Wells Fargo intends to appoint CEO Charlie Scharf as Chairman; awards $30M in special equity

WELLS FARGO & COMPANY/MN

Board awarded CEO Charlie Scharf $30M in Restricted Share Rights and 1.046M stock options on July 29, 2025.
Award vests pro-rata after 4th, 5th, and 6th anniversaries; forfeited if Scharf resigns or retires.
Bylaws amended to remove independent chairman requirement; Board intends to appoint Scharf as Chairman and a Lead Independent Director.
HRC eliminated target total compensation structure for NEOs effective 2025; will use holistic performance assessment.
CEO's successful leadership cited: 13 consent orders terminated, asset growth limit lifted by Fed in June 2025.

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