Mark Chancy
WELLS FARGO & COMPANY/MNAbout Mark A. Chancy
Independent director of Wells Fargo & Company; age 60; joined the Board in August 2020. Former Vice Chair and Co-COO of SunTrust Banks and previously CFO and Treasurer; designated “Risk expert” under federal banking regulations and an “audit committee financial expert” under SEC Regulation S-K. Serves on WFC’s Audit and Finance Committees and on the Board of Wells Fargo Bank, N.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunTrust Banks, Inc. | Co-COO and Consumer Segment Executive | 2017–2019 | Senior leadership across wholesale, consumer/commercial banking; regulatory exposure; risk expert . |
| SunTrust Banks, Inc. | Corporate EVP and Wholesale Banking Executive | 2011–2017 | Oversight of wholesale banking functions . |
| SunTrust Banks, Inc. | CFO | 2004–2011 | Accounting and financial reporting expertise; financial expert under SEC Reg S-K . |
| SunTrust Banks, Inc. | Treasurer | 2001–2004 | Capital and liquidity management . |
| The Robinson-Humphrey Company, Inc. | CFO | pre-2001 | Acquired by SunTrust; finance leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVO Payments, Inc. | Director (Prior) | Not disclosed | Audit committee experience at a payments technology firm . |
Board Governance
- Committee memberships: Audit Committee member; Finance Committee member; not a chair of standing committees. Also serves on Wells Fargo Bank, N.A. Board (bank subsidiary). Independence annually affirmed (all standing committee members independent) .
- Committee expertise: Audit Committee identifies him as financially literate and an audit committee financial expert; Finance Committee focuses on interest rate, investment risk, capital planning, and liquidity .
- Attendance and engagement: Board held 9 regular meetings (56 total Board/committee meetings) in 2024 with average attendance over 99%; directors met in executive session at nearly all regular meetings; all directors attended the 2024 annual shareholder meeting .
- Shareholder support: Re-elected at 2025 Annual Meeting with 98.44% votes “For” (2,509,387,741 For; 39,720,701 Against) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Bank Board Retainer ($) | Meeting Fees ($) | Equity Award ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2021 | 177,000 | — | Included in cash (Bank Board $10,000; RCOC chair applies to other director in 2021) | Included (up to $2,000/meeting) | 180,044 | 357,044 |
| 2022 | 132,292 | — | Included (Bank Board $10,000; chair fees per program) | Included (fee in excess of 12 meetings) | 240,019 | 372,311 |
| 2023 | 100,000 (Board retainer) | 0 (not a chair) | 10,000 (Bank Board) | 2,000/meeting above 12 | 240,015 | 350,015 |
| 2024 | 100,000 (Board retainer) | 0 (not a chair) | 10,000 (Bank Board) | 2,000/meeting above 12 | 240,009 | 350,009 |
Notes:
- Program changes effective April 1, 2025: meeting fees discontinued; annual stock award increased to $265,000; annual board cash retainer increased to $110,000; GNC Chair retainer increased to $35,000 (not applicable to Chancy unless appointed chair) .
- Equity awards are restricted share rights (RSRs) mandatorily deferred until a director leaves the Board or later if elected; dividends reinvested .
Performance Compensation
- Not applicable: Non-employee director compensation consists of fixed cash retainers, applicable committee chair retainers, and annual equity grants; no performance metrics (TSR/financial) or variable bonus structure is used for director pay .
Other Directorships & Interlocks
- Current public company boards: None disclosed (beyond WFBNA subsidiary board) .
- Prior public company boards: EVO Payments, Inc. (audit committee member) .
- Interlocks with customers/suppliers/competitors: None disclosed; Board independence determination included review of ordinary-course banking relationships and found them immaterial under categorical standards .
Expertise & Qualifications
- Skills matrix: risk management; strategic planning & operations; financial services; regulatory; human capital management; consumer/marketing/digital; accounting & financial reporting .
- Certifications: Audit committee financial expert (SEC); “Risk expert” under Federal Reserve Enhanced Prudential Standards .
- Sector background: 30+ years in financial services; roles spanning wholesale, consumer & commercial banking, corporate & investment banking, and financial management; marketing and data/analytics exposure .
Equity Ownership
| Date (as of) | Common Stock Owned (a) | Unvested Common Stock Units (b) | Other Common Stock Units (c) | Total Beneficial Ownership (d) | Additional Common Stock Units (e) |
|---|---|---|---|---|---|
| Feb 14, 2024 | 22,451 | — | 3,231 | 25,682 | 2,594 |
| Feb 12, 2025 | 25,764 | — | 8,917 | 34,681 | 4,118 |
- Ownership guidelines: Directors must own ≥5x annual cash retainer within 5 years and for 1 year post-service; deferred shares count; as of Dec 31, 2024, all directors ≥5-year tenure met the requirement, and <5-year directors were on track .
- Hedging/pledging: Prohibited for directors (derivative/hedging transactions) and pledging Company equity as collateral; insider trading policies applicable to directors .
Governance Assessment
- Board effectiveness: Strong committee placement aligned to finance and risk; Chancy’s “risk expert” and “financial expert” designations enhance Audit and Finance oversight in a heavily regulated bank context .
- Independence and conflicts: Board affirmatively determined independence; review of ordinary-course banking relationships found immaterial; no related-person transactions disclosed for Chancy .
- Attendance and engagement: High Board/committee attendance (>99% in 2024) and executive sessions at nearly all regular meetings support effective oversight; directors engage with management, regulators, and shareholders .
- Compensation alignment: Director pay emphasizes equity (mandatory deferral), reinforcing long-term alignment and discouraging short-termism; program updated for 2025 to simplify and increase equity weight; total annual director compensation capped ($750k, Board Chair $1.5M) .
- Investor confidence signals: 98.44% “For” vote in 2025 director election; 92.43% support for Say-on-Pay, indicating broad approval of governance and pay practices .
RED FLAGS
- None identified specific to Chancy: no pledging/hedging (prohibited by policy), no disclosed related-party transactions, no low attendance, no director-specific pay anomalies or option repricing .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay outcome: 92.43% support (2,367,075,302 For; 178,734,946 Against; 15,143,256 Abstentions) .
- Shareholder engagement topics: Board risk/regulatory oversight; governance refresh; workplace culture; public policy; climate—Board disclosed actions and enhanced reporting; CRC responsibilities integrated into GNC in 2025 for efficiency .
Compensation Structure Analysis
- Y/Y mix shifts: 2021 equity $180k increased to $240k in 2022 with discontinuation of most meeting fees; mandatory deferral of equity since 2023; 2025 further increases in stock award ($265k) and cash retainer ($110k) with elimination of meeting fees, simplifying pay and tilting to equity .
- Consultant involvement: Meridian Compensation Partners advises GNC; benchmarking against Labor Market Peer Group; policy updates reflect market practices and shareholder feedback .
Related Party Transactions
- Board disclosure: Ordinary-course banking/financial services relationships existed with certain directors but deemed immaterial under NYSE bright-line and Board categorical standards; no specific related-party exposure noted for Chancy .
Notes on Committee Assignments
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Member | 12 | Financial reporting integrity; internal controls; independent auditor oversight; compliance . |
| Finance Committee | Member | 8 | Interest rate/investment risk; capital planning/adequacy; liquidity; dividends/buybacks; recovery/resolution planning . |
| Wells Fargo Bank, N.A. Board | Member | 9 (2023) / 9→8 (2024 reported as 8 regular + 1 special) | Bank-level oversight; regulatory committees (RCOC/BACC) at bank board level . |
Director Compensation Deferrals (Illustrative 2023)
| Quarter (2023) | Stock Units Credited | Grant Date Fair Value ($) |
|---|---|---|
| Q1 | 736 | 27,500 |
| Q2 | 644 | 27,500 |
| Q3 | 673 | 27,500 |
| Q4 | 559 | 27,500 |
This reflects Chancy’s elective deferral of cash compensation into stock units; equity awards are mandatorily deferred RSRs until Board departure .
Summary
Chancy’s deep finance and risk background, independence, and strong shareholder support position him as a solid contributor to Audit and Finance oversight at WFC. Equity-heavy, deferred director pay, strict anti-hedging/pledging rules, and robust ownership guidelines reinforce alignment; no director-specific conflicts or governance red flags were disclosed .