Ron Sargent
WELLS FARGO & COMPANY/MNAbout Ronald L. Sargent
Ronald L. Sargent, age 69, has served on Wells Fargo’s board since February 2017. He is an independent director, Audit Committee financial expert, and currently chairs the Human Resources Committee; he also serves on the Audit Committee and Governance & Nominating Committee. Sargent is the former CEO and Chair of Staples, Inc., and was appointed interim CEO and Chair of The Kroger Co. effective March 2, 2025, with the WFC board evaluating and confirming this change does not impair his service to Wells Fargo and complies with WFC’s outside board service limits .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | CEO (Feb 2002–Jun 2016); Chair (Mar 2005–Jan 2017); President & COO (1998–2002); earlier leadership roles (1989–1997) | 1989–2017 | Led global retail operations; significant accounting and financial reporting experience; cyber and supply chain oversight; designated Audit Committee “financial expert” at WFC . |
| The Kroger Co. | Various leadership roles (pre-1989) | pre-1989 | Early retail/operations experience foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kroger Co. | Interim CEO & Chair | Since Mar 2025 | Board formed search for permanent CEO; WFC confirmed compliance with outside board limits and requested Sargent continue service . |
| Five Below, Inc. | Director | Current | Compensation committee; Nominating & Governance committee . |
| Home Depot, Inc. | Director | Prior | Public company board experience . |
| Mattel, Inc. | Director | Prior | Public company board experience . |
Board Governance
- Committee assignments and roles (2024): Human Resources Committee Chair; Audit Committee member; Governance & Nominating Committee member; Audit Committee financial expert designation under SEC rules .
- Independence: WFC Board determined Sargent is independent under NYSE and WFC Director Independence Standards .
- Attendance and engagement: 56 total board and committee meetings in 2024; average director attendance >99%; directors attended the 2024 annual meeting; committees held executive sessions and board held executive sessions at nearly all regular meetings .
- Committee meeting cadence in 2024: Audit (12); HRC (6); GNC (5); Risk (9); Finance (8) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears for non-employee directors. |
| Committee chair retainer (HRC) | $50,000 | Audit, Risk, HRC chairs: $50,000; CRC/Finance/GNC chairs: $25,000 (CRC dissolved in Jan 2025; GNC expanded) . |
| Meeting fees | $2,000 per meeting exceeding 12 per year | Applied to separate board/committee meetings beyond 12; discontinued effective Apr 1, 2025 . |
| 2024 cash actually earned (Sargent) | $150,000 | Reflects base retainer + HRC chair retainer; see director compensation table . |
| 2024 equity grant (standard) | $240,000 Restricted Stock Rights (RSRs), mandatorily deferred until board exit (dividends reinvested) | Granted at Apr 30, 2024 annual meeting; rounded to whole units using grant date close . |
| 2024 equity grant (Sargent reported) | $240,009 (grant date fair value) | Per director compensation table. |
| Deferral program | Cash can be deferred to interest-bearing (3.96% in 2024) or stock units; equity is mandatorily deferred RSRs | Paid lump sum or installments per election. |
| 2025 program changes | Cash retainer increased to $110,000; annual stock award increased to $265,000; meeting fees discontinued; GNC Chair retainer increased to $35,000 | Effective April 1, 2025. |
Performance Compensation
| Element | Design/Metric | Status |
|---|---|---|
| Director equity awards | Time-based RSRs; mandatory deferral | No performance metrics disclosed for director compensation; all directors held no unvested stock awards as of Dec 31, 2024 . |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Considerations |
|---|---|---|
| The Kroger Co. | Interim CEO & Chair | Outside board service reviewed under WFC policy; WFC Board determined it does not impair service and complies with limits (≤4 public boards; CEO constraints addressed) . |
| Five Below, Inc. | Director | Consumer retail exposure; committees: compensation; nominating & governance . |
| Home Depot, Inc.; Mattel, Inc. | Prior Director | Retail/consumer exposure; historical oversight experience . |
Expertise & Qualifications
- Human capital and compensation oversight: extensive leadership experience managing large global retail workforces; chairs WFC HRC overseeing incentive compensation risk, culture, succession, and clawbacks .
- Accounting/financial reporting: experience as CEO; designated Audit Committee “financial expert” at WFC .
- Consumer/marketing/digital: 35+ years retail experience including e-commerce transformation; relevant to WFC’s consumer businesses .
- Corporate governance: service across multiple public boards; committee leadership roles .
Equity Ownership
| Holder | Common Stock Owned | Unvested Common Stock Units (vesting ≤60 days) | Other Common Stock Units (payable ≤60 days) | Total Beneficial Ownership | Additional Common Stock Units (payable >60 days) | Total Units/Exposure |
|---|---|---|---|---|---|---|
| Ronald L. Sargent | 18,131 | — | — | 18,131 | 76,311 | 94,442 |
- Ownership policy: after five years, directors must own ≥5× annual cash retainer; all directors with ≥5 years exceeded as of Dec 31, 2024; holding deferred shares counts toward compliance .
- None of WFC directors/NEOs individually beneficially own >1% of outstanding common stock .
2024 Deferrals Credited (Cash → Stock Units)
| Quarter (2024) | Stock Units Credited | Grant Date Fair Value ($) |
|---|---|---|
| Q1 | 651 | 37,500 |
| Q2 | 619 | 37,500 |
| Q3 | 677 | 37,500 |
| Q4 | 534 | 37,500 |
Governance Assessment
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Strengths:
- Independent director with deep human capital/compensation expertise; chairs HRC overseeing incentive compensation risk, clawbacks, culture, and succession; designated Audit Committee financial expert, enhancing financial control oversight .
- High engagement and attendance; board and committees held 56 meetings in 2024 with >99% attendance; robust executive sessions and stakeholder engagement .
- Ownership alignment: exceeds 5× retainer guideline and holds substantial deferred stock units, aligning incentives with long-term shareholder value .
- Independence affirmed under NYSE and WFC standards; no related-person transactions disclosed involving Sargent .
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Watch items / potential conflicts:
- Time commitment risk: concurrent service as Kroger interim CEO & Chair. WFC Board reviewed and determined no impairment to WFC service; remains compliant with outside board limits, but investors should monitor workload and potential overlapping strategic demands .
- Interlocks in consumer retail: While industry exposure benefits WFC’s consumer insights, any significant business dealings between WFC and companies where Sargent holds leadership should be monitored; WFC reported ordinary-course banking relationships generally and found them immaterial under independence standards; none specific to Sargent disclosed .
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Compensation structure signals:
- Mix favors equity via mandatory deferred RSRs, reinforcing long-term alignment; program changes in 2025 increase both cash retainer and equity while simplifying by eliminating meeting fees—neutral to positive for alignment and governance simplification .
- No director options; no performance-linked metrics for director equity—consistent with market practice for director pay; HRC’s oversight of executive pay and clawbacks mitigates pay risk for management .
Overall, Sargent’s governance profile supports investor confidence through independent oversight, compensation risk governance expertise, and strong ownership alignment, with the primary monitoring focus on time commitments given his interim CEO role at Kroger .