Steven Black
WELLS FARGO & COMPANY/MNAbout Steven D. Black
Independent Chair of Wells Fargo’s Board since August 2021; director since April 2020. Age 72, former Co‑CEO of Bregal Investments (2012–2021) and long‑tenured JPMorgan investment banking executive (vice chair and executive chair) with a 45‑year career in financial services and private equity. Brings deep risk management, regulatory, strategy, capital markets, and human capital experience; prior public company directorships include The Bank of New York Mellon and Nasdaq, where he chaired the management compensation committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bregal Investments, Inc. | Former Co‑CEO | Sep 2012 – Dec 2021 | Led international PE platform; governance and compensation oversight experience . |
| JPMorgan | Vice Chair; Executive Chair/Co‑CEO of Investment Bank; Deputy Co‑CEO; Head of Global Equities | 2000–2011 (various roles) | Risk and strategy leadership; executive and operating committees; capital markets oversight . |
| Citigroup & predecessors | Various leadership roles | pre‑2000 | Global financial services leadership; wholesale/institutional banking exposure . |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Bank of New York Mellon Corporation | Director (prior) | Not disclosed | Board experience at highly regulated financial institution . |
| Nasdaq, Inc. | Director (prior) | Not disclosed | Chaired management compensation committee; governance and pay oversight . |
Board Governance
- Roles and committees: Independent Chair; Finance Committee Chair; Human Resources Committee member .
- Chair responsibilities: Board composition input, CEO advisory and performance evaluation participation, shareholder engagement, regulator liaison, presides at annual meeting, leads strategy reviews .
- Independence: Board determined Black is independent under NYSE and Wells Fargo standards .
- Attendance and engagement: 56 total Board/committee meetings in 2024; average director attendance >99%; all directors attended the 2024 annual meeting. Executive sessions chaired by Black; he and committee chairs engaged with regulators, shareholders, and key internal leaders .
- Succession and leadership: Board annually selects the Chair; if re‑elected, Black continues as Independent Chair (held since Aug 2021) .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $100,198 | Base Board retainer; includes any eligible meeting fees . |
| Committee chair cash | $0 | As Independent Chair, receives chair retainer in equity in lieu of committee chair fees . |
| Total cash | $100,198 | Paid quarterly; deferrable to stock units . |
Performance Compensation
| Equity Vehicle | Grant Date/Units | Grant Value (USD) | Vesting/Deferral Terms |
|---|---|---|---|
| Annual director RSRs | 4,046 deferred stock units on Apr 30, 2024 | $240,009 | Mandatory deferral until departure (or later if elected); dividends reinvested . |
| Independent Chair equity retainer | 4,141 deferred stock units (quarterly awards) | $250,496 | Paid quarterly in equity; mandatory deferral until departure . |
| Total equity (2024) | — | $490,505 | Equity is time‑based, not performance‑conditioned; no options granted . |
2024 mix: ~17% cash, ~83% equity ($590,703 total) .
Other Directorships & Interlocks
- Prior public company boards: The Bank of New York Mellon; Nasdaq (compensation committee chair) .
- Compensation committee interlocks: None; in 2024 HRC members (including Black) had no employment ties and no reciprocal interlocks with companies having executives on WFC’s Board or HRC .
- Current additional boards: Not disclosed in 2025 proxy beyond WFC .
Expertise & Qualifications
- Skills matrix designation: Risk management; strategic planning/operations; financial services; regulatory; human capital; information security/cyber/technology; corporate governance; international .
- Biography highlights: Led major investment bank and PE firm; deep wholesale/institutional banking and wealth management; compensation governance experience from Nasdaq; extensive regulator engagement .
Equity Ownership
| Policy/Status | Detail |
|---|---|
| Director stock ownership guideline | 5x annual cash retainer after five years of service; must maintain while on Board and one year after . |
| Compliance status (as of Dec 31, 2024) | Directors ≥5 years exceeded guideline; directors <5 years (Black joined Apr 2020) are on track to meet within 5 years . |
| Hedging/pledging | No pledging of Company securities by directors under Corporate Governance Guidelines; hedging prohibited under Code of Conduct . |
| Deferral program | Directors may defer cash into interest or stock units; equity awards are mandatorily deferred RSRs with dividends reinvested . |
Governance Assessment
- Board effectiveness: Independent Chair structure, rigorous committee coverage, and robust risk oversight. Black’s chair role central to risk/regulatory dialogue, shareholder engagement, and ensuring diverse committee skill sets .
- Independence and conflicts: Board affirmed independence; disclosed employment of a non‑immediate family relative at WFC in a non‑strategic role predating Black’s tenure, over which he has no oversight—Board deemed relationship immaterial under categorical standards (monitor but not a material conflict) .
- Alignment and incentives: High equity weighting with mandatory deferral and ownership policy promotes long‑term alignment; meeting fees largely discontinued in 2025 to simplify compensation. No options or performance‑linked director equity, consistent with governance best practice for non‑employee directors .
- Attendance and engagement signals: >99% average attendance; direct engagement with regulators and shareholders by Black and committee chairs supports investor confidence in ongoing remediation and risk control priorities .
RED FLAGS (monitored)
- Related-party exposure: Employment of a relative (non‑immediate family, non‑strategic, no oversight) — Board deemed immaterial; continue monitoring for changes .
- Pay structure inflation risk: Chair receives additional equity retainer, but total annual director compensation remains within plan limits; no tax gross‑ups, no options, and equity capped by plan limits for non‑employee directors .
Committee Assignments Snapshot
| Committee | Role | 2024 Meetings | Oversight Focus |
|---|---|---|---|
| Finance | Chair | 8 | Capital planning/adequacy, interest rate/investment risk, stress testing, dividends/buybacks, recovery/resolution planning . |
| Human Resources (Compensation) | Member | 6 | Executive compensation philosophy, incentive comp risk management/clawbacks, CEO performance/pay, culture, succession . |
| Board (Independent Chair) | Leads executive sessions; presides at AGM | 9 Board meetings; 56 total Board/committee meetings in 2024 | Board composition, CEO advisory, stakeholder engagement, strategy review, regulator liaison . |
Director Compensation Program (Context)
- 2024: $100,000 cash retainer; $240,000 annual RSR equity grant; committee chair fees ($25k for Finance) apply generally but Independent Chair receives a $250,000 equity retainer in lieu of committee chair fees; meeting fees $2,000 beyond 12 total meetings .
- 2025 changes: Discontinue meeting fees; annual stock award to $265,000; cash retainer to $110,000; GNC Chair retainer to $35,000 reflecting expanded responsibilities .