Theodore Craver
WELLS FARGO & COMPANY/MNAbout Theodore F. Craver, Jr.
Independent director of Wells Fargo & Company; age 73; director since January 2018. Former Chair, President and CEO of Edison International (2008–2016) with 23 years of prior banking experience at First Interstate Bancorp, a predecessor to Wells Fargo. Currently Audit Committee Chair at WFC; also serves on the Finance Committee and Governance & Nominating Committee; holds a CERT Certificate in Cybersecurity Oversight and sits on the advisory board of the Center on Cyber and Technology Innovation. Member of the board of Wells Fargo Bank, N.A.; all WFC directors were deemed independent except the CEO, and average Board/committee attendance in 2024 exceeded 99% with all directors attending the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edison International | Chair, President & CEO | Apr 2008 – Sept 2016 | Led a heavily regulated utility; risk management and governance leadership |
| Edison Mission Energy (subsidiary) | Chair & CEO | 2005 – 2008 | Subsidiary leadership, risk oversight |
| Edison International | Various leadership roles | 1996 – 2005 | Senior executive roles in a regulated industry |
| First Interstate Bancorp | Various leadership roles | pre-1996 | 23 years in banking; wholesale/institutional and wealth insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Independent Lead Director; Chair, Corporate Governance Committee; member, Compensation & People Development; effective Apr 1, 2025 Independent Chair | Current | Board leadership, governance and compensation oversight |
| Center on Cyber and Technology Innovation | Advisory Board Member | Current | Cybersecurity oversight expertise |
| Federal Reserve Bank of San Francisco | Economic Advisory Council (former) | Former | Regulatory/economic insight |
Board Governance
- Committee assignments (WFC): Audit Committee Chair; member, Finance Committee; member, Governance & Nominating Committee .
- Independence: Board affirmatively determined Craver is independent under NYSE and WFC standards .
- Bank Board: Director of Wells Fargo Bank, N.A. .
- Attendance & engagement: Board/committees held 56 total meetings in 2024; average attendance >99%; all directors attended the 2024 annual meeting .
- Committee activity (2024 meetings):
- Audit Committee: 12 meetings (incl. joint sessions)
- Finance Committee: 8 meetings
- Governance & Nominating Committee: 5 meetings
- Governance streamlining: Corporate Responsibility Committee responsibilities integrated into GNC in Jan 2025 (CRC dissolved) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly |
| Audit Committee Chair retainer | $50,000 | Paid quarterly |
| Bank Board cash retainer | $10,000 | WFBNA director retainer |
| Meeting fees | $0 | No separate Bank Board meetings beyond concurrent sessions in 2024 |
| Equity award (RSRs) | $240,009 | Mandatory deferral until departure; granted at 2024 annual meeting |
| Total 2024 director compensation | $400,009 | Fees earned in cash $160,000; stock award $240,009 |
Compensation program changes effective April 1, 2025: meeting fees discontinued; annual stock award increased to $265,000; cash retainer increased to $110,000; GNC Chair retainer increased to $35,000 .
Performance Compensation
| Metric/Vehicle | Status |
|---|---|
| Performance-based cash/bonus for directors | Not used; compensation is retainer- and grant-based |
| Options awards | None granted to directors |
| Equity design | Deferred RSRs; dividends reinvested; paid after service ends |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Duke Energy Corporation | Independent Lead Director; effective Apr 1, 2025 Independent Chair | Governance Chair; Compensation & People Development committee member |
| Edison International | Former Director | Prior issuer board service |
| Health Net, Inc. | Former Director | Prior issuer board service |
- Compensation committee interlocks: WFC disclosed no interlocks for HRC in 2024; Craver is not an HRC member .
Expertise & Qualifications
- Risk management in heavily regulated industries; former utility CEO .
- Financial services domain knowledge (23 years banking); insights into wholesale/institutional and wealth businesses .
- Regulatory experience across utilities and banking; former FRB San Francisco Economic Advisory Council member .
- Cybersecurity oversight (CERT certificate; cybersecurity advisory board) .
- Accounting/financial reporting expertise (prior CFO/treasurer; qualifies as audit committee financial expert at Duke) .
Equity Ownership
| Measure (as of Feb 12, 2025) | Amount | Notes |
|---|---|---|
| Common stock owned | 33,201 | Includes 33,112 in trusts; shared voting/investment power noted |
| Unvested common stock units (vesting within 60 days) | 0 | None disclosed for Craver |
| Other common stock units (deferrals) | 6,208 | Director deferral plan units |
| Total beneficial ownership | 39,409 | Sum of common plus unvested units deemed beneficial; <1% of outstanding shares |
| Additional common stock units (not deemed beneficial) | 13,826 | Deferred units payable beyond 60 days |
| Pledging/Hedging | Prohibited under Board guidelines | No pledging by directors/officers |
| Director stock ownership guideline | 5x annual cash retainer after 5 years | All directors ≥5 years met guideline; others on track |
Governance Assessment
- Strengths: Independent director with deep risk/regulatory competence; chairs Audit in a year of elevated regulatory focus; board-wide attendance >99% underscores engagement; direct involvement on Bank Board adds oversight depth .
- Alignment: Mandatory equity deferral for directors; anti-hedging/anti-pledging policies; director ownership guideline met by ≥5-year directors; Say-on-Pay support of 92.7% in 2024 signals investor confidence in WFC’s compensation governance .
- Potential conflicts/related parties: Outstanding pension balance from prior First Interstate Bancorp employment ($369,498 actuarial present value as of Feb 1, 2025) deemed immaterial; Board independence reaffirmed; ordinary-course banking relationships for certain directors were on market terms and compliant with law .
- Committee effectiveness signals: Audit (12 mtgs) and Finance/GNC activity; CRC consolidation into GNC improves board efficiency; credible challenge framework detailed in proxy .
Red flags: None material disclosed specific to Craver; no pledging; no related-party transactions requiring recusal; independence maintained .