When Wells Fargo‘s board handed CEO Charles Scharf (pictured above) the chairmanship in October 2025 — and then revealed his compensation had surged to $94.52 million — it offered shareholders a vivid illustration of what happens when no independent check exists on executive power.
NLPC is asking Wells Fargo investors to correct that structural failure at the company’s April 28 annual meeting by voting FOR Item 5, which would require an independent Chairman of the Board.
NLPC has circulated to Wells Fargo investors an executive summary outlining the case, drawn from NLPC’s full shareholder advocacy report (PDF download). The arguments are grounded in the documented record — and that record is not flattering to Scharf or the board that chose to consolidate his power rather than check it.
Start with the compensation. The board announced in late January 2026 that Scharf would receive $40 million for 2025. Weeks later, the proxy statement revealed the actual figure: $94.52 million — a number that also came packaged with the board’s July 2025 decision to make Scharf chairman, complete with a $30 million equity retention bonus. That this governance restructuring came barely two months after the Federal Reserve lifted its asset cap — the same cap that had strangled the bank’s growth for over seven years — raises serious questions about whose interests the board serves.
The regulatory cleanup Scharf was hired to complete has itself been a source of ongoing penalties. The OCC hit the bank with a $250 million fine in September 2021 for failing to satisfy a 2018 consent order — nearly two years into Scharf’s tenure. Then in September 2024, a new OCC enforcement action over anti-money laundering controls emerged just as the bank was positioning itself as having turned the corner. During the seven-plus years the asset cap was in force, JPMorgan Chase grew its total assets by more than $1.5 trillion. Wells Fargo stood still.
The financial consequences are durable. JPMorgan’s 2024 return on equity was approximately 18%; Wells Fargo’s came in at approximately 12%. Morningstar has flagged Wells Fargo as potentially structurally less profitable than peers going forward. Over the past decade, the bank’s annualized total shareholder return of approximately 8.89% badly trails Bank of America’s 17.48%.
The social agenda record adds additional cause for concern. The “sham interviews” scandal — in which managers were reportedly directed to interview minority candidates for jobs already spoken for — yielded an $85 million settlement in 2025. A December 2025 OCC report identified Wells Fargo among institutions restricting services to lawful businesses on political rather than financial grounds. And after making a high-profile net-zero commitment in 2021, the bank scrapped the goal entirely less than four years later — an about-face that, whatever its merit, reflects a governance culture where consequential public commitments are made and abandoned without independent scrutiny.
Wells Fargo’s own bylaws once mandated an independent chair — until they were changed to make room for Scharf. Among S&P 500 companies, 61% now separate the Chair and CEO roles. Wells Fargo should rejoin them.
NLPC urges all shareholders to read our executive summary and vote FOR Item 5 on April 28. The complete exempt solicitation report is available here.
(Post references PX14A6G Notice of exempt solicitation)
