

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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

 

               

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  

 

(1)   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.

 

(2)   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.

 

 

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(3)   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:

 

     

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

 

(4)   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.

 

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

 

 

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Information About Related Persons

 

Related Person Transactions

 

 

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.

 

 

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Information About Related Persons

 

Related Person Transaction Policy and Procedures

 

 

Our Board has adopted a written policy and procedures for the review and approval of transactions between our Company and its related persons and/or their respective affiliated entities. We refer to this policy and these procedures as our Related Person Transaction Policy. “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:

 

 

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

 

 

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

 

 

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

We refer to these transactions, arrangements, or relationships in the Related Person Transaction Policy as “Interested Transactions.” 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:

 

  Lending and other financial services transactions with related persons or their affiliated entities that comply with applicable banking laws and are in the ordinary course of business, non-preferential, and do not involve any unfavorable features;

 

  Employment of 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;

 

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

 

  Transactions with another entity at which a related person’s only relationship with that entity is as a director, limited partner, or beneficial owner of less than 10% of that entity’s ownership interests (other than a general partnership interest);
  Transactions with another entity at which a related person’s only relationship with that entity is as an employee (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;

 

  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

 

  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.
 

 

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.

 

 

    2022 Proxy Statement   47


Table of Contents

Ownership of Our Common Stock

 

Directors and Executive Officers

 

 

Stock Ownership Requirements and Other Policies

Stock Ownership Requirements

To reinforce the long-term perspective of stock-based compensation and emphasize the relationship between the interests of our directors and executive officers with your interests as shareholders, we require our non-employee directors and our executive officers to own shares of our common stock. Our Board has adopted robust stock ownership policies that apply to our directors and executive officers as summarized in the chart below.

 

       
 

EXECUTIVE OFFICER STOCK OWNERSHIP POLICY REQUIREMENTS

 

            

 

While employed by the Company and for one year following retirement, our executive officers must hold shares of Wells Fargo common stock equal to at least 75% of the after-tax profit shares (assuming a 50% tax rate) acquired upon the exercise of stock options or upon the distribution of other stock-based awards if the total value of Wells Fargo common stock the executive owns is less than three times cash salary (six times cash salary for the CEO) (the minimum threshold amount), and at least 50% of such after-tax profit shares if the total value of Wells Fargo common stock the executive owns is greater than the applicable minimum threshold amount.

 

     

DIRECTOR STOCK OWNERSHIP POLICY REQUIREMENTS

 

            

 

After five years on the Board, each non-employee director must own stock having a value equal to five times their annual cash retainer, and maintain at least that stock ownership level while a member of the Board and for one year after service as a director terminates.

 

Shares counted toward ownership include shares a non-employee director has deferred pursuant to the Directors Stock Compensation and Deferral Plan (Directors Plan), shares (or share equivalents) an executive officer holds in the Company 401(k) Plan, Supplemental 401(k) Plan, Deferred Compensation Plan, Direct Purchase and Dividend Reinvestment Plan, and shares owned by an executive officer’s spouse. Executives also may include the value of 50% of the target number of Wells Fargo common shares subject to his or her unvested full-value stock-based awards. Compliance with these stock ownership requirements is calculated annually and reported to the GNC (for non-employee directors) or to the HRC (for executive officers).

Anti-Hedging Policies

To further strengthen the alignment between stock ownership and your interests as shareholders, our Code of Ethics and Business Conduct requirements prohibit all employees, including our executive officers and directors from engaging in derivative or hedging transactions involving any Company securities, including our common stock. This hedging prohibition with respect to Company securities applies to any type of transaction in securities that limits investment risk with the use of derivatives, such as options, puts, calls, futures contracts, or other similar instruments.

No Pledging Policy

Our Board has adopted policies which are reflected in our Corporate Governance Guidelines that prohibit our directors and executive officers from pledging Company equity securities as collateral for margin or other similar loan transactions.

 

 

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Ownership of Our Common Stock

 

Director and Executive Officer Stock Ownership Table

The following table shows how many shares of common stock our current directors and nominees for director, our named executives, and all directors, director nominees, and executive officers as a group beneficially owned on February 23, 2022, and the number of shares they had the right to acquire within 60 days of that date, including restricted share rights (RSRs) that are scheduled to vest within 60 days of that date. This table also shows, as of February 23, 2022, the number of common stock units credited to the accounts of the directors, director nominees, named executives, and executive officers as a group under the terms of the benefit and deferral plans in which they participate but which are not deemed beneficially owned under SEC rules as of February 23, 2022. None of our directors, named executives, or executive officers, individually or as a group, beneficially own more than 1% of our outstanding common stock.

 

   
 

 

  Amount and Nature of Beneficial Ownership(1)      

 

     

 

     

 

 

Name

 

Common Stock

Owned(2)(3)
(a)

    Unvested
Common Stock
Units(4)
(b)
    Other
Common Stock
Units(5)(6)
(c)
   

Total

Beneficial
Ownership(7)

(d)

   

Additional

Common Stock

Units(8)(9)

(e)

   

Total

(f)

 

Non-Employee Directors and Director Nominees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven D. Black

    126                   126       18,911       19,037  

Mark A. Chancy

    896             7,478       8,374       8,005       16,379  

Celeste A. Clark

    4,022                   4,022       25,521       29,543  

Theodore F. Craver, Jr.

    21,817                   21,817       8,980       30,797  

Richard K. Davis

    644                   644             644  

Wayne M. Hewett

    101                   101       26,559       26,660  

CeCelia “CeCe” G. Morken

                                   

Maria R. Morris

    1,451             1,377       2,828       16,753       19,581  

Felicia F. Norwood

                                   

Richard B. Payne, Jr.

    212                   212       13,019       13,231  

Juan A. Pujadas

    19,813                   19,813             19,813  

Ronald L. Sargent

    18,131                   18,131       46,295       64,426  

Suzanne M. Vautrinot

    12,241                   12,241       18,753       30,994  

Named Executives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles W. Scharf*

    316,771                   316,771             316,771  

Michael P. Santomassimo

    68,249                   68,249             68,249  

Scott E. Powell

    74,579       1,714             76,293             76,293  

Jonathan G. Weiss

    203,568       23,850             227,418             227,418  

Ather Williams III

    83,664                   83,664             83,664  

All directors, director nominees, named executives, and executive officers as a group (30 persons)(10)

    1,601,062       147,704       9,541       1,758,307       189,578       1,947,885  

 

*   Mr. Scharf also serves as a director.

 

(1)   Unless otherwise stated in the footnote below, each of the named individuals and each member of the group have sole voting and investment power for the applicable shares of common stock shown in the table.

 

(2)   The amounts shown for named executives and executive officers include shares of common stock allocated to the account of each named executive and executive officer under the Company’s 401(k) Plan as of February 23, 2022.

 

(3)   For the following directors, named executives, and for all directors, director nominees, named executives, and executive officers as a group, the amounts shown include certain shares over which they may have shared voting and investment power: Mark A. Chancy, 609 shares held in a joint account; Theodore F. Craver, Jr., 21,728 shares held in a trust of which he is a co-trustee; Scott E. Powell, 38,287 shares held in a joint account; Michael P. Santomassimo, 1,000 shares held in his spouse’s IRA; Charles W. Scharf, 209,317 shares held in a joint account; Suzanne M. Vautrinot, 12,129 shares held in a trust of which she is a co-trustee; Ather Williams III, 83,664 shares held in a joint account; and all directors, director nominees, named executives, and executive officers as a group, 826,230 shares.

 

 

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Ownership of Our Common Stock

 

(4)   The amounts shown represent RSRs that are scheduled to vest pursuant to the applicable award agreements within 60 days of February 23, 2022, subject to the terms and conditions of the award.

 

(5)   Includes 686 whole common stock units credited to an executive officer’s account as of February 23, 2022 under the terms of the Deferred Compensation Plan that would be paid in shares of common stock within 60 days of February 23, 2022 were the individual to have retired on such date, assuming a valuation date of February 23, 2022.

 

(6)   For non-employee directors, represents common stock units credited to their accounts as of February 23, 2022 pursuant to deferrals made under the terms of the Directors Plan and which such director has elected to have paid out in shares of common stock within 60 days of February 23, 2022.

 

(7)   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.

 

     

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  

 

(8)   For named executives and executive officers, represents whole common stock units credited to their accounts as of February 23, 2022 under the terms of the Supplemental 401(k) Plan and/or Deferred Compensation Plan that would be paid in shares of common stock more than 60 days after February 23, 2022 were the individual to have retired on such date, assuming a valuation date of February 23, 2022 for purposes of the Deferred Compensation Plan: 5,184 shares of common stock under the Supplemental 401(k) Plan and 1,598 shares of common stock under the Deferred Compensation Plan.

 

(9)   For non-employee directors, represents common stock units credited to their accounts as of February 23, 2022 pursuant to deferrals made under the terms of the Directors Plan that would be paid in shares of common stock more than 60 days after February 23, 2022 were the individual to have retired on such date.

 

(10)   Felicia F. Norwood owns 137 shares of 4.75% Non-Cumulative Perpetual Class A Preferred Stock, Series Z, 225 shares of 4.25% Non-Cumulative Perpetual Class A Preferred Stock, Series DD, 118 shares of 6.625% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock, Series R, 498 shares of 5.85% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock, Series Q, 10 shares of 7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L, and 138 shares of 4.70% Non-Cumulative Perpetual Class A Preferred Stock, Series AA. One of our executive officers also owns 25 shares of 7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L.

 

Principal Shareholders

 

 

The following table contains information regarding the only persons and groups we know of that beneficially own more than 5% of our common stock as of February 25, 2022.

 

     

Name and Address

of Beneficial Owner(1)(2)

(a)

 

Amount and Nature

of Beneficial Ownership

of Common Stock(1)(2)

(b)

      

Percent

of Common

Stock Owned(1)(2)

(c)

 

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, Pennsylvania 19355

    325,460,566          8.56%  

BlackRock, Inc.

55 East 52nd Street

New York, New York 10055

    282,952,036          7.44%  

 

(1)   Based on a Schedule 13G/A filed on February 9, 2022 with the SEC by The Vanguard Group, Inc. to report beneficial ownership as of December 31, 2021. The Vanguard Group has sole voting power over none of the shares and shared voting power over 6,073,524 of the shares. The Vanguard Group has sole dispositive power over 309,863,780 of the shares and shared dispositive power over 15,596,786 of the shares.

 

(2)   Based on a Schedule 13G/A filed on February 8, 2022 with the SEC by BlackRock, Inc., on behalf of itself and certain of its subsidiaries, to report beneficial ownership as of December 31, 2021. Each of BlackRock and its subsidiaries has sole voting power over 250,280,866 of the shares and shared voting power over none of the shares. Each of BlackRock and its subsidiaries has sole dispositive power over 282,952,036 of the shares and shared dispositive power over none of the shares.

 

 

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Table of Contents

Human Capital Management

 

                     
    PAGE 51   The Journey: Redefining Our Culture     PAGE 52   Our Approach to Advancing DE&I  
   
    PAGE 51   Listening to Employees     PAGE 56   Performance Management and Incentive Compensation  
   
    PAGE 52   Commitment to the Highest Ethical Standards     PAGE 61   Our Workforce  
         

 

The Journey: Redefining Our Culture

 

Our journey to transform our culture began in 2017 and is ongoing. Our transformation significantly advanced with the hiring of a new CEO in 2019. We continue to work hard to change the way we run the Company and to redefine parts of our culture and the way we work in order to be more effective and better serve our communities and stakeholders. We are moving forward with both urgency and optimism. In 2020, we introduced a new set of expectations that apply to every employee at Wells Fargo. These expectations play an important role in the transformation of the Company. They are designed to be clear and straightforward, to drive the highest standards of integrity and operational excellence, and to provide guidance for doing what’s right and doing it well.

Employee Expectations

 

 

LOGO

 

Listening to Employees

 

Employee feedback has contributed significantly to enhancing our culture and improving the employee experience in recent years. Employees can share their voices and valuable insights in a number of ways throughout the year, as set forth below in more detail.

 

LOGO

 

 

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Human Capital Management

 

Commitment to the Highest Ethical Standards

 

At Wells Fargo, we are committed to the highest standards of integrity and ethical behavior and holding ourselves accountable. Do What’s Right by our customers, stakeholders and each other is an expectation of every employee at Wells Fargo.

Our Code of Ethics and Business Conduct

Our Code of Ethics and Business Conduct provides the principles and additional guidance to support ethical actions and decisions expected of all employees and members of our Board. The Code is supported by underlying policies, the Employee Handbook, and an annual interactive online training that employees are required to complete. Members of the Board must also acknowledge, on an annual basis, their obligations under the Code of Ethics and Business Conduct.

Our Speak Up and Non-Retaliation Policy

Under our Speak Up and Non-Retaliation Policy, Wells Fargo does not tolerate retaliation of any kind. Our employees’ commitment and integrity are important to the success of Wells Fargo. Our leadership believes it is critical that everyone feels safe to raise a concern and cooperate with investigations without fear of retaliation. By speaking up when they have a concern, our employees demonstrate their responsibility to act with honesty and integrity and contribute to Wells Fargo’s ethical working environment. In this culture, every employee’s voice matters, regardless of role, position in the Company, or location.

Employees are expected to adhere to the Code of Ethics and Business Conduct and supporting policies, speak up when they have questions, and report suspected unethical behavior. To report a concern, employees may talk to a manager, contact Employee Relations, or contact our confidential EthicsLine.

 

Our Approach to Advancing Diversity, Equity, and Inclusion

 

 

Wells Fargo values and promotes DE&I across our business. Our leadership strives to promote and advance DE&I and foster an inclusive Company culture. The following discussion highlights these efforts with regard to our workforce. More information regarding the diversity of our Board of Directors can be found under the Board Diversity section of this proxy statement.

Board Oversight

The Board and its HRC oversee the Company’s DE&I strategy and monitor its activities and progress.

Operating Committee Role

In November 2020, a new Operating Committee-level role reporting directly to our CEO was created to lead DE&I efforts. In this role, our Head of Diverse Segments, Representation and Inclusion (DSRI) is responsible for driving a Company-wide DE&I strategy to increase diverse representation at all levels of the Company, create a more inclusive workplace environment, and better serve and grow our diverse customer segments and diverse suppliers across all lines of business. In partnership with our CEO and other members of the Operating Committee, including our Head of Human Resources, our line of business CEOs and diverse segment teams, our Head of DSRI and his organization lead the DE&I priorities within our Company and the communities in which we operate.

As part of the year-end performance evaluation and compensation decision process, our CEO is evaluated on progress to advance DE&I Company-wide. Operating Committee members are evaluated based on their progress in improving diverse representation and inclusion in their areas of responsibility. See the Compensation Discussion and Analysis of this proxy statement for additional information.

Diverse Segment Leaders

Each line of business has a Diverse Segment Leader, a senior role that dually reports to the Head of DSRI and the Operating Committee member for the respective line of business. Diverse Segment Leaders are principally responsible for executing the Company’s effort to better serve and grow our diverse customer segments in each line of business.

How We Seek to Improve Diverse Representation and Inclusion within the Company

Our recruitment and career development practices are designed to support our employees and promote DE&I in our workforce, including leadership positions. In order to help identify and attract diverse talent, we employ selection processes intended to

 

 

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Human Capital Management

 

maintain a fair and equitable hiring process. Our talent strategy focuses on attracting, hiring, and supporting diverse talent. In addition, we have dedicated teams to enhance our efforts across multiple dimensions of diversity.

Our three strategic priorities are:

 

 

OUTREACH

   

 

READINESS

   

 

CULTURE

          

 

Sourcing and attracting talent through partnerships, face-to-face, and virtual career fairs, and job boards

   

          

 

Helping prepare diverse talent for careers in financial services through internships, seminars, and scholarships

 

   

          

 

Building internal capability through training, mentoring, and engagement in partnership with our Employee Resource Networks

 

Outreach and Recruitment

Our DE&I commitments include a focus on hiring, promotions, and retention, and have been designed with increased accountability across those areas. These include:

 

   

Diverse Candidates

   Diversity Sourcing and Interview Team Guidelines that require diverse candidate slates and interview teams for designated posted positions. We define diversity for these purposes to include the following diversity dimensions: race/ethnicity, gender, LGBTQ, veterans, and people with disabilities.

Metrics

   The inclusion of DE&I metrics and activities in regular business reviews.

Collaborations

   In the U.S. with Hispanic-serving institutions (HSIs) and historically Black colleges and universities (HBCUs) to expand the reach of early talent program recruiting, including in-person and virtual diversity-focused events.

Our Affirmative Action Team

   We conduct and track targeted outreach efforts to underutilized populations in order to attract well-qualified individuals to apply for open positions and identify placement goals to help focus recruitment strategies toward underrepresented groups.

Our Diversity Sourcing Group

   We seek to recruit the best and brightest talent with a keen focus on diversity for senior-level roles. They pursue this goal by establishing trusted partnerships with candidates, hiring managers, and recruiting consultants.

Our Military Talent Strategic Sourcing Team

   We are committed to recruiting, counseling, and advocating for military job seekers. Military Talent Liaisons on this team support candidates with a variety of job-seeker resources (e.g., developing a transition strategy, crafting a compelling resume, skills gap analysis, and interview performance). Wells Fargo also has veteran-specific employment programs.

 

 

We work with dozens of external diversity-focused organizations that build relationships and recruit talent at different stages of their professional lives. Some key external partner organizations include:

 

LOGO

 

 

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Human Capital Management

 

Readiness and Development Programs

Working with both internal initiatives and external organizations, we seek to prepare diverse talent for careers with the Company or their desired industries, including through the following initiatives:

 

     

NEXT GENERATION TALENT PROGRAM (NEXTGEN)

          VETERAN SERVING ORGANIZATIONS          

THE GLIDE-RELAUNCH PROGRAM

 

            

 

Founded by Wells Fargo Advisors to source, train, develop, retain, and support new financial advisors and branch managers. NextGen focuses on students at HBCUs, military veterans, parents reentering the workforce and current Wells Fargo Advisors employees.

    

 

            

 

We collaborate with dozens of Veteran Serving Organizations on military career transition including: American Corporate Partners, FourBlock, Hire Heroes USA, Mt. Carmel Veterans Service Center, Student Veterans of America (SVA), Hiring Our Heroes (HOH), and United Services Organization (USO).

    

 

            

 

An 8-week “returnship” program that aims to bring diverse talent who have been out of the workforce for an extended period back into their industry. Our cohorts are 91% diverse - 55% diverse by race and 83% diverse by gender.

 

   
13   The number of diversity-focused programs we host to inform high-potential college students about internships and full-time opportunities to help build our talent pipeline.

We seek to advance diversity in leadership roles and prepare these leaders for success using a wide spectrum of development opportunities, including programs and offerings. Below are some examples:

 

   

Talent Review and Succession Planning

   An annual process designed to assess our talent needs, contribute to the health of our Company, and create a diverse and inclusive workforce. In 2021, we added accountability for diverse talent identification, providing for Operating Committee leadership reviews with a specific focus on identifying diverse talent and reporting specific actions taken to support talent.

Mentoring Program

   Mentoring chapters and branches (including an executive chapter) deliver relationship-based development, tools, and resources to thousands of employees across the organization. More than 90% of mentoring pairs include at least one mentee whose gender or race/ethnicity is different from the mentor.

Sponsorship Programs

   The inaugural Operating Committee Sponsorship Program, designed to accelerate the readiness of diverse talent for expanded roles and opportunities, was established in 2021. Operating Committee leaders sponsored 44 diverse (by race/ethnicity or gender) individuals identified through talent discussions. Additionally, we launched the Building Organizational Leadership Diversity (B.O.L.D.) program in 2021, a sponsorship program designed to develop and increase the visibility and mobility of high-performing talent. Lines of business and functional groups implemented the program in their organizations.

Executive Forums

   Composed of our most senior diverse executives who provide input to senior management on priorities and initiatives that may help enhance our overall equity efforts, including career advancement opportunities.

 

 

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Building an Inclusive Culture

We provide tools and training to our employees on the Company’s DE&I strategy and priorities. Some of this training focuses on DE&I foundations, recognizing unconscious bias, appreciating differences, and leading inclusively. We offer experiential learning programs to provide deeper learning and collaboration on key DE&I initiatives and topics, including:

 

   

 

EDUCATION AND AWARENESS

 

            

 

A series of education sessions offered to employees and dedicated to discussing DE&I topics, including the reality of racism in the U.S. We invited guest speakers to lead employees in conversations about race, diversity, and inclusion. We held DE&I Awareness Month in October 2021 to share information about our diverse employee backgrounds and give employees the opportunity to engage and learn, to reflect on where we are individually and across the enterprise, and to set and share expectations for moving forward.

 
 

 

   

 

EXPANDED DE&I TRAINING

 

            

 

Members of the Operating Committee, Management Committee, and managers participated in new and immersive diversity training in 2021.

 

 
 

 

 

 

EMPLOYEE RESOURCE NETWORKS

 

            

 

Our Employee Resource Networks (ERNs) align with our DE&I strategy and are devoted to professional growth and education, community outreach, recruiting and retention, business development, and customer insight. The ERNs, with chapters around the globe, are organized by employees who share a common background, experience or other affinity, and they’re open to all employees. They promote cultural competence and provide a place for employees to connect, learn, build and leverage their skills, and impact business outcomes.

 

 

LOGO

 

 

         
 

Monitoring our Progress

 

   
 
  LOGO    
     

 

 

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Where to Find Additional Performance Data

Our ESG Goals and Performance Data, available on the Corporate Responsibility Goals and Reporting page of our website at https://www.wellsfargo.com/about/corporate-responsibility/goals-and-
reporting/, includes the following additional diversity data and statistics that inform our assessment of our progress:

 

 

LOGO

 

  

 

Employees by region

 

 

LOGO

 

  

 

Global employees by gender and contract type

 

 

LOGO

 

  

 

Global employees by contract type
(full-time, part-time, or flexible)

 

 

LOGO

 

  

 

Global employees by geographic work location

 

 

LOGO

 

  

 

Global employees by age group

 

 

LOGO

 

  

 

Global employees by line of business and gender by line of business

 

 

LOGO

 

  

 

Global employees by gender, race/ethnicity, and internal HR levels (levels 2-4 and 5-6 down from the CEO)

 

 

LOGO

 

  

 

U.S. employees by gender and race/ethnicity (consolidated EEO-1 data)

 

 

LOGO

 

  

 

U.S. employees by gender, race/ethnicity, and Equal Employment Opportunity Commission (EEOC) job category

 

External Recognition

 

 

         

We are proud to have been recognized by DiversityInc as #25 of the Top 50 Companies for Diversity, in addition to the special rankings below:

 

         
  #7   Top Companies for People with Disabilities  
  #7   Top Companies for LGBTQ Employees  
  #7   Top Companies for Veterans  
  #8   Top Companies for Mentoring  
  #17  

Top Companies for Employee Resource Groups

 
  #10  

Top Companies for Native Americans and Pacific Islanders

 
    #50  

Top Companies for ESG

 

   
 
 

Gold Level

Top Military Friendly

Employer by VIQTORY

    

#13

On the 2021 Best for Vets Employers by Military Times

 
 

 

Performance Management and Incentive Compensation

 

 

Overview

Our Company continues to be committed to designing and implementing performance management and compensation programs that are aligned to the Company’s expectations by establishing a balanced framework, promoting risk management, and discouraging imprudent or excessive risk-taking. This enhances our ability to hold employees accountable when expectations are not met and to reward employees when expectations are met or exceeded.

Performance management is a key facet of how we align our culture and Company expectations for our employees. Our Performance Management Policy establishes the framework and standards intended to reinforce personal accountability and risk management.

Our compensation program is linked to performance management and promotes prudent risk management and reinforces our Company expectations. The Company’s compensation principles are:

 

 

 

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Human Capital Management

 

How We Oversee Performance and Compensation

Board of Directors and Human Resources Committee

The Board plays an important role in overseeing the Company’s performance management and incentive compensation programs, through its HRC. The HRC’s expansive responsibilities allow it to focus on the alignment of the Company’s culture and employee conduct with our performance management and incentive compensation programs. Since 2019, the HRC has overseen substantial changes to our performance management and incentive compensation programs, including enhancements to strengthen the consideration of risk in performance with the addition of risk accountability as a core component of employee performance evaluations, roll-out of new Company expectations for employees and managers to guide how we lead ourselves, collaborate with our colleagues, and make decisions, approval of an enhanced Clawback and Forfeiture Policy that expanded the individuals and compensation subject to forfeiture or recovery, and the implementation of a framework and standards for including misconduct as an input to performance evaluations and incentive decisions.

Under the oversight of the HRC, management has established a framework that governs performance management and incentive compensation.

Incentive Compensation and Performance Management Committee

The Incentive Compensation and Performance Management Committee (IPC) is a governance committee reporting to the HRC, its responsibilities include oversight of the Company’s risk management efforts related to incentive compensation and performance management practices, in accordance with the Company’s Risk Management Framework.

Group Incentive Compensation and Performance Management Steering Committees

The Company has fourteen Group Incentive Compensation and Performance Management Steering Committees (Group IPCs). The Group IPCs are steering committees established by the IPC and are aligned with each of the Company’s lines of business and enterprise functions. Group IPCs are co-chaired by the business Operating Committee member and Compensation Leader. The Group IPCs oversee, govern, and make informed recommendations or decisions, as applicable, about business-aligned efforts related to incentive compensation and performance management, with a critical focus on material risk failures, for applicable employees and practices within their authority and in accordance with our Risk Management Framework.

Remuneration Committees

The Europe, Middle East, and Africa (EMEA) entity boards and where applicable, remuneration committees, provide local remuneration governance focused on effectively applying the applicable remuneration policy and practices, as well as approving the identified staff.

Performance Management

Each year, managers and employees are expected to work together to set performance goals in support of enterprise strategy, business goals and their roles and responsibilities through, among other things, the lens of strong risk management practices. These defined performance goals are meant to guide employees in doing their work. Managers and employees then participate in mid-year and year-end performance evaluations to discuss and document key accomplishments against goals, including risk accountability. Each employee is to be provided with both an overall performance rating and a risk overlay rating.

Key Performance Elements That Inform Compensation Outcomes

 

 

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Human Capital Management

 

   

 

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:

 

 

 

 

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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.

 

 

 

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Human Capital Management

 

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.

 

 

Incentive Compensation Risk Management

Through our Incentive Compensation Risk Management (ICRM) Policy and program, we develop, execute and administer our incentive compensation plans, which are designed to balance risk and financial reward in a manner that supports our customers, shareholders, employees, and the Company. The ICRM program accounts for Wells Fargo’s Risk Management Framework, including the Company’s financial and non-financial risks, and regulatory requirements. As outlined in our ICRM policy and applicable standards, our governance framework identifies employees whose role could create a material risk, requires their incentive compensation to be appropriately balanced to discourage unnecessary or inappropriate risk-taking, and provides for monitoring and validation. The table below summarizes the key stakeholders who develop and implement our ICRM program.

 

 

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    2022 Proxy Statement   59


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Human Capital Management

 

Incentive Compensation Design

The ICRM Policy and program applies to employees who are eligible to participate in an incentive compensation arrangement. To effectively and thoroughly govern incentive compensation arrangements in a consistent manner, the Company has incentive compensation design standards applicable across these incentive compensation arrangements.

Risk management is considered in the design of our incentive compensation arrangements. Human Resources coordinates the annual review process in partnership with Independent Risk Management and other centralized control functions, and designs and manages the ICRM program, including the ICRM Policy. During the review, we assess risk balancing, compliance with laws and regulations, and the arrangements’ potential to encourage employees to take unnecessary or inappropriate risks.

The ICRM Policy and program also define incentive plan design standards that, as applicable based on the type of incentive plan, accounts for additional oversight and review. The design process includes:

 

 

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Human Capital Management

 

Our Workforce

 

 

 

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Employee Support During the COVID-19 Pandemic

 

 

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Pay Equity Review

 

Wells Fargo is committed to fair and equitable compensation practices, and we regularly review our compensation programs and practices for pay equity. Each year, we engage a third-party consultant to conduct an independent and thorough pay equity review of employee compensation, which considers gender, race, and ethnicity. The results of our 2021 review, after accounting for factors such as role, tenure, and geography, show that women at Wells Fargo continued to earn more than 99 cents for every $1 earned by their male peers. In addition, our U.S. employees who are racially/ethnically diverse continued to earn more than 99 cents for every $1 earned by Caucasian/white peers. These results have remained consistent since we started publishing the results of our pay equity review in 2017.

    

 

Gender and Racial/Ethnic Pay Equity

 

Comparing Employees by Gender, Race, and Ethnicity in Similar Jobs at Wells Fargo

 

                     

Women Earn

More Than

 

99¢

 

for Every $1
Earned by Men

 

 

  

Racially/Ethnically Diverse U.S. Employees Earn More Than

 

99¢

 

for Every $1 Earned by Caucasian/White Peers

 

 

 

 

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Human Capital Management

 

Compensation and Benefits

We value and support our people as a competitive advantage. We provide all eligible full- and part-time employees (and their eligible dependents, as applicable) with a comprehensive set of benefits designed to protect their physical and financial health and to help them make the most of their financial future.

In 2021, we elevated a focus on our employees’ well-being, holding the first company-wide well-being week in September. It featured daily virtual events providing education and experiences to help employees improve the state of their health, mind, family, and finances. In addition, the company hosted weekly online yoga, meditation, and stretching classes, while also moderating discussions on topics such as racial disparities in health care.

Employee Training and Development

We invest heavily in coaching and training for employees and managers. We believe that when our employees feel properly supported, engaged, and confident in their skills, they are more effective and can provide an even better customer experience. During 2021, we invested approximately $200 million in a variety of employee learning and development programs including functional training, regulatory compliance, leadership and professional development, early talent development programs, and tuition reimbursement.

CEO Pay Ratio and Median Annual Total Compensation

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.

 

   

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  

Median Employee Total Annual Compensation Methodology

To identify the estimated total annual compensation of the median Wells Fargo employee other than our CEO:

 

 

We prepared a database including the total gross amount of salary, wages, and other compensation (which depending on the individual could include items such as holiday and other paid time off, overtime pay, shift differentials), as reflected in our payroll records for 2021, for our global workforce (other than our CEO) as of December 31, 2021. As needed, amounts were converted from local currency to U.S. dollars.

 

 

We annualized the compensation of all permanent employees who were newly hired during 2021.

 

 

We calculated the median gross pay (as described in the first bullet above) and selected the employee that made up the median. In addition to the employee that made up the median, we selected four employees immediately above and four employees immediately below to further analyze.

 

 

For the nine employees, we combined all of the elements of each employee’s compensation for 2021 to calculate total compensation with the same methodology used to calculate the “Total” column of the Summary Compensation Table in accordance with SEC rules and regulations.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

 

 

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Executive Compensation

 

Item 2 – Advisory Resolution to Approve Executive Compensation (Say on Pay)

 

 

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, this proposal seeks a shareholder advisory vote to approve the 2021 compensation of our named executive officers (NEOs) as disclosed pursuant to applicable Securities and Exchange Commission (SEC) regulations. Our Board believes that our executive compensation program effectively aligns NEO pay with Company and individual performance and shareholder interests and appropriately motivates and retains our NEOs. Although this advisory vote is nonbinding, the Board values the views of our shareholders and will consider the outcome of the vote when making future compensation decisions for NEOs.

We are asking our shareholders to approve the following resolution:

 

     

VOTE

    

 

  

BOARD

RECOMMENDS

 

   RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.    FOR

 

 

Item 2 - Advisory Resolution to Approve Executive Compensation (Say on Pay)

 

Our Board recommends a vote FOR the advisory resolution to approve the 2021 compensation of our NEOs.

 

 

 

 

    2022 Proxy Statement   63


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Executive Compensation

 

Compensation Discussion and Analysis

 

 

 

PAGE 65

 

 

Introduction

 

PAGE 68  

1. 2021 Executive Compensation Program

 

PAGE 72  

2. Performance Assessment and Variable Incentive Determination Process

 

PAGE 74  

3. Named Executive 2021 Compensation

 

PAGE 83  

4. Compensation Policies and Practices

 

PAGE 86

 

 

5. Compensation Governance Oversight

 

 

2021 NEOs:

 

Charles W. Scharf

Chief Executive Officer and President

    

Michael P. Santomassimo

Senior EVP, Chief Financial Officer

    

Scott E. Powell

Senior EVP, Chief Operating Officer

    

Jonathan G. Weiss

Senior EVP, CEO of Corporate and Investment Banking

    

Ather Williams III

Senior EVP, Head of Strategy, Digital Platform, and Innovation

 

 

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Executive Compensation

 

Introduction

 

Our executive compensation program is designed to incentivize our executive officers to drive strong business results and deliver long-term shareholder value. To that end, the vast majority of the compensation of our NEOs is at risk and directly tied to Company and individual NEO performance. This Compensation Discussion and Analysis (CD&A) provides shareholders with information about our disciplined performance assessment and variable incentive determination process and our 2021 compensation decisions for our NEOs.

2021 Performance Highlights

During 2021, our continued focus on efficiency improvements and our ongoing work to put legacy issues behind us contributed to significantly improved year-over-year financial results. We continued to execute on our strategic priorities, including making significant progress on our risk, regulatory and control work, advancing our DE&I efforts, and continuing to support and invest in our customers, communities, and employees. While we are pleased with our progress, we recognize there is still work to be done. Refer to “Named Executive 2021 Compensation” on page 74 for additional detail.

Snapshot of 2021 Performance

 

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2021 Say on Pay Vote and Our Response

At our 2021 annual meeting, the advisory resolution on the 2020 compensation of our NEOs (Say on Pay) received a 57% vote in support, well below our historical levels. We embarked on a proactive shareholder outreach effort to understand and respond to shareholder feedback about our executive compensation program. Our HRC Chair, Corporate Secretary and leaders from our Human Resources, Investor Relations, and ESG teams participated in meetings on behalf of the Board and the Company, and our HRC met eight times to discuss enhancements to the program and provided regular reports to the full Board. The extent of our shareholder engagement is shown below.

 

 

        

 

 

 

 

 

 

Total Contacted     

 

Total Engaged     

 

Total Engaged with HRC Chair Participation

 
  47%    44%    30%  
   

 

  of total outstanding shares        of total outstanding shares        of total outstanding shares  

 

 

        

 

 

 

 

 

 

 

1    Refer to Additional Notes, Note 6, on page 138 for a further discussion of Efficiency Ratio.

 

 

    2022 Proxy Statement   65


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Executive Compensation

 

Common themes we heard during engagement included preferences that we provide more information about how our HRC determined the incentive compensation of our NEOs, including about the process for making these determinations, that our CEO receive a higher proportion of his long-term equity compensation in the form of performance-based equity, and that our performance-based equity include a relative measure of performance. In consultation with a new independent compensation consultant retained by the HRC in 2021, the HRC closely studied and discussed shareholder feedback, examined our existing executive compensation program, evaluated various potential enhancements to our program, and, ultimately, approved enhancements to our disclosure and several structural changes to our executive compensation program. Collectively, these changes continue to underscore the importance of pay-for-performance, align executive compensation with shareholder value creation, and provide enhanced disclosure of the HRC’s decision-making for both the performance assessment and variable incentive compensation determination. The table below highlights the feedback we received on our executive compensation program and related disclosures during shareholder engagement following the 2021 annual meeting, and how we responded.

 

     
  

 

  What We Heard from Shareholders    How We Responded
LOGO  

Goals:

Preference for more disclosure about

the goals used to evaluate individual NEO performance

  

 

  Enhanced description of the goals used to evaluate individual NEO performance

 

 

Performance Assessment: