Executive Compensation Program Overview
See pages 5-22 of our Proxy for
more information on our nominees'
experiences, skills and qualifications
Diverse, Effective and Experienced Board of Directors
The Board's composition is the result of thoughtful refreshment, which we believe includes the right mix of experiences,
capabilities, and perspectives to provide effective oversight and governance of our strategy and risk management priorities.
Our Director Nominees
Steven D. Black⭑
Former Co-CEO,
Bregal Investments,
Inc.; former Vice Chair,
JPMorgan
Committees: FC*, HRC
Mark A. Chancy
Former Vice Chair
and Co-COO, SunTrust
Banks, Inc.
Committees: AC, FC
Celeste A. Clark, Ph.D.
Principal, Abraham Clark
Consulting, LLC; former
SVP, Global Public Policy
and External Relations, and
Chief Sustainability Officer,
Kellogg Company
Committees: CRC*, GNC
Theodore F. Craver, Jr.
Former Chair, President
and CEO, Edison
International
Committees: AC*, FC,
GNC
Richard K. Davis
Former President
and CEO, Make-A-
Wish America;
former Executive
Chair and CEO,
U.S. Bancorp
Committees: RC
Wayne M. Hewett
Senior Advisor,
Permira; former CEO,
Klöckner Pentaplast
Group
Committees: GNC*,
CRC, HRC, RC
CeCelia "CeCe❞ G. Morken
Former CEO, Headspace
Committees: AC, CRC
Maria R. Morris
Former EVP and Head,
Global Employee Benefits
business, MetLife
Committees: RC*, HRC
Felicia F. Norwood
EVP and President,
Government Business
Division, Elevance Health,
Inc.
Committees: RC
Richard B. Payne, Jr.
Former Vice Chair,
Wholesale Banking, U.S.
Bancorp; former Vice
Chair, Corporate Banking,
U.S. Bancorp
Committees: RC
Ronald L. Sargent
Former CEO and
Chair, Staples, Inc.
Committees: HRC*, AC,
GNC
Charles W. Scharf
CEO and President,
Wells Fargo
Committees: None
AC Audit Committee
Corporate Responsibility Committee
FC Finance Committee
Governance and Nominating Committee
Human Resources Committee
Risk Committee
Committee Chair
Independent Chair
Suzanne M. Vautrinot
CRC
President, Kilovolt
GNC
Consulting, Inc.;
HRC
Major General and
Commander, U.S.
RC
Air Force (retired)
*
Committees: CRC, RC
92%
risk management
experience
100%
strategic planning,
business
development &
operations
experience
62%
financial services
experience
23%
racially/ethnically
diverse director
nominees
38%
women director
nominees
50%
Board committee
chairs are gender
and/or
racially/ethnically
diverse
4
average years of
tenure of
independent
nominees
4View entire presentation