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
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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.