Wells Fargo Needs an Independent Board Chair to Restore Accountability

Wells Fargo & Company Annual Meeting — April 28, 2026

National Legal and Policy Center (NLPC) urges shareholders of Wells Fargo & Company to vote FOR Item 5 on the 2026 proxy ballot,¹ which would require the company to separate the roles of Chairman of the Board and Chief Executive Officer and fill the Chair position with an independent director. In support of this shareholder proposal, NLPC has published an exempt solicitation report to fully explain the necessity of this policy.

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The governance case is straightforward: a CEO who also serves as Chairman effectively presides over the body responsible for evaluating, compensating, and — if necessary — removing him. As Glass Lewis warned in 2025, such an arrangement “can allow a CEO to have an entrenched position, leading to longer-than-optimal terms, fewer checks on management, less scrutiny of the business operation, and limitations on independent, shareholder-focused goal-setting by the board.”² This is not a theoretical concern at Wells Fargo. It is the demonstrable reality.

A Cleanup That Kept Generating New Penalties

Charles Scharf was recruited to remediate a badly damaged institution. But his stewardship record is considerably less flattering than recent media coverage suggests. Under his watch, the OCC assessed a $250 million civil money penalty in September 2021 for the bank’s failure to meet requirements from a 2018 consent order.³ Then, just months before the bank claimed it had turned the compliance corner, the OCC issued a new formal enforcement action in September 2024 identifying anti-money laundering deficiencies.⁴ The Federal Reserve’s asset cap — imposed as a consequence of the fake-accounts scandal — was not lifted until June 2025, more than five and a half years into Scharf’s tenure.⁵

Meanwhile, Wells Fargo’s profitability continues to lag. JPMorgan Chase reported a return on equity of approximately 18% in 2024.⁶ Wells Fargo’s return on common equity stood at approximately 12% for the same period.⁷ Morningstar has noted that Wells Fargo “may be structurally less profitable than its peers” as a long-term consequence of its constrained growth years.⁸ Over the past decade, Wells Fargo has generated an annualized total return of approximately 8.89%, compared with Bank of America’s 17.48%.⁹

A Self-Serving Governance Decision

The governance decision that followed the asset cap removal was alarming. On July 31, 2025 — barely two months after the Federal Reserve acted — the board simultaneously awarded Scharf a $30 million equity grant and announced its intention to name him Chairman.¹⁰ The company then disclosed that Scharf’s total 2025 compensation would reach $94.52 million,¹¹ more than double the $40 million figure announced just weeks earlier.¹² That the board chose to eliminate independent oversight at the precise moment it awarded its CEO an extraordinary pay package is exactly the kind of self-reinforcing governance failure an independent chair is designed to prevent.

Scharf’s tenure has also been marked by costly social agenda missteps: a $85 million class-action settlement over “sham” diversity hiring practices,¹³ the OCC’s identification of Wells Fargo among banks that restricted services to lawful businesses on political rather than financial grounds,¹⁴ and the whiplash reversal of a net-zero commitment made with considerable public fanfare — abandoned in less than four years.¹⁵

The Structural Fix Shareholders Can Demand

Notably, Wells Fargo’s own bylaws previously required an independent chair, and were changed specifically to allow Scharf to assume the role. The company had it right the first time.

Among S&P 500 companies, 61% now separate the Chair and CEO roles, and 42% have an independent chair — both figures rising steadily since 2015.¹⁶ Shareholders should insist that Wells Fargo join them.

NLPC urges you to VOTE FOR Item 5 on the 2026 Wells Fargo proxy ballot.

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ENDNOTES

1. “Notice of Annual Meeting & Proxy Statement,” Wells Fargo & Company, March 18, 2026. See https://www.sec.gov/Archives/edgar/data/72971/000007297126000200/wfc-20260318.htm
2. “2025 Benchmark Policy Guidelines,” Glass Lewis. See https://resources.glasslewis.com/hubfs/2025%20Guidelines/2025%20US%20Benchmark%20Policy%20Guidelines.pdf
3. “OCC Assesses $250 Million Civil Money Penalty, Issues Cease and Desist Order Against Wells Fargo,” Office of the Comptroller of the Currency, September 9, 2021. See https://www.occ.gov/news-issuances/news-releases/2021/nr-occ-2021-95.html
4. Mullen, Caitlin. “OCC hits Wells Fargo with AML enforcement action,” Banking Dive, September 12, 2024. See https://www.bankingdive.com/news/occ-hits-wells-fargo-with-aml-enforcement-action/726890/
5. “Wells Fargo escapes Fed’s asset cap after seven years, able to pursue growth,” CNBC, June 4, 2025. See https://www.cnbc.com/2025/06/03/wells-fargo-escapes-feds-asset-cap-after-seven-years-able-to-pursue-growth.html
6. “Return on equity of JPMorgan Chase 2007 to 2024,” Statista. See https://www.statista.com/statistics/1046197/return-on-equity-jpmorgan/
7. “Wells Fargo Reports Fourth Quarter 2024 Net Income,” Wells Fargo, January 15, 2025. See https://www.wellsfargo.com/assets/pdf/about/investor-relations/earnings/fourth-quarter-2024-earnings.pdf
8. “Wells Fargo & Co.” Morningstar, February 24, 2026. See https://www.morningstar.com/stocks/xnys/wfc/quote
9. “BAC vs. WFC — Stock Comparison Tool,” PortfoliosLab. See https://portfolioslab.com/tools/stock-comparison/BAC/WFC
10. “Wells Fargo Board of Directors Announces Intention to Name CEO, Charlie Scharf, Chairman,” Wells Fargo Newsroom, July 31, 2025. See https://newsroom.wf.com/news-releases/news-details/2025/Wells-Fargo-Board-of-Directors-Announces-Intention-to-Name-CEO-Charlie-Scharf-Chairman/default.aspx
11. Craver, Richard. “Wells Fargo CEO Scharf receives $94.5 million in 2025 compensation,” Winston-Salem Journal, March 19, 2026. See https://greensboro.com/news/local/business/article_b00e69e6-2c90-53ff-9919-8b3bd4967e07.html
12. Ennis, Dan. “Wells Fargo to pay CEO Scharf $40M for 2025,” Banking Dive, January 30, 2026. See https://www.bankingdive.com/news/wells-fargo-charlie-scharf-ceo-pay-compensation-40-million-fed-asset-cap/811002/
13. Tormone, Kate. “Wells Fargo will pay $85M to settle claim alleging ‘sham’ diversity hiring practices,” HR Dive, October 22, 2025. See https://www.hrdive.com/news/diverse-hiring-slate-sham-wells-fargo/803514/
14. “OCC Releases Preliminary Findings from Its Review of Large Banks’ Debanking Activities,” Office of the Comptroller of the Currency, December 10, 2025. See https://www.occ.gov/news-issuances/news-releases/2025/nr-occ-2025-123.html
15. Mirza, Zoya. “Wells Fargo scraps net-zero target as banks recalibrate sustainability strategy,” ESG Dive, March 3, 2025. See https://www.esgdive.com/news/wells-fargo-scraps-net-zero-target-as-banks-rethink-sustainability/741402/
16. “2025 U.S. Spencer Stuart Board Index,” Spencer Stuart. See https://www.spencerstuart.com/research-and-insight/us-board-index

(Post references PX14A6G Notice of exempt solicitation)