WELLS FARGO & COMPANY/MN
For the period ended Dec 31, 2024. Filed Mar 19, 2025.
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Dec 31, 2024 · Filed Mar 19, 2025
Contents
Additional Information
Pre-Tax Pre-Provision Profit (PTPP) is total revenue less noninterest expense. Management believes that PTPP is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle.
Return on Equity (ROE) represents Wells Fargo net income applicable to common stock divided by average common stockholders’ equity.
Common Equity Tier 1 (CET1) Ratio is calculated under the Standardized Approach which is our binding CET1 ratio. CET1 ratio is a regulatory calculation used by management, investors, regulators, and others to assess the Company’s capital position. For additional information on our CET1 ratio, see the “Capital Management - Risk-Based Capital and Risk-Weighted Assets” section in the Company’s 2024 Annual Report to Shareholders filed as Exhibit 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Efficiency Ratio is noninterest expense divided by total revenue (net interest income and noninterest income).
Net Operating Loss (NOL) means for any year in the Performance Period, that the Company reports a net loss in the Company’s consolidated financial statements, and a net loss continues to exist after eliminating the effect of the following items, each determined based on generally accepting accounting principles: (i) losses resulting from discontinued operations; (ii) the cumulative effect of changes in generally accepted accounting principles; and (iii) any other unusual or infrequent loss which is separately identified and quantified.
Total Shareholder Return (TSR) for Performance Share Awards granted in 1Q 2025 for Performance Year 2024, means, for the Company and each of the other Financial Performance Group Companies, (a) (i) the company’s average closing price of a share of common stock (as reported in such reliable source as determined by the HRC, in its sole discretion) over the last 20 consecutive trading days, ending on December 31, 2027 (“End Price”), minus (ii) the company’s average closing price of a share of common stock (as reported in such reliable source as determined by the Committee, in its sole discretion) over the first 20 consecutive trading days occurring in calendar year 2025 (“Base Price”), plus the value of any dividends declared on such common stock in respect of an ex-dividend date occurring during the Performance Period, as adjusted assuming such dividends were reinvested in shares of common stock of the issuing company on such ex-dividend date (“Reinvested Dividends”), divided by (b) the Base Price (in each case, with such adjustments as are appropriate, in the judgment of the Committee in its sole discretion, to equitably calculate TSR in light of any stock splits, reverse stock splits, stock dividends, and other extraordinary transactions or other changes in the capital structure of the company, as applicable).
| 2025 Proxy Statement | 129 |
|---|
Glossary
| Term/Acronym | Definition |
|---|---|
| 2025 Proxy Statement | Wells Fargo’s proxy statement for the 2025 Annual Meeting |
| Annual Meeting | 2025 Wells Fargo Annual Meeting of Shareholders |
| ASC | Accounting Standards Codification |
| BACC | BSA/AML Compliance Committee, a special purpose committee of the WFBNA Board |
| Bank Board | Board of Directors of Wells Fargo Bank, N.A. |
| Board | Board of Directors of Wells Fargo |
| Board Chair | Chair of the Board of Directors of Wells Fargo |
| By-Laws | Wells Fargo & Company By-Laws, as of February 1, 2024 |
| CD&A | “Compensation Discussion and Analysis” section of the 2025 Proxy Statement |
| CEO | Chief Executive Officer |
| CET1 Ratio | Common Equity Tier 1 Ratio |
| CFO | Chief Financial Officer |
| CIB | Corporate & Investment Banking |
| Clawback Policies | The Company’s Clawback and Forfeiture Policy and Rule 10D-1 Mandatory Clawback Policy |
| Code of Conduct | Wells Fargo’s Code of Conduct |
| Company Plans | Wells Fargo’s 401(k) plan and Stock Purchase Plan |
| COO | Chief Operating Officer |
| Corporate Governance Guidelines | Wells Fargo’s Corporate Governance Guidelines |
| CRC | Corporate Responsibility Committee |
| CRO | Chief Risk Officer |
| EDT | Eastern Daylight Time |
| EPS | Earnings Per Share |
| FASB | Financial Accounting Standards Board |
| G-SIB | Global Systemically Important Bank |
| GAAP | U.S. Generally Accepted Accounting Principles |
| GNC | Governance & Nominating Committee |
| Term/Acronym | Definition |
|---|---|
| GRPP | Government Relations and Public Policy |
| Group IPC | Group Incentive Compensation and Performance Management Steering Committee |
| HRC | Human Resources Committee |
| IPC | Incentive Compensation and Performance Management Committee |
| IRS | U.S. Internal Revenue Service |
| LTICP | Wells Fargo’s Long-Term Incentive Compensation Plan |
| 2022 LTIP | Wells Fargo’s 2022 Long-Term Incentive Plan |
| Meridian | Meridian Compensation Partners, independent compensation consultant to the HRC and GNC |
| NEO | Named Executive Officer |
| NLRB | National Labor Relations Board |
| NOL | Net Operating Loss |
| NYSE | New York Stock Exchange |
| OCC | Office of the Comptroller of the Currency |
| PAC | Political Action Committee |
| PCAOB | Public Company Accounting Oversight Board |
| PEO | Principal Executive Officer |
| PSA | Performance Share Award |
| PTPP | Pre-tax pre-provision profit, a non-GAAP financial measure |
| RCOC | Regulatory Compliance Oversight Committee, a special purpose committee of the WFBNA Board |
| ROE | Return on Equity |
| ROTCE | Return on Tangible Common Equity |
| RSR | Restricted share right |
| Say on Pay | Wells Fargo’s advisory approval of executive compensation |
| SEC | U. S. Securities and Exchange Commission |
| TSR | Total Shareholder Return |
| WIM | Wealth & Investment Management |
| Wells Fargo | Wells Fargo & Company, a Delaware corporation |
| WFBNA | Wells Fargo Bank, N.A., the principal banking subsidiary of Wells Fargo |
Wells Fargo & Company420 Montgomery StreetSan Francisco, CA 94104wellsfargo.com
©2025 Wells Fargo & Company.Deposit products offered through Wells Fargo Bank, N.A. Member FDIC.CCM3136 (Rev 00, 1/each)
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