Celeste Clark
WELLS FARGO & COMPANY/MNAbout Celeste A. Clark
Celeste A. Clark, Ph.D., is an independent director of Wells Fargo since January 2018. She is Principal at Abraham Clark Consulting, LLC, with prior senior roles at Kellogg Company in global public policy and as Chief Sustainability Officer; she is 71 years old and brings regulatory, governance, ESG, and consumer-sector expertise to the Board . The Board has affirmatively determined she is independent under NYSE and Wells Fargo Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | SVP, Global Public Policy & External Relations | 2003–2011 | Led health, nutrition, regulatory science initiatives across 180 markets |
| Kellogg Company | Chief Sustainability Officer | 2008–2011 | Oversaw sustainability strategy; corporate citizenship fund leadership |
| Kellogg Company | Various leadership roles | pre-2008 | International consumer/retail experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darling Ingredients, Inc. | Director | Current | Sustainability Committee Chair; Compensation Committee |
| Prestige Consumer Healthcare Inc. | Director | Current | Compensation & Talent Management; Nominating & Corporate Governance Chair |
| The Hain Celestial Group, Inc. | Director | Current | Compensation & Talent Management; Nominating & Governance Chair |
| W.K. Kellogg Foundation | Trustee | Current | Philanthropy; ESG insight |
Board Governance
- Current WFC committee assignment: Governance & Nominating Committee (GNC) member; she served as Chair of the Corporate Responsibility Committee (CRC) in 2024 before CRC responsibilities were integrated into the GNC in January 2025 .
- Independence: Board determined all non-employee directors, including Celeste Clark, are independent .
- Attendance and engagement: All current directors attended the 2024 annual meeting; Board held 8 regular meetings and 1 special meeting in 2024 with >99% average attendance; frequent executive sessions without management .
- Board leadership: Wells Fargo has an independent Chair and robust committee charters covering governance, risk, HRC, audit, and finance .
Fixed Compensation
Director compensation structure and Celeste Clark’s 2024 pay.
| Component | 2024 Program Terms | Celeste Clark 2024 Amount |
|---|---|---|
| Annual Cash Retainer ($) | $100,000 (paid quarterly) | $100,000 (included within fees) |
| Committee Chair Retainer ($) | $25,000 for CRC, Finance, GNC; $50,000 for Audit, Risk, HRC | $25,000 (CRC Chair) |
| Meeting Fees ($) | $2,000 per meeting in excess of 12; discontinued effective Apr 1, 2025 | Not disclosed separately; total fees reflect retainer and chair fee |
| Equity Award ($) | $240,000 grant (RSRs converted at grant-date closing price; mandatory deferral) | $240,009 |
| Total Director Compensation ($) | N/A | $365,009 |
Notes:
- Deferral program allowed cash to be deferred to interest-bearing (3.96% in 2024) or stock units; equity awards are mandatorily deferred RSRs with dividends reinvested .
- As of Dec 31, 2024, non-employee directors held no unvested stock awards and no outstanding options .
2025 changes (effective Apr 1, 2025): meeting fees discontinued; annual stock award increased to $265,000; annual cash retainer increased to $110,000; GNC Chair retainer increased to $35,000 reflecting expanded responsibilities .
Performance Compensation
| Metric | How Used | Applies to Director Compensation? |
|---|---|---|
| Company financial/ESG metrics | Used for NEO PSAs (e.g., ROTCE, relative TSR) | Not used; director equity is time-based RSRs with mandatory deferral; no performance-tied metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with WFC |
|---|---|---|
| Darling Ingredients | Materials/Ag Processing | No competitor overlap; ordinary-course banking relationships with directors are reviewed and considered immaterial if non-preferential |
| Prestige Consumer Healthcare | Consumer Health | No competitor overlap; adherence to related person policy |
| Hain Celestial | Consumer Packaged Goods | No competitor overlap; adherence to related person policy |
Compensation Committee Interlocks: Celeste Clark is not on WFC’s HRC; HRC members and interlocks disclosed (no executive officer interlocks) .
Expertise & Qualifications
- Regulatory and Public Policy: Former Kellogg global public policy executive; GNC oversight of government relations and political transparency .
- ESG/Sustainability: Former Chief Sustainability Officer; CRC Chair in 2024; GNC oversight of social/public responsibility and environmental sustainability .
- Corporate Governance: Chairs nom/gov committees at other public companies; WFC GNC member .
- Consumer/Marketing/Digital and International experience: Led initiatives across 180 markets; consumer-sector depth .
- Skills matrix highlights: Risk Management, Strategic Planning, Regulatory, Consumer/Marketing/Digital, Corporate Governance, Environmental & Social Responsibility, Government/Public Policy, International .
Equity Ownership
| Item | Amount |
|---|---|
| Common Stock Owned (shares) | 4,022 |
| Unvested Common Stock Units (shares) | 0 |
| Other Common Stock Units (benefit/deferral plans; counted as beneficially owned) | 2,059 |
| Total Beneficial Ownership (shares) | 6,081 |
| Additional Common Stock Units (not deemed beneficially owned under SEC rules) | 46,483 |
| Options Outstanding | None |
| Unvested Stock Awards at 12/31/2024 | None |
| Stock Ownership Policy (Directors) | Must own ≥5x annual cash retainer after 5 years; directors with ≥5 years exceeded this level as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors; no pledging of Company securities |
Governance Assessment
- Committee effectiveness and ESG oversight: Clark’s CRC leadership and transition to GNC aligns Board oversight of ESG, government relations, and stakeholder reputation with consolidated governance—positive for efficiency and accountability .
- Independence and related-party safeguards: Board-confirmed independence; ordinary-course banking relationships are on non-preferential terms and deemed immaterial; robust related person transaction policy and GNC review framework .
- Ownership alignment and risk policies: Directors subject to stringent ownership guidelines; mandatory deferral of equity; anti-hedging and no-pledging policies strengthen alignment and reduce red-flag risk .
- Attendance and engagement signal: >99% average attendance; executive sessions without management; all directors attended 2024 annual meeting—supports active oversight culture .
- Potential red flags and watchpoints:
- Board limit compliance: WFC limits directors to service on ≤4 public company boards including WFC; Clark serves on three other public boards plus WFC (at the limit), but the company states all directors are in compliance—monitor time commitments given GNC’s expanded remit .
- No hedging/pledging and no options/unvested awards minimize misalignment risk .
- Say-on-Pay support of 92.7% suggests investor confidence in compensation governance overseen by the Board/HRC (context for overall board effectiveness) .