Why did CEO Charles W. Scharf's compensation remain unchanged?

Mr. Scharf voluntarily asked the Board to not increase his compensation, citing the significant work still needed to transform the company, despite strong company performance and his individual achievements that would have otherwise resulted in a higher payout based on the compensation plan.

What is the structure of Mr. Scharf's compensation?

Mr. Scharf's total compensation of $24.5 million consists of a $2.5 million base salary and $22 million in variable compensation. The variable portion is split between a cash incentive ($5.4 million), a Performance Share award ($10.8 million), and a Restricted Share Rights award ($5.8 million). His variable pay is weighted 65% on company performance and 35% on individual performance.

What key achievements were highlighted under Mr. Scharf's leadership?

Key achievements include advancing strategic capabilities, delivering $13.2 billion in net income and $3.14 diluted EPS, making progress on risk and control issues (including a CFPB settlement), building a high-performance leadership team, enhancing customer experience with new products and digital offerings, and demonstrating community commitment through an inaugural DEI report.

When will more detailed information about executive compensation be available?

Additional details regarding the Human Resources Committee's oversight of executive compensation philosophy, policies, and practices for Mr. Scharf and other named executive officers will be presented in Wells Fargo's proxy statement, expected to be filed in March 2023.

WELLS FARGO & COMPANY/MN 8-K SEC Disclosure

Summary

Wells Fargo & Company/MN (WFC) disclosed in this 8-K filing the approved annual compensation for CEO Charles W. Scharf for 2022. Despite the company's performance and Mr. Scharf's individual achievements warranting a compensation level exceeding his target, he voluntarily requested his compensation not be increased from the previous year. Consequently, the Board of Directors approved his total compensation at $24.5 million, unchanged from 2021. This decision reflects Mr. Scharf's acknowledgment of the ongoing transformation efforts required at Wells Fargo and a commitment to prioritizing the company's progress and stakeholder interests. The filing highlights that 65% of Mr. Scharf's variable compensation is tied to company performance and 35% to individual goals. The Human Resources Committee (HRC) assessed company performance above 100% and acknowledged Mr. Scharf's strong leadership in addressing risk, control issues, advancing business interests, and fostering a diverse workforce. The compensation package includes a $2.5 million base salary and $22 million in variable compensation, structured across cash incentives and long-term stock awards. The Board expressed confidence in Mr. Scharf's leadership in driving the company's transformation.

Key Highlights

1CEO Charles W. Scharf's 2022 total compensation was approved at $24.5 million, unchanged from 2021.
2Mr. Scharf voluntarily requested his compensation not be increased, acknowledging ongoing transformation work at Wells Fargo.
365% of Mr. Scharf's variable compensation is linked to company performance, and 35% to individual performance against set goals.
4The HRC assessed company performance above 100% and recognized Mr. Scharf's leadership in risk management, business advancement, and talent development.
5The compensation package includes a $2.5 million base salary and $22 million in variable compensation, comprising cash incentives and long-term stock awards.
6Wells Fargo achieved $13.2 billion in net income and $3.14 diluted EPS in 2022.
7Progress was noted in addressing risk and control issues, including a settlement with the CFPB.

WELLS FARGO & COMPANY/MN 8-K Report, Corporate Update (Jan 26, 2023)

Summary

Key Highlights

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