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WELLS FARGO & COMPANY/MN

For the period ended Dec 31, 2024. Filed Mar 19, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 19, 2025

WFC$83.94-1.0%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

Year(a) · SummaryCompensationTable Totalfor PEO1(b) · CompensationActually Paidto PEO2(c) · AverageSummaryCompensationTable Total forNon-PEO NEOs3(d) · AverageCompensationActually Paid to Non-PEO NEOs4 (e) · Value of Initial Fixed $100 Investment Based On: · NetIncome(millions)7(h) · ROTCE8 (i)
TotalShareholderReturn5(f) · Peer GroupTotal Shareholder Return6(g)
2024$30,313,559$70,403,899$19,390,030$28,805,742$149$133$19,72213%
2023$25,966,198$36,448,161$11,930,209$17,586,984$102$97$19,14213%
2022$24,642,526$15,956,505$12,217,547$9,792,515$83$98$13,1829%
2021$21,350,906$46,809,640$9,852,063$17,287,555$94$124$21,54814%
2020$20,392,046$3,385,466$10,573,259$6,243,215$58$90$3,3771%
  1. The dollar amounts reported in column (b) are the amounts reported for Mr. Scharf, our CEO (referred to in the table and related information as the “PEO” or principal executive officer), for each corresponding year in the Total Compensation column of the Summary Compensation Table. Refer to the 2024 Summary Compensation Table.

  2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Scharf, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Scharf. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table, adjusted as shown below for 2024. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.

Compensation Actually Paid to PEO2024
Summary Compensation Table Total$30,313,559
Less, value of Stock Awards reported in Summary Compensation Table-$20,372,110
Less, Change in Pension Value reported in Summary Compensation Table$0
Plus, year-end fair value of outstanding and unvested equity awards granted in the year$30,351,092
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years$24,003,735
Plus, fair value as of vesting date of equity awards granted and vested in the year$0
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year$6,107,623
Less, prior year-end fair value for any equity awards forfeited in the year$0
Plus, pension service cost for services rendered during the year$0
Compensation Actually Paid to Mr. Scharf$70,403,899
  1. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Scharf) in the Total Compensation column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2024, Michael Santomassimo, Jonathan Weiss, Fernando Rivas, Bridget Engle; (ii) for 2023, Michael Santomassimo, Jonathan Weiss, Scott Powell, Barry Sommers; (iii) for 2022, Michael Santomassimo, Jonathan Weiss, Mary Mack, Scott Powell; (iv) for 2021, Michael Santomassimo, Scott Powell, Jonathan Weiss, Ather Williams III; and (v) for 2020, Michael Santomassimo, John Shrewsberry, Mary Mack, Lester Owens, Scott Powell.

  2. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Scharf), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table, adjusted as shown below for 2024. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.

2025 Proxy Statement85
Average Compensation Actually Paid to Non-PEO NEOs2024
Average Summary Compensation Table Total$19,390,030
Less, average value of Stock Awards reported in Summary Compensation Table-$13,201,355
Less, average Change in Pension Value reported in Summary Compensation Table-$3,208
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year$16,691,350
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years$4,966,328
Plus, average fair value as of vesting date of equity awards granted and vested in the year$0
Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year$962,597
Less, average prior year-end fair value for any equity awards forfeited in the year$0
Plus, average pension service cost for services rendered during the year$0
Average Compensation Actually Paid to Non-PEO NEOs$28,805,742
  1. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (assuming dividend reinvestment stock splits, reverse stock splits, and other extraordinary transactions) and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is the closing price on December 31, 2019.

  2. The peer group used for this purpose is the KBW Nasdaq Bank Index.

  3. The amounts reported are from the Company’s audited financial statements for the applicable year.

  4. ROTCE is a non-GAAP financial measure. For additional information, including a corresponding reconciliation to GAAP financial measures, see Notes on Non-GAAP Financial Measures.

86Wells Fargo & Company

Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures

As described in more detail in the CD&A, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid.”

The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are: (1) ROTCE; (2) Total Revenue; and (3) Efficiency Ratio. Each of these performance measures is included in the evaluation of Company performance as part of the variable compensation program, and PSAs carry performance requirements tied to relative and/or absolute ROTCE. In accordance with SEC rules, the Company is providing the following charts to reflect the relationships between the information presented in the Pay Versus Performance table.

Compensation Actually Paid vs. TSR 1

gCompensation Actually Paid to PEOgAverage Compensation Actually Paid to NEOs (excluding PEO)gWells FargoTSRgPeer GroupTSR

Compensation Actually Paid vs. Net Income

gCompensationActually Paid to PEOgAverage Compensation Actually Paid to NEOs (excluding PEO)gNet Income

Compensation Actually Paid vs. ROTCE

gCompensation Actually Paid to PEOgAverage Compensation Actually Paid to NEOs (excluding PEO)gROTCE
  1. Cumulative Total Shareholder Return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year is the closing price on December 31, 2019.
2025 Proxy Statement87
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