Richard Davis
WELLS FARGO & COMPANY/MNAbout Richard K. Davis
Independent director of Wells Fargo & Company since April 2022; age 67. Former CEO and Executive Chair of U.S. Bancorp and former President & CEO of Make-A-Wish America. Recognized by the Board as having large financial institution risk management experience (“risk expert”) and currently chairs the board of Wells Fargo Bank, N.A. (the principal banking subsidiary). Determined independent by the Board under NYSE and Wells Fargo standards in early 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | CEO; Executive Chair | CEO 2006–2017; Exec Chair 2007–2018 | Led major U.S. bank; extensive risk, regulatory, and financial reporting experience |
| U.S. Bancorp & predecessors | Various leadership roles | 1993–2005 | Built breadth across consumer, wholesale/institutional, and wealth businesses |
| Make-A-Wish America | President & CEO | Jan 2019 – Nov 2022 | Nonprofit leadership; human capital and ESG insights |
| Financial Services Roundtable; Consumer Bankers Association; The Clearing House | Chair (each) | — | Industry leadership; policy and payments governance |
| Federal Reserve (Ninth District) | Representative; President, Financial Advisory Committee | — | Regulatory and macro policy engagement |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Mastercard Incorporated | Director; Chair, Human Resources & Compensation; Nominating & Corporate Governance | HRC Chair; N&CG member |
| Dow Inc. (and predecessor entities) | Director; Lead Director; Audit Committee Chair; Corporate Governance Committee | Audit Chair; Governance; Lead Director |
| Wells Fargo Bank, N.A. (subsidiary) | Chair of the Bank Board | Bank Board held 8 regular and 1 special meeting in 2024 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE and company standards; Board reaffirmed independence in early 2025 (all directors except the CEO) |
| Current WFC Committees | Risk Committee member |
| Announced Committee Changes (effective upon 2025 AGM outcome) | Will become Chair of the Governance & Nominating Committee (GNC) and a GNC member effective April 29, 2025; Wayne Hewett rotates to Finance and becomes Chair of Finance |
| Risk Expertise | Board determined Davis has large financial institution risk management experience (meets Fed enhanced prudential standards expectation for Risk Committee expertise) |
| Attendance & Engagement | 56 total Board/committee meetings in 2024; average director attendance >99%; all current directors attended the 2024 annual meeting |
Fixed Compensation
| Component | Program Detail (2024 unless noted) | Davis 2024 |
|---|---|---|
| Annual cash retainer | $100,000 for non‑employee directors | Included in $125,000 total cash |
| Committee chair retainers | $50,000 (Audit, Risk, HRC); $25,000 (CRC, Finance, GNC) | N/A at WFC in 2024 (not a WFC committee chair) |
| Meeting fees | $2,000 per Board/committee meeting in excess of 12 | Not separately disclosed for Davis |
| Bank Board retainer | $10,000 annual; Bank Board Chair additional $25,000 (paid $15,000 in 2024) | Received Bank Board retainer $10,000 and $15,000 as Bank Board Chair (both within cash total) |
| 2025 changes (effective Apr 1, 2025) | Cash retainer to $110,000; meeting fees discontinued; GNC Chair retainer to $35,000; annual stock award to $265,000 | Will benefit from GNC Chair retainer upon assuming role, subject to re‑election |
2024 Director Compensation (Davis):
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 |
| Stock Award ($) | $240,009 |
| Total ($) | $365,009 |
Deferrals: Directors could defer cash into interest-bearing accounts (3.96% in 2024) or stock units; equity awards are mandatorily deferred RSRs; paid at or after Board departure per election.
Performance Compensation
| Equity Element | Grant Date | Units/Type | Vesting/Deferral | Notes |
|---|---|---|---|---|
| Annual equity award | Apr 30, 2024 | 4,046 deferred stock units (RSRs) to each non‑employee director | Mandatory deferral until departure (or later per election) | $240,000 target value converted at grant-date close |
| Options | — | None granted to non‑employee directors | — | No outstanding options for directors as of Dec 31, 2024 |
No performance-vested PSU awards are disclosed for directors; director equity is time‑based deferred RSRs.
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Mastercard | Payments ecosystem overlap with banking sector; Board determined Davis is independent; ordinary-course banking relationships with directors are permitted on non‑preferential terms per policy |
| Dow Inc. | Industrial customer/supplier dynamics generally not specified; independence affirmed |
Related-party/Conflict Oversight: The Related Person Transaction Policy assigns the GNC to review/approve covered transactions; ordinary‑course, non‑preferential financial services with related persons are pre‑approved under policy. No director‑specific related‑party transaction for Davis was disclosed.
Expertise & Qualifications
- 40+ years in financial services; former CEO/Executive Chair of U.S. Bancorp; deep risk, regulatory, and financial reporting experience; designated large financial institution risk management experience by the Board.
- Governance leadership across multiple public companies; audit chair and lead director at Dow; compensation chair at Mastercard; bank payments and policy leadership (The Clearing House).
- Human capital and ESG exposure via nonprofit CEO role and compensation committee leadership.
Equity Ownership
| Category | Amount |
|---|---|
| Common Stock Owned | 4,244 |
| Unvested Common Stock Units (vesting within 60 days of Feb 12, 2025) | — |
| Other Common Stock Units (deferred, <60 days if retired) | 10,327 |
| Total Beneficial Ownership (SEC definition) | 14,571 |
| Additional Common Stock Units (deferred, >60 days if retired) | 5,683 |
| Aggregate (incl. additional units) | 20,254 |
Ownership policies and safeguards:
- Director stock ownership guideline: 5x annual cash retainer within 5 years; directors with <5 years of service (like Davis) are on track to comply.
- Anti-hedging and no-pledging policies apply to directors.
- None of the directors or officers individually own >1% of outstanding shares.
Governance Assessment
- Strengths: Former large-bank CEO with recognized risk expertise; active Risk Committee member; slated to chair the GNC (which now also oversees topics formerly under the Corporate Responsibility Committee), signaling trust in governance leadership; additional oversight as Chair of the Bank Board; strong alignment via mandatory deferred equity and robust ownership/anti‑hedging/no‑pledging policies; Board-wide attendance >99% indicates high engagement.
- Watch items: Multiple significant external roles (Mastercard HRC Chair; Dow Lead Director and Audit Chair) elevate workload, though he remains within Wells Fargo’s outside board limits; independence reaffirmed and related-party safeguards in place; no Davis‑specific related‑party transactions disclosed.
- Pay structure: Director pay remains equity‑heavy and deferred; 2025 program increases cash and equity retainer and eliminates meeting fees; Davis’s move to GNC Chair adds a modest chair retainer—consistent with expanded governance scope, not a red flag.