Charles Scharf
WELLS FARGO & COMPANY/MNAbout Charles Scharf
Charles W. Scharf is CEO and President of Wells Fargo since October 2019 and serves on the company’s Board of Directors; age 60 as disclosed in the 2025 proxy biography . Under his leadership, Wells Fargo’s 2024 performance metrics included ROTCE of 13% and net income of $19,722 million; the company’s TSR translated an initial $100 investment to $149 versus $133 for the peer group in 2024 . He is designated a “risk expert” under federal banking regulations and has prior CEO/CFO roles at major financial institutions (BNY Mellon, Visa, JPMorgan, Bank One, Citi) reflecting deep operational, regulatory, and technology transformation experience . Board independence determinations classify Scharf as a non-independent director; all standing committees remain fully independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bank of New York Mellon Corporation | CEO; Board Chair | CEO 2017–2019; Chair 2018–2019 | Led technology-driven digital transformation and global operations; strengthened risk and compliance posture . |
| Visa Inc. | CEO | 2012–2016 | Scaled payments infrastructure; enhanced consumer/merchant ecosystems . |
| One Equity Partners (JPMorgan private investment arm) | Managing Director | 2011–2012 | Investment leadership; portfolio oversight within financial services . |
| JPMorgan | CEO, Retail Financial Services | 2004–2011 | Drove consumer banking strategy, operations, and risk management . |
| Bank One Corporation | CEO, Retail Division; CFO | CEO Retail 2002–2004; CFO 2000–2002 | Led retail banking operations; oversaw financial reporting and capital allocation . |
| Citigroup | CFO, Global Corporate & Investment Bank division | 1999–2000 | Financial reporting leadership for global CIB; control enhancement . |
External Roles
| Organization | Role | Years | Committee Roles |
|---|---|---|---|
| Microsoft Corporation | Director | Current | Compensation Committee; Governance & Nominating Committee . |
| Prior public boards | Director/Chair | Prior | BNY Mellon (Board Chair); Visa Inc. . |
Fixed Compensation
Multi-year CEO compensation as reported:
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $2,500,000 | $2,500,000 | $2,500,000 |
| Stock Awards (grant-date fair value, ASC 718) | $16,634,175 | $16,634,168 | $20,372,110 |
| Non-Equity Incentive Plan Compensation | $5,365,854 | $6,625,000 | $7,178,500 |
| Change in Pension Value & Deferred Comp Earnings | $0 | $0 | $0 |
| All Other Compensation | $142,497 | $207,030 | $262,949 |
| Total Compensation | $24,642,526 | $25,966,198 | $30,313,559 |
Additional 2024 pay-for-performance breakdown used by HRC/Board (for performance year 2024):
| Component | Amount ($) |
|---|---|
| Salary | $2,500,000 |
| Annual Cash Bonus | $7,178,500 |
| Performance Share Awards (PSAs) | $13,998,075 |
| Restricted Share Rights (RSRs) | $7,537,425 |
| Total CEO Compensation (performance year 2024) | $31,214,000 |
CEO pay ratio for 2024 was 378:1 (CEO $30,313,559 vs. median employee $80,296) .
Performance Compensation
2024 variable pay determination framework and outcomes:
| Metric | Weighting | Target | Actual | Payout/Effect | Vesting |
|---|---|---|---|---|---|
| Company performance (financial & risk) | 65% | 100% achievement | 113% achievement | Contributes to total variable 117.2% | PSAs: 3-year cliff vest; RSRs per grant schedules . |
| Individual performance (leadership, strategy, culture) | 35% | 100% achievement | 125% achievement | Contributes to total variable 117.2% | Equity subject to clawback/forfeiture policies . |
| Total performance achievement | — | — | — | 117.2% x $24.5M Target Variable = $28.7M Total Variable | Equity vesting as per award agreements . |
PSA program design and 2022 award payout:
| PSA Component | Performance Scale | 2022 Grant 3-year Performance Result | Payout |
|---|---|---|---|
| Absolute ROTCE (75% weight) | <5.0%→0%; 10.5%→100%; ≥13.0%→150% | Average ROTCE exceeded 13% (adjusted) | 150% of target |
| Relative ROTCE (25% weight) | <25th→0%; 50th→100%; ≥75th→150% | ~55th percentile | 109% of target |
| TSR modifier | ±20% if top/bottom quartile; no upward if absolute TSR negative | Relative TSR 46th percentile (no modifier) | Final payout 140% of target |
| Vesting | 3-year cliff vesting | Period ended Dec 31, 2024 | Certified Q1 2025 |
Special retention/equity award (July 29, 2025):
| Instrument | Size/Terms | Vesting | Conditions |
|---|---|---|---|
| RSRs | ~$30 million grant-date value | Pro-rata after 4th, 5th, 6th anniversaries of grant date | Forfeiture of unvested portions if resign/retire; subject to clawback and stock ownership policy . |
| Stock Options | 1,046,000 options; $82.65 exercise price; expires July 29, 2035 | Pro-rata after 4th, 5th, 6th anniversaries of grant date | Similar termination/clawback conditions; option-specific exercise rules . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 919,234 shares (including joint/trust holdings) as of Feb 12, 2025; none >1% of outstanding . |
| Unvested equity (not counted as beneficially owned) | PSAs (target): 924,083; RSRs: 239,599 (plus dividend equivalents on target PSAs) . |
| Ownership guidelines | CEO minimum 6x base salary; 75% net vested shares retained until in compliance, then 50%; applies during service and one year post-retirement; all NEOs in compliance as of Dec 31, 2024 . |
| Anti-hedging/pledging | Hedging of company securities prohibited; directors/executives prohibited from pledging company equity securities . |
| Clawback/forfeiture | Mandatory clawback for restatements (Rule 10D-1) and discretionary Clawback & Forfeiture Policy covering misconduct, inaccurate metrics, risk management failures, regulatory progress (PSAs only); applies to incentive comp vested/paid within five years . |
Employment Terms
| Provision | Summary |
|---|---|
| Employment agreement | The company states “No executive employment agreements” for NEOs . |
| Retirement status | Scharf met retirement definition under LTIP/LTICP as of Dec 31, 2024 . |
| Post-retirement policy | Chair/CEO Post-Retirement Policy: for two years post-retirement, subject to Board/HRC approval, office space, admin assistance, part-time driver, contingent on continued availability for consultation and representation; value depends on usage . |
| Restrictive covenants (TSA) | Non-solicitation of employees/customers for one year post-employment (subject to applicable law); confidentiality and trade secrets protections; assignment of inventions; at-will employment . |
| Notice period | Senior officers have advance written notice requirements (e.g., SEVP 180 days; EVP 90 days; others per appendix) . |
Board Governance
- Service history and structure: Scharf has been a director since October 2019; the Board is led by an independent Chair (Steven D. Black) with annual selection and well-defined responsibilities; all standing committee members are independent .
- Committees: Audit, Finance, Governance & Nominating, Human Resources, Risk—each fully independent; Scharf does not sit on these committees .
- Attendance: The Board held eight regular meetings and one special in 2024; average attendance over 99% across Board and committees; executive sessions held nearly every regular meeting, chaired by the independent Chair .
- Upcoming leadership change: The Board announced intent to appoint Scharf as Chairman and to designate a Lead Independent Director to maintain independent oversight .
- Independence: The Board determined Scharf is not independent; all other director nominees are independent under NYSE and company standards .
Compensation Design, Peer, and Say-on-Pay
- Design: Majority of total compensation delivered as long-term equity with multi-year vesting and three-year financial goals (ROTCE and relative TSR) promoting risk-adjusted performance .
- Peer alignment: HRC adjusted Financial Performance Peer Group in 2024 and raised the target three-year average absolute ROTCE required for target payout in the 2025 PSA program .
- Say-on-Pay: 2024 advisory vote received approximately 92.7% support, indicating broad shareholder alignment with the program .
Performance & Track Record
- Regulatory milestones: Board/HRC statements credit Scharf’s leadership with termination of ten consent orders since 2019 and continued progress on risk/control infrastructure; in July 2025 the Board cited termination of 13 consent orders during his tenure and the Federal Reserve’s removal of the 2018 asset cap in June 2025 .
- Capital return and financial execution: 2024 ROE 11.4%, ROTCE 13.4%; ~$25B capital returned including $20B buybacks and a 15% dividend increase; diluted EPS +11% YoY .
- Pay-versus-performance: Compensation actually paid tracked upward with market performance in 2024 (compensation actually paid $70,403,899; TSR $149 vs. peer $133) .
Risk Indicators & Red Flags
- CEO pay ratio elevated at 378:1, a potential scrutiny point despite strong TSR and ROTCE outcomes .
- Dual-role governance: Transition to combined CEO/Chair role can raise independence concerns; mitigation via appointment of a Lead Independent Director was announced .
- Robust clawbacks and no hedging/pledging reduce misalignment risk; no repricing of options without shareholder approval .
Equity Ownership & Vesting Schedules (Liqudity/Selling Pressure)
| Item | Potential Supply Consideration |
|---|---|
| 2022–2024 PSAs and RSRs | PSAs cliff vest after three years; 2022 PSAs paid at 140%—payout settled Q1 2025; subsequent PSA cycles create periodic vesting-driven supply . |
| 2025 Special Award | RSRs and Options vest pro-rata on 4th, 5th, 6th anniversaries (2029–2031), creating defined multi-year equity distribution dates; unvested forfeited on resignation/retirement . |
| Stock Ownership Policy | Post-vesting holding requirements (retention of 50% of net shares after compliance and one year post-retirement) temper near-term selling . |
Investment Implications
- Alignment and retention: The 2025 one-time RSR/Option grant with vesting in 2029–2031 materially reduces near-term CEO retention risk and aligns incentives to long-term TSR and ROTCE, while post-vesting holding requirements limit selling pressure .
- Governance oversight: Planned appointment of a Lead Independent Director as Scharf becomes Chairman addresses common combined-role concerns; committees remain independent, sustaining risk and compensation oversight .
- Performance linkage: Program emphasizes ROTCE and relative TSR with capped upside and risk-balancing clawbacks; strong 2024 outcomes support pay-for-performance, but high CEO pay ratio may draw governance attention despite 92.7% Say-on-Pay approval .
- Regulatory de-risking: Continued termination of consent orders and removal of the Fed asset cap signal improved regulatory posture; supports multiple expansion and greater strategic flexibility under current leadership .
Notes
- All figures, roles, policies, and outcomes above are extracted from Wells Fargo’s 2025 DEF 14A and 2025 8-K disclosures with citations provided inline. Any omitted items were not disclosed in the cited documents.