CeCelia Morken
WELLS FARGO & COMPANY/MNAbout CeCelia G. Morken
CeCelia G. Morken (age 67) is an independent director of Wells Fargo & Company since April 2022, currently serving on the Audit Committee and the board of Wells Fargo Bank, N.A. She is a former CEO of Headspace and holds advanced board certifications in cybersecurity oversight (NACD CERT) and AI ethics, reflecting expertise at the intersection of technology and financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Headspace | CEO | Jan 2021 – Jan 2022 | Led company through transition; experience in digital technology and complex data science; NACD CERT cybersecurity oversight certification; Diligent AI Ethics certification |
| Headspace | President & COO | Apr 2020 – Jan 2021 | Strategic and operational leadership in online wellness platform |
| Intuit Inc. | EVP & GM, Strategic Partnerships | 2017 – 2020 | Corporate and end-user marketing; technology/data analytics exposure |
| Intuit Inc. | EVP & GM, ProConnect Group | 2013 – 2017 | Managed tax professional software business; operational leadership |
| Intuit Inc. | Various senior roles | 2007 – 2013 | Digital strategy, analytics, product leadership |
| Digital Insight (acquired by Intuit, 2007) | Various senior positions | 2002 – 2007 | Banking technology; led through acquisition process |
| WebTone Technologies | Various senior positions | 2000 – 2002 | Financial services tech; business development |
External Roles
| Company | Role | Committees/Positions | Status |
|---|---|---|---|
| Genpact Ltd | Director | Audit Committee; Compensation Committee | Current |
| Alteryx, Inc. | Director | Not specified | Prior |
Board Governance
- Committee assignments: Audit Committee member (financially literate; the committee’s designated financial experts are Craver, Chancy, Sargent) .
- Governance & Nominating Committee: slated to become a member effective April 29, 2025 (Board refresh; CRC responsibilities integrated into GNC in Jan 2025) .
- Corporate Responsibility Committee: member in 2024; committee dissolved in January 2025 with responsibilities moved to GNC to streamline oversight .
- Independence: Board determined Morken is independent under NYSE and Wells Fargo Director Independence Standards .
- Engagement/attendance: Board and committees held 56 total meetings in 2024; average director attendance >99%; all current directors attended the 2024 annual meeting .
- Bank subsidiary board: Member, Wells Fargo Bank, N.A. board (8 regular and 1 special meeting in 2024) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 106,694 | Includes prorated WFBNA board retainer ($6,694) and any applicable meeting/committee fees per policy |
| Stock Award (RSRs – deferred) | 240,009 | 4,046 deferred stock units granted April 30, 2024; mandatory deferral until leaving the Board; dividends reinvested |
| Options | — | No options outstanding for non-employee directors as of Dec 31, 2024 |
| Total | 346,703 | Sum of cash and stock award |
Program structure highlights:
- Annual director cash retainer $100,000 in 2024; committee chair retainers $50,000 (Audit, Risk, HRC) and $25,000 (CRC, Finance, GNC); $2,000 meeting fees beyond 12 meetings; WFBNA board additional $10,000 annual cash retainer, prorated for partial-year service .
- 2025 changes: eliminate meeting fees; increase annual stock award to $265,000; increase cash retainer to $110,000; raise GNC Chair retainer to $35,000 post-CRC integration; reviewed with Meridian (independent consultant) .
Performance Compensation
- No performance-based equity (e.g., PSUs) disclosed for non-employee directors; equity grants are restricted share rights mandatorily deferred and not tied to performance metrics .
- As of Dec 31, 2024, non-employee directors held no unvested stock awards; no option awards outstanding .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Genpact Ltd | IT Services | None disclosed with WFC customers/suppliers | Public company board, committees listed above |
| Alteryx, Inc. (prior) | Software | None disclosed | Prior public company board |
- Related-party/ordinary course transactions: Wells Fargo disclosed ordinary course banking/financial services relationships in 2024 with some directors and their affiliates (non-preferential terms, compliant with law), but no specific related-person transactions for Morken are disclosed; the Board affirmed her independence after review .
Expertise & Qualifications
- Risk management at the intersection of technology and financial services; corporate and end-user marketing; digital technology and complex data science/analytics exposure .
- NACD CERT Certificate in Cybersecurity Oversight; Diligent Institute AI Ethics & Board Oversight Certification .
- Prior CEO/COO and GM roles demonstrate human capital leadership and operational expertise during periods of transition and acquisitions .
- Audit committee experience (WFC and Genpact) provides accounting/financial reporting insights .
Equity Ownership
| Category (as of Feb 12, 2025) | Shares/Units | Notes |
|---|---|---|
| Common Stock Owned | 100 | Direct ownership |
| Unvested Common Stock Units | — | None scheduled to vest within 60 days |
| Other Common Stock Units | 10,327 | Deferred/common stock units not deemed beneficially owned |
| Total Beneficial Ownership | 10,427 | Sum of common stock and unvested units deemed beneficially owned under SEC rules |
| Additional Common Stock Units | 5,683 | Additional units not deemed beneficially owned; reported separately |
| Total (All Units) | 16,110 | Aggregate of beneficial and additional common stock units |
| Ownership % of Outstanding | <1% | None of directors/NEOs individually own >1% |
Ownership alignment policies:
- Director stock ownership policy: After five years on the Board, must own WFC common stock equal to 5× annual cash retainer; deferred shares count toward compliance; directors with <5 years (including Morken, since 2022) are on track .
- Anti-hedging and no-pledging: Directors prohibited from hedging or pledging Company securities; robust insider trading policy in place .
Governance Assessment
- Board effectiveness: Morken strengthens Audit oversight with technology/analytics and cybersecurity/AI governance credentials; slated addition to GNC deepens governance, ESG, and public policy oversight after CRC consolidation, indicating an expanded role in sustainability, stakeholder, and political transparency matters .
- Independence and conflicts: Affirmed independent; no specific related-person transactions disclosed; ordinary-course financial services relationships are permitted on non-preferential terms per policy .
- Engagement/attendance signal: Board maintained >99% average attendance with extensive meeting cadence; all directors attended 2024 annual meeting; WFBNA board activity further indicates engagement .
- Compensation alignment: Director pay mix heavily equity-oriented via deferred RSRs; 2025 changes increase equity grant and retainer while simplifying fees—consistent with long-term alignment and governance streamlining; director compensation limit caps total annual director pay at $750,000 (Chair limit $1.5M) .
- Say-on-pay context: Executive compensation received ~92.7% shareholder support in 2024, reflecting broader investor confidence in compensation governance under HRC oversight (contextual signal of governance strength) .
RED FLAGS
- None disclosed for Morken: no hedging/pledging, no related-party transactions, strong independence determination; not designated an audit committee “financial expert” (that designation applies to other Audit members), but maintains financially literate status via committee membership .