Executive Compensation Program Overview
Executive Compensation Program Overview
Our executive compensation program is designed to drive strong, risk-managed performance.
Pay for Performance
Promote Effective
Risk Management
Elements Tied to Shareholder Value
Total Variable Incentive (1)
Element
Vehicle
Detail
See pages 66-81 for more
information on NEO performance
determinations
Attract and Retain Talent
Base Salary
Annual Cash Incentive
Long-Term Equity
(% of 2022 CEO Total Direct Comp.)
Cash
(10%)
Cash
(22%)
Performance Share Awards (PSAs)
(44%)
Restricted Stock Rights (RSRs)
(24%)
Fixed element designed to attract and retain top talent
Rewards results and differentiates
individual performance
3-year performance cliff vesting
Payout based on relative and absolute
ROTCE and a TSR modifier
Vest one-third per year over a
3-year period
Size of award determined
by Company and
Individual performance
evaluation
Company Performance
Individual Performance
Total
Performance
Achievement
Target Variable
Compensation
Weighting Achievement
Weighting Achievement
CEO
Total Variable
Compensation
(according to
program design)
65% 107% + 35% × 110% = 108.1% × $24.5M = $26.48M
-
Negative
Discretion
Exercised by
the Board**
Final Total
Variable
Compensation
$4.48M = $22.00M
**Negative Discretion Exercised by the Board
Decided to exercise negative discretion and recommended the Board keep the CEO's total compensation flat to last year
Considered the remaining work to transform Wells Fargo and expressed strong confidence in the CEO's leadership in driving this
process
(1) The total variable incentive compensation process for Functional NEOs weighs Company Performance at 50% and Individual Performance at 50%. The total variable
incentive compensation process for Line of Business NEOs weighs Company Performance at 30%, Business Performance at 20% and Individual Performance at 50%.
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