Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the "Board") of Wells Fargo & Company (the "Company"), through its Human Resources Committee (the "HRC"), awarded CEO and President Charles W. Scharf total direct compensation of $20,335,000 for performance year 2020, compared with annualized total direct compensation of $23,000,000 for 2019. Mr. Scharf's compensation for 2020 consisted of base salary of $2,500,000, annual incentive compensation of $4,350,000, payable in cash, and long-term incentive compensation of $13,485,000, split evenly between Performance Shares and Restricted Share Rights.

In determining Mr. Scharf's incentive compensation for 2020, the HRC considered, among other factors:

•The Company's financial results for 2020, which compared unfavorably with 2019 in many respects, but which were significantly impacted by the effect of the pandemic on economic and market conditions

•Actions taken by the Company in response to the pandemic, which included helping 3.6 million consumer and small business customers by deferring payments and waiving fees; funding approximately 194,000 loans totaling $10.5 billion under the Paycheck Protection Program; protecting employees through work-from-home arrangements and new employee benefits; and supporting communities through targeted donations and other recovery efforts

•The Company's maintenance of strong capital and liquidity throughout the period while navigating significant market disruptions and continuing to serve its customers

•The Company's demonstrable progress on addressing risk, control and regulatory issues, but with recognition of the significant work remaining

•The buildout of the senior management team, including the addition of seven new Operating Committee members in 2020, and the emphasis on a performance, accountability and execution-based culture

•The introduction of new cultural expectations throughout the organization to emphasize the importance of diversity and inclusion, doing what's right for the customer, and executing effectively

Based on its evaluation of these factors, among others, including the impact of the pandemic on the Company's financial results, the HRC determined that application of threshold performance goals for 2020 was not appropriate for purposes of funding and paying 2020 annual incentive compensation to its employees, including to Mr. Scharf and other executives.

On January 26, 2021, the HRC also awarded incentive compensation for performance year 2020 to other 2019 named executives, including annual cash incentive compensation awards as follows: John R. Shrewsberry, Senior EVP and former Chief Financial Officer - $1,282,563; Mary T. Mack, Senior EVP and CEO of Consumer & Small Business Banking - $1,672,250; Perry G. Pelos, Senior EVP and CEO of Commercial Banking - $1,373,475; and Saul Van Beurden, Senior EVP and Head of Technology - $1,500,000. These 2019 named executives also received long-term incentive compensation for 2020 in the form of Performance Shares and Restricted Share Rights.

Information regarding the compensation of our named executives for performance year 2020 will be disclosed in the Company's proxy statement for our 2021 annual meeting of shareholders, which we anticipate will be filed with the U.S. Securities and Exchange Commission in March 2021.



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