Suzanne Vautrinot
WELLS FARGO & COMPANY/MNAbout Suzanne M. Vautrinot
Suzanne M. (Zan) Vautrinot, age 65, has served on the Wells Fargo Board since February 2015. She is President of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm (since October 2013), and a retired U.S. Air Force Major General with deep cyber, risk, and crisis-management credentials; she is a member of the National Academy of Engineering. She is an independent director and currently serves on the Board’s Risk Committee; in 2024 she also served on the Corporate Responsibility Committee (CRC), which was dissolved in January 2025 with responsibilities integrated into the Governance & Nominating Committee (GNC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force, Air Forces Cyber and Air Force Network Operations | Major General and Commander | 2011–2013 | Led multibillion-dollar cyber enterprise; enterprise risk planning, crisis management, oversight of ~14,000 personnel |
| U.S. Cyber Command | Director of Plans and Policy | 2010 | Cyber strategy and policy planning |
| U.S. Strategic Command, Network Warfare | Deputy Commander | 2008–2010 | Network warfare leadership |
| Air Force Recruiting Service | Commander | 2006–2008 | Human capital leadership |
| 50th Space Wing | Commander | 2003–2005 | Space/cyber operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Leadership |
|---|---|---|---|
| CSX Corporation | Director | Current | Audit Committee; Governance Committee |
| Ecolab Inc. | Director | Current | Audit Committee; Safety, Health & Environment Committee Chair |
| Parsons Corporation | Director | Current | Audit & Risk Committee; Corporate Governance & Responsibility Committee Chair |
| NortonLifeLock Inc. | Director | Prior | Prior public company directorship |
Board Governance
- Independence: The Board determined Ms. Vautrinot is independent under Wells Fargo’s Director Independence Standards and NYSE rules; all standing Board committees are composed entirely of independent directors.
- Committees: Risk Committee (member). She also served on the Corporate Responsibility Committee in 2024 before its dissolution/integration into the GNC in January 2025.
- Risk Committee oversight focus: nine meetings in 2024 (incl. one joint with Audit); committee responsibilities span risk appetite, risk framework effectiveness, and oversight of material financial/non-financial risks; members (including Ms. Vautrinot) bring information security/cybersecurity/technology expertise.
- Attendance: Board and committee attendance by current directors averaged more than 99% in 2024; all current directors attended the 2024 annual meeting. Executive sessions were held at nearly all regular Board meetings.
- Board engagement: Independent Chair and committee chairs (including Risk Committee representation) engaged with management, regulators, shareholders, independent auditor and advisors in 2024.
- Committee structural changes: The CRC held 4 meetings in 2024 and was dissolved in January 2025 with responsibilities integrated into the GNC.
- Meeting counts context: Risk Committee held 9 meetings in 2024; CRC held 4 meetings in 2024.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Vautrinot) | $100,000 | 2024 Director Compensation Table (individual) |
| Standard Annual Cash Retainer (program) | $100,000 | Paid quarterly; prorated for mid-year joins |
| Committee/Subcommittee Chair Retainers | $25,000–$50,000 | $50k for Audit, Risk, HRC; $25k for CRC, Finance, GNC (not applicable to Vautrinot in 2024) |
| Board/Committee Meeting Fee | $2,000 | Per meeting in excess of 12 (2024 program) |
- 2025 changes approved: Meeting fees discontinued; annual stock award increased to $265,000; annual board member cash retainer increased to $110,000; GNC Chair retainer increased to $35,000.
Performance Compensation
| Equity Component | Grant Value/Units | Vesting/Deferral | Plan Notes |
|---|---|---|---|
| 2024 Annual Equity Award (RSRs) | $240,009 | Mandatorily deferred until departure (or later if elected); dividends reinvested | Converted to a number of RSRs using grant-date close; each non-employee director received 4,046 deferred stock units on April 30, 2024 |
| Options | None outstanding | — | No outstanding options for non-employee directors as of Dec 31, 2024 |
| Deferral program (cash) | Electable | Deferred cash earns 3.96% interest (2024); or can be deferred into common stock units | Paid lump sum or installments per election |
Performance metrics table (directors): Director equity is not performance-conditioned; awards are time/departure-deferred restricted share rights with no performance metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | CSX; Ecolab; Parsons (committee chair roles at Ecolab and Parsons) |
| Interlocks/conflicts | The Board’s independence review considered banking/financial services relationships and found them immaterial and on non-preferential, ordinary course terms; Ms. Vautrinot was determined independent. |
| Related person transactions policy | Transactions where a related person is only a director of the counterparty, or ordinary-course/non-preferential lending and services, are deemed pre-approved under thresholds; GNC oversees review/approval. |
Expertise & Qualifications
- Primary expertise: Risk management; information security/cybersecurity/technology; strategic planning and operations; human capital management; corporate governance; environmental & social responsibility; government/public policy; international experience.
- Background highlights: Oversaw DoD global network operations; influenced development and application of critical cybersecurity technologies; led a 14,000-person workforce; multiple senior cyber commands; decorated with Defense Superior Service Medal and Distinguished Service Medal.
Equity Ownership
| Measure (as of Feb 12, 2025) | Amount | Notes |
|---|---|---|
| Common Stock Owned | 17,634 | Direct/indirect beneficial ownership |
| Unvested Common Stock Units | — | None reported as unvested |
| Other Common Stock Units | 10,327 | Deferred units deemed not beneficially owned under SEC rules |
| Total Beneficial Ownership | 27,961 | Shares deemed beneficially owned under SEC rules |
| Additional Common Stock Units | 20,272 | Additional deferred units not counted as beneficially owned |
| Aggregate (beneficial + additional units) | 48,233 | Sum of columns for context (SEC “beneficial” excludes add’l units) |
| Ownership as % of shares outstanding | <1% | None of the directors/NEOs individually own ≥1% |
| Stock ownership policy compliance | Exceeds 5x cash retainer requirement (after 5 years) | The proxy states each director with ≥5 years’ service exceeded the guideline as of 12/31/24; Ms. Vautrinot has served since 2015 |
Policies reinforcing alignment:
- Director Stock Ownership Policy: 5x annual cash retainer within five years; compliance monitored annually; all eligible directors exceeded as of 12/31/24.
- Anti‑hedging: Prohibited for directors and employees.
- No pledging: Directors and executive officers prohibited from pledging company equity securities.
- Insider trading policy: Robust policies for directors, officers, employees.
Insider trades and compliance:
- Section 16 filings: Company disclosed only two exceptions (Fabian Garcia late filing; CeCelia Morken amended Form 3 and one late filing). Ms. Vautrinot was not cited in exceptions.
Fixed Compensation (Detail Table – 2024 Individual)
| Name | Fees Earned or Paid in Cash ($) | Stock Award ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Suzanne M. Vautrinot | 100,000 | 240,009 | — | 340,009 |
Program guardrails and governance:
- Director compensation limit: $750,000 annual cap per non-employee director ($1.5 million for Board Chair).
- GNC uses independent consultant (Meridian) for director comp reviews; 2025 changes recommended and approved.
Governance Assessment
Strengths
- Cyber-risk and enterprise risk governance: Brings rare operational cyber command experience directly aligned with WFC’s critical non-financial risk domains; Risk Committee explicitly benefits from members with cybersecurity/technology expertise (Morris and Vautrinot). This is a clear positive for regulator-facing credibility and board oversight of operational and information security risk.
- Independence and alignment: Independent director; strong stock ownership requirements (met by all eligible directors), anti-hedging, and no-pledging policies align director interests with shareholders.
- Engagement/attendance: Board and committee attendance averaged >99%; directors (incl. Risk Committee members) engaged with regulators and other stakeholders—indicative of high engagement culture.
Potential Risk Indicators / Watch‑outs
- Overboarding/capacity risk: Concurrent service on three other public company boards and multiple committee chair roles (Ecolab and Parsons) may raise capacity considerations for some investors; WFC’s board succession framework explicitly evaluates outside board service and time commitments. Monitor workload and meeting cadence.
- Related‑party exposure: As standard for large banks, directors may maintain ordinary-course banking/financial services relationships; WFC’s policy deems such transactions non-preferential and immaterial when on market terms; independence determination affirmed. Continue to monitor for any changes at her external companies (CSX/Ecolab/Parsons) that could introduce material transactions.
Signals for investors
- Compensation mix skews to equity via mandatory deferral of RSRs, improving long-term alignment; 2025 program moves further toward simplicity (no meeting fees) and increased equity value—modest positive for alignment and governance clarity.
- Risk governance focus remains intense (9 Risk Committee meetings), and her cybersecurity expertise is explicitly cited as additive—supportive of investor confidence on non‑financial risk oversight.