National Legal and Policy Center today presented a proposal that calls for an independent chair of the Board of Directors at Wells Fargo & Company‘s annual meeting of shareholders. The proposal would require the positions of board chair and CEO to be held by two different individuals — currently those roles are occupied by Charles Scharf (pictured above).
Wells Fargo’s board of directors opposed our proposal, as explained on Page 104 of the company’s proxy statement. NLPC responded to the board’s opposition statement in an exempt solicitation report circulated to the company’s shareholders.
Presenting the proposal was Paul Chesser, director of NLPC’s Corporate Integrity Project. His three-minute remarks can be heard here, and a transcript follows:
Item 5 asks the Board of Directors to adopt a policy requiring the roles of Chairman of the Board and Chief Executive Officer be held by two separate people — and that the Chairman be an independent director.
This is a structural governance question.
A board exists to supervise management on behalf of shareholders.
When the CEO also serves as Chairman, he presides over the very body responsible for evaluating, compensating, and — if necessary — replacing him.
That is not oversight.
Wells Fargo’s own governance standards once recognized this problem.
The company’s previous policy called for an independent chair, before amending it to allow Mr. Scharf to assume the role.
Today, approximately 60 percent of S&P 500 companies separate the Chair and CEO roles, and roughly 40 percent have an independent chair.
Both figures have risen significantly over the past decade.
Wells Fargo is moving against the current of S&P 500 companies.
Now to the financial record.
Mr. Scharf was brought in to remediate a damaged institution, and that task was never simple.
But the cleanup itself generated new regulatory penalties on his watch.
In September 2021, the Office of the Comptroller of the Currency assessed a $250-million dollar civil money penalty — not for new misconduct, but for failing to satisfy requirements from a 2018 consent order.
In 2024, regulators—including the OCC—identified ongoing deficiencies in the bank’s anti-money laundering controls — just months before management declared the compliance chapter closed.
The Federal Reserve’s asset cap remained in place for years into Mr. Scharf’s tenure.
During those years, JPMorgan Chase grew assets by well over $1 trillion dollars during that period.
Wells Fargo stood still.
The profitability gap that resulted is real and persistent.
JPMorgan Chase posted a return on equity of approximately 18 percent in 2024, while Wells Fargo’s return on common equity stood at approximately 12 percent for the same period.
Just two weeks ago, Wells Fargo reported its first-quarter 2026 results — and while profit rose modestly, revenue missed Wall Street expectations by more than $500 million dollars.
Return on equity remained at just 12.2 percent — confirming that the gap we have documented is not closing.
These numbers call for independent scrutiny — the kind that a chair beholden to no one in management is positioned to provide.
Instead, shortly after the asset cap was lifted, the board awarded Mr. Scharf a roughly $30 million dollar equity grant and announced its intention to make him Chairman.
Including this one-time award, his reported compensation exceeded $90 million dollars — more than double the figure initially disclosed just weeks earlier.
That compensation decision was made by a board that had already decided to hand Mr. Scharf the chairmanship — eliminating the very independent oversight that might have applied greater scrutiny to his pay.
The social agenda record under Mr. Scharf only deepens the concern.
In 2022, the New York Times exposed a widespread practice in which managers were reportedly directed to interview diverse candidates for positions that had already been filled or promised to others.
That scandal ultimately produced an $85-million dollar class-action settlement in late 2025.
An independent Board Chair would not eliminate the CEO’s authority.
What it would do is ensure that someone genuinely accountable to owners — instead of management — is setting the board’s agenda and asking the hard questions.
That is what this proposal asks. We urge you to vote FOR Item 5.
All assertions made by Chesser in his above remarks are footnoted and can be found in NLPC’s exempt solicitation report, here. An executive summary of the report can be viewed here.
At the meeting, no Wells Fargo officials responded to or rebutted Chesser’s remarks. Sometimes companies do so; sometimes they don’t.
Read NLPC’s shareholder proposal for the Wells Fargo annual meeting here.
Listen to Chesser’s presentation of the proposal at the meeting here.
