8-KLeadership ChangesExhibits & Filings

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Jul 21, 2020)

Filed July 21, 2020For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company announced a significant change in its executive leadership with the appointment of Michael P. Santomassimo as the new Senior Executive Vice President and Chief Financial Officer (CFO), effective in the fall of 2020. Mr. Santomassimo will succeed John R. Shrewsberry, who is retiring from his role as CFO. Mr. Shrewsberry will remain in his position until Mr. Santomassimo joins the company and will then assist in the transition until his retirement, expected by the end of the first quarter of 2021. This leadership transition brings an experienced executive to Wells Fargo's top financial position. Mr. Santomassimo has a strong background, having served as CFO for The Bank of New York Mellon Corporation (BNY Mellon) since 2018 and holding prior senior finance roles at JPMorgan Chase & Co. His compensation package reflects his experience, including a substantial base salary, significant variable compensation targets for the 2020 performance year, and a one-time buy-out award to offset forfeited compensation from his previous employer.

Key Highlights

  • 1Michael P. Santomassimo appointed as new CFO, effective fall 2020.
  • 2Current CFO John R. Shrewsberry to retire by Q1 2021 after assisting transition.
  • 3Santomassimo brings extensive financial leadership experience from BNY Mellon and JPMorgan Chase.
  • 4Santomassimo's initial base salary will be $1,750,000 annually.
  • 5He is set to receive significant variable compensation for the 2020 performance year, totaling a minimum of $9,250,000 (incentive award and long-term incentive award).
  • 6A one-time 'buy-out' award will be granted to compensate for unvested equity forfeited from BNY Mellon, comprising a $900,000 cash signing bonus and restricted share rights.

Frequently Asked Questions

Michael P. Santomassimo has been appointed as the new Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company. His employment is expected to commence in the fall of 2020.

Mr. Santomassimo's employment is expected to commence in the fall of 2020, at which point he will become the CFO. John R. Shrewsberry will continue in his role until then and assist with the transition.

Mr. Santomassimo will receive an initial annual base salary of $1,750,000. For the 2020 performance year, his minimum variable compensation is targeted at $9,250,000, composed of an annual incentive award and a long-term incentive award. Additionally, he will receive a one-time buy-out award to compensate for forfeited unvested equity from his previous employer, which includes a $900,000 cash signing bonus and restricted share rights.

John R. Shrewsberry informed the company of his decision to retire. He will continue as CFO until Mr. Santomassimo begins his employment and will then assist in the transition until his retirement, which is anticipated by the end of the first quarter of 2021.