Wayne Hewett
WELLS FARGO & COMPANY/MNAbout Wayne M. Hewett
Independent director of Wells Fargo & Company since January 2019; age 60. Senior Advisor at private equity firm Permira with prior CEO/operating roles across advanced manufacturing, chemicals, and life sciences (GE, Arysta LifeScience, Platform Specialty Products, Klöckner Pentaplast). Core credentials: board governance, human capital and compensation oversight, risk management, and international operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Klöckner Pentaplast Group | Chief Executive Officer | 2015–2017 | Led global plastics manufacturer; operating and risk oversight in regulated end-markets |
| Platform Specialty Products | President | 2015 | Integration and operational execution in specialty chemicals |
| Arysta LifeScience | President (2009–2015); CEO (2010–2015) | 2009–2015 | Ran global crop protection/life sciences; complex risk and regulatory environment |
| General Electric and related entities | Various leadership roles | pre-2009 | Global industrial operating, finance, and risk experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Director | Current | Audit Committee; Chair, Leadership Development & Compensation Committee |
| United Parcel Service, Inc. | Director | Current | Audit Committee |
| Cambrex Corporation (private) | Non‑Executive Board Chair | Current | Board leadership, life sciences governance and oversight |
| Quotient Services (private) | Non‑Executive Board Chair | Current | Board leadership |
Board Governance
- Current WFC committees (2024): Chair, Governance & Nominating Committee (GNC); Member, Human Resources Committee (HRC) and Risk Committee .
- Committee rotation (effective after 2025 annual meeting): Will rotate off GNC and become Chair, Finance Committee; also join Finance; GNC Chair to transition to Richard Davis; CeCe Morken and Richard Davis to join GNC .
- Independence: Board determined he is independent under NYSE and WFC standards; all standing committee members are independent .
- Board activity and attendance: 56 total Board/committee meetings in 2024 (9 Board; 47 committee); director attendance averaged >99%; all current directors attended 2024 annual meeting .
- Skills/experience: Risk management; strategic planning/operations; human capital; accounting/financial reporting; corporate governance; environmental & social responsibility; government/public policy; international experience (as reflected in Board skills matrix) .
- Outside boards limit: WFC policy caps public boards at four (including WFC); all directors in compliance .
Fixed Compensation (Non‑Employee Director Pay at WFC)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| Committee chair retainers | $50,000 (Audit, Risk, HRC); $25,000 (Finance, GNC, CRC) | Hewett received $25,000 as GNC Chair in 2024 |
| Meeting fees | $2,000 per meeting in excess of 12 | Applies to Board/committee meetings |
| 2024 cash actually earned (Hewett) | $125,000 | Reflects $100k retainer + $25k GNC Chair fee |
| Bank Board retainer (if applicable) | Additional $10,000; Chair +$25,000 | Not applicable to Hewett; applies to WFBNA directors |
| 2025 program changes | $110,000 annual cash retainer; meeting fees discontinued; GNC Chair to $35,000 | Effective April 1, 2025 |
Performance Compensation (Equity for Non‑Employee Directors)
| Component | 2024 Terms | Hewett Detail |
|---|---|---|
| Annual equity grant | $240,000 RSRs granted at 2024 annual meeting; mandatorily deferred until separation (with dividend reinvestment) | Stock award value recorded at $240,009 for 2024 |
| Annual Chair retainer (Board Chair) | $250,000 in quarterly equity awards, mandatory deferral | Not applicable to Hewett |
| Quarterly deferrals of cash (if elected) | Cash may be deferred into stock units; interest-bearing alternative at 3.96% in 2024 | Hewett deferred cash; quarterly stock units credited: 271 ($15,625), 258 ($15,625), 282 ($15,625), 222 ($15,625) |
| Options outstanding | None for any non‑employee director | None outstanding as of Dec 31, 2024 |
| Unvested director stock awards | None as of Dec 31, 2024 | RSRs are deferred but not unvested |
| 2025 equity program change | Annual stock award increased to $265,000 | Effective April 1, 2025 |
Note: Non‑employee director equity is not performance‑contingent; no PSU/TSR metrics apply to director compensation .
Other Directorships & Interlocks
- Current public boards: The Home Depot (Audit; Chair, Leadership Development & Compensation), United Parcel Service (Audit) .
- Compensation committee interlocks: None disclosed; HRC members (including Hewett) were independent; WFC executives did not serve on boards where a WFC director served on a compensation committee in 2024 .
- Compensation consultants: HRC retained Meridian as independent consultant; no conflicts; GNC also uses Meridian for director pay benchmarking .
Expertise & Qualifications
- Board skills matrix indicates strengths in risk management, strategy/operations, human capital, accounting/financial reporting, corporate governance, environmental & social responsibility, government/public policy, and international experience .
- Biography emphasizes leadership in technologically sophisticated, regulated industries; audit committee experience at two public companies; multiple non‑executive chair roles in private life sciences firms .
Equity Ownership
| Holder | Common Stock Owned | Unvested Common Stock Units (vesting ≤60 days) | Other Common Stock Units | Total Beneficial Ownership | Additional Common Stock Units (deferred, >60 days) | Total Units/Stock Count | Notes |
|---|---|---|---|---|---|---|---|
| Wayne M. Hewett | 101 | — | — | 101 | 49,372 | 49,473 | None of directors own ≥1% of shares; director deferred units count toward ownership policy |
| Options pledged/hedged | — | — | — | — | — | — | Hedging prohibited; pledging of Company equity securities prohibited by policy |
Ownership alignment and policy:
- Director stock ownership guideline: After five years, hold 5× annual cash retainer (deferred shares count); each director with ≥5 years exceeded the requirement as of Dec 31, 2024; newer directors on track. Hewett (director since 2019) falls in the ≥5‑year cohort, implying compliance .
Governance Assessment
- Signals of effectiveness: Chairing GNC in 2024 (governance, shareholder engagement, environmental/public responsibility oversight) and slated elevation to Chair of Finance Committee in 2025 (capital planning, interest rate/investment risk, liquidity oversight) indicate Board confidence in his risk and capital oversight capabilities — key for large-bank governance and investor confidence .
- Independence and alignment: Affirmed independent; strong ownership alignment with mandatory deferral, anti‑hedging/anti‑pledging policies; no director options; no Section 16 filing delinquencies noted for him in 2024 .
- Compensation governance: As an HRC member, he participates in compensation and culture oversight; shareholder Say‑on‑Pay support of ~92.7% in 2024 supports program credibility and Board oversight .
- Conflicts/related‑party: No Hewett‑specific related person transactions disclosed; WFC notes some ordinary‑course banking/services relationships with certain directors (including some HRC members) on market terms that did not involve unusual risk — Board maintained independence standards .
- Time‑commitment risk: He serves on two other public boards; within WFC’s outside board limits and policy compliance .
- RED FLAGS: None disclosed specific to Hewett (no pledging/hedging, no related‑party transactions, no attendance concerns, no interlocks). Continue monitoring for potential perceived conflicts arising from private equity affiliations if Permira‑related entities transact with WFC, though no such transactions are disclosed in the proxy .