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
Proxy Summaryi
This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Our Business
We are a leading 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.
We provide a diversified set of banking, investment, and financial advisory services, as well as consumer and commercial finance, through our four reportable operating segments:
| Consumer Bankingand Lending | CommercialBanking |
|---|---|
| Corporate andInvestment Banking | Wealth andInvestment Management |
Our business includes:1
| approximately$1.9 trillionin assets | approximately217,000active employees |
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Our Strategy
Our strategic plan focuses on strengthening our foundation based on the following pillars.
| Risk andControl Culture | •We are focused on strengthening our Company by continuing to build a risk and control infrastructure appropriate for a company of our size and complexity. |
| Operational Excellence | •We have set clear priorities for our management team and our employees.•We are focused on consistent and simplified management processes to enable effective and efficient execution. |
| Customer-Centric Culture and Conduct | •We are guided by the principle of “doing what is right for our customers” at the center of everything we do.•We are focused on actions, not words. |
| Technology and Innovation | •We are investing for the future by building technology and digital solutions intended to power our businesses over the longer term.•We are leveraging data to offer differentiated and tailored customer experiences and solutions. |
| Financial Strength | •Our focus on investing in our businesses drove strong fee-based revenue growth which was diversified across our operating segments. Our efficiency initiatives have helped to fund the investments we are making in areas that are important to our future. •We maintained strong credit discipline and credit performance was relatively stable throughout the year and was consistent with our expectations.•The strength of our balance sheet continued to be evident throughout the year and our capital and liquidity levels remained well above regulatory minimums. |
- As of December 31, 2024.
| 2025 Proxy Statement | i |
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| Item 1 | |
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| Election of 13 Director Nominees | |
| Our Board recommends that you vote FOR each of these director nominees for a one-year term. | See page 3 |
Director Nominees
The following provides summary information about each director nominee.
| Name and Primary Occupation · Age · Director Since · Committee Membership | |||||||
|---|---|---|---|---|---|---|---|
| AuditCommittee · FinanceCommittee · GovernanceandNominatingCommittee · HumanResourcesCommittee · RiskCommittee | |||||||
| Steven D. Black Independent ChairFormer Co-CEO, Bregal Investments, Inc. | 72 | 2020 | ⬤ | ⭕ | |||
| Mark A. Chancy IndependentFormer Vice Chair, SunTrust Banks, Inc. | 60 | 2020 | ⭕ | ⭕ | |||
| Celeste A. Clark IndependentPrincipal, Abraham Clark Consulting, LLC | 71 | 2018 | ⭕ | ||||
| Theodore F. Craver, Jr. IndependentFormer Chair, President and CEO, Edison International | 73 | 2018 | ⬤ | ⭕ | ⭕ | ||
| Richard K. Davis IndependentFormer President and CEO, Make-A-Wish America | 67 | 2022 | ⭕ | ||||
| Fabian T. Garcia IndependentGlobal President, Personal Care, Unilever PLC | 65 | 2024 | ⭕ | ||||
| Wayne M. Hewett IndependentSenior Advisor, Permira | 60 | 2019 | ⬤ | ⭕ | ⭕ | ||
| CeCelia G. Morken IndependentFormer CEO, Headspace | 67 | 2022 | ⭕ | ||||
| Maria R. Morris IndependentFormer EVP and Head, Global Employee Benefits business, MetLife | 62 | 2018 | ⭕ | ⬤ | |||
| Felicia F. Norwood IndependentEVP and President, Government Health Benefits, Elevance Health, Inc. | 65 | 2022 | ⭕ | ||||
| Ronald L. Sargent IndependentFormer CEO and Chair, Staples, Inc. and Interim CEO and Chair, The Kroger Co.1 | 69 | 2017 | ⭕ | ⭕ | ⬤ | ||
| Charles W. Scharf CEO and President, Wells Fargo | 60 | 2019 | |||||
| Suzanne M. Vautrinot IndependentPresident, Kilovolt Consulting, Inc. | 65 | 2015 | ⭕ | ||||
| ⬤ | Chair |
|---|---|
| ⭕ | Member |
- Mr. Sargent was appointed interim CEO and chair of the board of directors of The Kroger Co., effective March 2, 2025. The board of directors of Kroger has formed a search committee and engaged a firm to conduct a search for Kroger’s permanent CEO.
| ii | Wells Fargo & Company |
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Director Nominee Highlights
The Board remains focused on regular enhancement of its composition, Board succession planning, and governance practices to enable the Board to continue to oversee the Company and its business effectively.
| Board Composition · Skills and Experience | ||||
|---|---|---|---|---|
| •Risk Management | 100% | |||
| •Strategic Planning, Business Development & Operations | 100% | |||
| 5 years | 66 years | |||
| Average tenure of independent director nominees | Average age of independent director nominees | •Financial Services | 54% | |
| •Regulatory | 69% | |||
| •Human Capital Management | 92% | |||
| 92% | 50% | |||
| •Consumer, Marketing, Digital | 62% | |||
| Director nominees are independent, including our independent Board Chair | Independent director nominees are new or proposed to the Board in last five years | |||
| •Information Security, Cybersecurity, Technology | 46% | |||
| Active Engagement Throughout 2024 | ||||
| 56Total Board and committee meetings | } | Includes:9 total Board meetings 47 total committee and subcommittee meetings1 | •Accounting, Financial Reporting | 54% |
| •Corporate Governance | 77% | |||
| With additional director engagements with stakeholders outside of Board and committee meetings, including meetings with: Operating Committee members, senior leadership and other employees, internal audit, independent auditor, shareholders, regulators, independent compensation consultants, third-party search firms, and other stakeholders | ||||
| •Environmental & Social Responsibility | 85% | |||
| •Government, Public Policy | 31% | |||
| •International | 77% | |||
| 2025 Proxy Statement | iii |
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| Item 2 | |
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| Advisory Vote to Approve Executive Compensation (Say on Pay) | |
| Our Board recommends that you vote FOR the advisory vote to approve the 2024 compensation of our Named Executive Officers. | See page 41 |
Compensation Design
Our executive compensation program is designed to incentivize our Named Executive Officers (NEOs) to deliver long-term shareholder value with sound risk management discipline. Our compensation program holds our NEOs accountable for sound risk management and alignment with shareholder interests, with the majority of their total compensation delivered in the form of long-term equity awards that are subject to ongoing risk and service conditions, and for performance share awards, achieving pre-determined three-year financial performance goals.
| Pay for PerformanceCompensation is linked to Company, individual, and, as applicable, line of business performance, and creating long-term value consistent with the interests of shareholders. | Promote Effective Risk ManagementCompensation promotes effective risk management and discourages imprudent or excessive risk-taking. | Attract and Retain TalentPeople are one of the Company’s competitive advantages; therefore, compensation helps attract, motivate, and retain people with the skills, talent, and experience to drive superior long-term Company performance. |
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Compensation Actions
2024 CEO Compensation Highlights
The Human Resources Committee (HRC) approved, and the Board ratified, total CEO compensation of $31.2 million to recognize Mr. Scharf’s strong leadership in driving improved financial performance, investing in our businesses to drive growth and returns, and making significant progress on risk and regulatory work.
The Board’s and the HRC’s approach and decision criteria to determine total compensation for our CEO, and other NEOs, respectively, are detailed in the Compensation Discussion and Analysis section of this Proxy Statement.
Compensation Governance
The Board and management engaged with our shareholders throughout the year, which provided shareholders the opportunity to provide direct feedback. Shareholder feedback continues to be reflected in our executive compensation program.
Our executive compensation program is designed to align with our business, performance, risk, and talent needs and reinforces our pay-for-performance compensation philosophy. We adhere to widely recognized compensation practices described throughout the Compensation Discussion and Analysis section of this Proxy Statement.
| iv | Wells Fargo & Company |
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| Item 3 | |
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| Ratification of KPMG LLP’s Appointment as the Company’s Independent Registered Public Accounting Firm for 2025 | |
| Our Board recommends that you vote FOR the proposal to ratify the appointment of KPMG as our independent registered public accounting firm for 2025. | See page 91 |
The Audit Committee is responsible for the selection, compensation, retention, and oversight of the independent registered public accounting firm appointed to audit our Company’s financial statements. The Audit Committee has appointed KPMG LLP as the Company’s independent auditor for the year ending December 31, 2025. As a matter of good corporate governance, the Board is requesting that our shareholders ratify KPMG’s appointment.
| Items 4 through 7 | |
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| Shareholder Proposals | |
| Our Board recommends that you vote AGAINST each shareholder proposal. | See page 96 |
Shareholders will vote on four shareholder proposals (Items 4 through 7), if they are properly presented at our Annual Meeting and not previously withdrawn or otherwise excluded.
| 2025 Proxy Statement | v |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.