Elizabeth Duke to Succeed Stephen Sanger as
Independent Board Chair
New Independent Director, Juan Pujadas, to Join
Board
Karen Peetz to Chair Risk Committee
Donald James to Chair Governance and Nominating
Committee
Other Changes in Committee Composition
Three Long-Serving Directors to Retire from
Board at Year-End
Expects to Name Up to Three More Independent
Directors Before 2018 Annual Meeting
Wells Fargo & Company (NYSE:WFC) today announced that its
Board of Directors has taken a range of Board refreshment actions,
including naming Elizabeth A. “Betsy” Duke to succeed Stephen W.
Sanger as independent Chair, effective January 1, 2018; having
three long-serving directors (including Sanger) retire at year-end
2017; and adding a new independent director and changing the
composition of Board committees, both effective September 1,
2017.
The actions announced today are in addition to the appointment
earlier this year of two new independent directors, Karen B. Peetz
and Ronald L. Sargent. The Board expects to name up to three
additional independent directors before the 2018 Annual
Meeting.
“The changes announced today reflect a thoughtful and deliberate
process by the Board that was informed by the company’s engagement
with shareholders and other stakeholders, as well as the Board’s
annual self-evaluation that was conducted after the 2017 Annual
Meeting and prior to its typical year-end timing,” said Sanger. To
facilitate its 2017 self-evaluation, the Board engaged Mary Jo
White, a senior partner at Debevoise & Plimpton LLP and former
Chair of the Securities and Exchange Commission.
Board Chair Transition
The Board of Directors named Duke to serve as Board Chair,
effective January 1, 2018. Sanger will assist in the transition
until his retirement. Duke, a former member of the Board of
Governors of the Federal Reserve System, has served on the Board
since January 2015 and as Vice Chair since October 2016.
“Betsy was the unanimous choice to lead the Board as it
continues its focus on strengthening oversight and rebuilding the
trust of shareholders, customers, and other stakeholders,” said
Sanger. “Her broad understanding of the financial system and
markets combined with years of main street community banking
experience make her the ideal Chair to work with the rest of the
Board and Tim Sloan as Wells Fargo continues to move forward.”
“Betsy’s regulatory expertise has been invaluable to Wells
Fargo, and I know that the combination of her banking and risk
management experience will continue to serve the Board and the
company well in her new role as Chair,” said Timothy J. Sloan,
Chief Executive Officer and President. “I also want to thank Steve
for his leadership and service over the past 14 years, including as
Chairman and Lead Director.”
“On behalf of the entire Board, I want to thank Steve for his
tireless work as Chairman,” Duke said. “He really stepped up to
lead the Board at a time of significant challenge for Wells Fargo.
I look forward to a smooth transition over the coming months as we
work with the Board and Tim to make Wells Fargo a better company
today and in the future.”
Addition of New Independent Director; Three Directors
Retiring from Board at Year-End
As part of the Board’s commitment to refreshment, the Board made
several changes in Board composition, including the election of a
new independent director, and continues to focus on the recruitment
of new directors who will complement the overall mix of skills,
experience, and perspectives on the Board.
The Board elected Juan A. Pujadas, a retired principal of
PricewaterhouseCoopers (“PwC”) LLP, as a new independent director,
effective September 1, 2017. Among many senior positions at PwC,
Pujadas was Vice Chairman of Global Advisory Services of PwC
International, led the U.S. firm’s Advisory Practice, and led PwC’s
Global Risk Management Solutions practice for the Americas.
Sanger commented, “We are very pleased to add another
exceptional leader to our Board with executive management
experience and significant risk management, financial services,
finance, technology, and international experience. Juan’s
perspective on key risks facing financial institutions will provide
important contributions to the Board’s risk oversight
expertise.”
Additionally, to help facilitate Board refreshment and provide
for an appropriate transition of committee membership, Cynthia H.
Milligan (who joined in 1992) and Susan G. Swenson (who joined in
1998) will retire from the Board at year-end 2017. With Pujadas,
and the retirements of Sanger, Milligan, and Swenson, the Board
will have 13 members and an average tenure of six years for the 12
independent directors.
“We would like to thank Cynthia Milligan and Susan Swenson for
their many contributions and service to the Board and company over
the years,” said Sanger. “Their leadership was instrumental in
guiding the company through numerous economic, regulatory, and
market cycles, including the 2008 financial crisis.”
“These outstanding directors joined the Wells Fargo Board when
there were few women on corporate boards. I hope they will be an
inspiration to other women as they are to me,” Duke said. “Cynthia
Milligan used her experience as a former state bank regulator in
her leadership of the Credit Committee while Sue Swenson brought
critical technology expertise as the technology environment of
banking underwent significant change.”
The Board intends to continue adding new directors while
maintaining an appropriate balance of experience and perspectives
on the Board. Although the Board’s size may fluctuate in the near
term as it recruits new directors, the Board expects that its size
will move over time toward the lower end of its recent historical
range of 14 to 16 directors.
Committee Leadership and Composition Changes
The Board also made several changes to the leadership and
composition of key Board committees. Those changes, effective
September 1, 2017, include:
- Risk Committee: Peetz will join
and succeed Enrique Hernandez, Jr. as Chair of the Risk Committee.
Peetz has deep expertise in risk management drawing from her
35-year experience at large financial institutions, most recently
as President of Bank of New York Mellon. Pujadas and Suzanne M.
Vautrinot also were added as new members, while Lloyd H. Dean,
Milligan, Federico F. Peña, and Sanger are rotating off of the Risk
Committee. Risk Committee composition will be: Peetz (Chair), Duke,
Hernandez, Pujadas, James H. Quigley, and Vautrinot.
- Governance and Nominating Committee
(GNC): Donald M. James will join and succeed Sanger as Chair of
the GNC. Duke also was added as a new member, and Milligan, Sanger
and Swenson are rotating off of the GNC. GNC composition will be:
James (Chair), Dean, Duke, Peña, and Sargent.
- Corporate Responsibility Committee
(CRC): Vautrinot was added as a new member of the CRC. CRC
composition will be: Peña (Chair), John D. Baker II, Dean,
Hernandez, Milligan, and Vautrinot.
- Audit & Examination (A&E)
Committee: Sargent was added as a new member of the A&E
Committee, while Vautrinot is rotating off given her appointment to
the Risk Committee and the CRC. A&E Committee composition will
be: Quigley (Chair), Baker, Peña, Sargent, and Swenson.
The Board previously added Sargent to the GNC, and Sargent and
Peetz to the Board’s Human Resources Committee, upon their election
to the Board in February 2017. Pujadas also will serve on the
Board’s Credit Committee and Finance Committee.
Other Governance Changes
As a result of the Board’s self-evaluation and its continuing
review of its governance practices, the Board also expects to
implement other changes in the near term, including to the Board’s
Corporate Governance Guidelines and Board committee oversight
responsibilities.
All of the actions announced today, as well as the actions taken
during the past several months, reflect the Board’s commitment to
continued enhancement of its governance practices. These actions
have included:
- Separating the roles of Board Chair and
Chief Executive Officer and amending Wells Fargo’s By-Laws to
require that the Chair be an independent director
- Adding six new directors since 2013
(three in 2017 to date), with six directors retiring between the
2016 Annual Meeting and year-end 2017
- Enhancing the Board’s oversight of
conduct risk, including sales practices risk, by amending Board
committee charters to, among other things, expand the Risk
Committee’s responsibilities to include oversight of Wells Fargo’s
new Conduct Management Office (formerly called the Office of
Ethics, Oversight, and Integrity) and expand the Human Resources
Committee’s responsibilities to include oversight of human capital
management, culture, and the Code of Ethics and Business
Conduct.
Stakeholder Advisory Council
As previously announced, to help the Board and company obtain
important feedback, Wells Fargo is forming a stakeholder advisory
council that will include a diverse mix of the company’s
stakeholders. The council’s role is to provide insight to the Board
from a stakeholder perspective on current and emerging risks that
could have an impact on the company. Council meetings, which are
expected to begin in fourth quarter 2017, will be led by Duke.
Biographies
Betsy Duke
Duke served as a member of the Board of Governors of the Federal
Reserve System from August 2008 to August 2013, where she was Chair
of the Federal Reserve’s Committee on Consumer and Community
Affairs and a member of its Committee on Bank Supervision and
Regulation, Committee on Bank Affairs, and Committee on Board
Affairs. Previously, she was chief operating officer of TowneBank
from 2005 to 2008, and was an executive vice president at Wachovia
Bank, N.A., (2004 to 2005) and at SouthTrust Bank (2001 to 2004),
which was acquired by Wachovia in 2004. Ms. Duke also served as
chief executive officer of Bank of Tidewater, which was acquired by
SouthTrust, and chief financial officer of Bank of Virginia Beach.
She served on the board of directors of the American Bankers
Association from 1999 to 2006, becoming the first woman to serve as
chair of the ABA in 2004, and as a member of the board of directors
of the Federal Reserve Bank of Richmond.
Juan Pujadas
Pujadas is a retired principal of PwC LLP and served as the Vice
Chairman, Global Advisory Services of PwC International from 2008
to 2016. Previously, Pujadas led PwC’s U.S. firm’s Advisory
Practice from 2003 to 2009 and held several other senior management
positions at PwC, including Managing Partner for Strategy and
leader of the Global Risk Management Solutions (“GRMS”) practice
for the Americas, the Financial Services GRMS practice, and the
global Financial Risk Management Group. Before joining PwC, Pujadas
served as the Chief Risk Officer of Santander Investment, the
international investment banking arm of the Santander Group, from
1995 to 1998. He was a member of the executive committee of
Santander Investment and the management committee of the commercial
banking division of Banco Santander. Before joining Santander,
Pujadas was a principal in the Capital Markets and Treasury Group
of PwC’s U.S. firm’s financial services industry practice,
specializing in the development and application of financial and
information technology to balance sheet risk management and capital
markets and treasury activities.
About Wells Fargo
Wells Fargo & Company (NYSE:WFC) is a diversified,
community-based financial services company with $1.9 trillion in
assets. Wells Fargo’s vision is to satisfy our customers’ financial
needs and help them succeed financially. Founded in 1852 and
headquartered in San Francisco, Wells Fargo provides banking,
insurance, investments, mortgage, and consumer and commercial
finance through more than 8,500 locations, 13,000 ATMs, the
internet (wellsfargo.com) and mobile banking, and has offices in 42
countries and territories to support customers who conduct business
in the global economy. With approximately 271,000 team members,
Wells Fargo serves one in three households in the United States.
Wells Fargo & Company was ranked No. 25 on Fortune’s 2017
rankings of America’s largest corporations. News, insights and
perspectives from Wells Fargo are also available at Wells Fargo
Stories.
Cautionary Statement About Forward-Looking Statements
This news release contains forward-looking statements about our
company and business. Because forward-looking statements are based
on our current expectations and assumptions regarding the future,
they are subject to inherent risks and uncertainties. Do not unduly
rely on forward-looking statements as actual results could differ
materially from expectations. Forward-looking statements speak only
as of the date made, and we do not undertake to update them to
reflect changes or events that occur after that date. For
information about factors that could cause actual results to differ
materially from our expectations, refer to our reports filed with
the Securities and Exchange Commission, including the discussion
under “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2016, as filed with the Securities and Exchange
Commission and available on its website at www.sec.gov.
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