8-KLeadership Changes

WELLS FARGO & COMPANY/MN 8-K Report, Executive Changes (Jan 29, 2021)

Filed January 29, 2021For Securities:WFCWFC-PDWFC-PCWFC-PYWFC-PAWFC-PLWFCNPWFC-PZ

Summary

Wells Fargo & Company/MN (WFC) has filed an 8-K detailing the 2020 total direct compensation awarded to CEO and President Charles W. Scharf, amounting to $20,335,000. This represents a reduction from his 2019 compensation of $23,000,000. The compensation package for 2020 included a base salary of $2.5 million, a $4.35 million annual incentive, and $13.485 million in long-term incentives. The Human Resources Committee considered various factors in determining Scharf's incentive compensation, including the company's financial performance which was negatively impacted by the pandemic, the company's response to COVID-19 including customer and employee support, its strong capital and liquidity position, progress on risk and regulatory issues, and management team buildout and cultural initiatives. The filing also provides 2020 incentive compensation details for other named executives, including John R. Shrewsberry, Mary T. Mack, Perry G. Pelos, and Saul Van Beurden. Notably, the company's Human Resources Committee determined that applying threshold performance goals for 2020 was not appropriate for funding annual incentive compensation for employees, including executives, due to the pandemic's impact on financial results. Full details of executive compensation for 2020 will be made available in the company's upcoming proxy statement.

Key Highlights

  • 1CEO Charles W. Scharf's total direct compensation for 2020 was $20,335,000, a decrease from $23,000,000 in 2019.
  • 2The 2020 compensation package for CEO Scharf included $2.5M base salary, $4.35M annual incentive, and $13.485M in long-term incentives.
  • 3The Human Resources Committee did not apply threshold performance goals for 2020 annual incentive compensation funding due to pandemic impacts on financial results.
  • 4Wells Fargo provided significant support to customers, employees, and communities during the pandemic.
  • 5The company maintained strong capital and liquidity throughout 2020.
  • 6Progress has been made on addressing risk, control, and regulatory issues, though significant work remains.
  • 7Incentive compensation amounts for other named executives for performance year 2020 are also disclosed.

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