Item 8.01. Other Events.

Wells Fargo & Company (the "Company") announced that the independent members of
the Board of Directors (the "Board") approved the annual compensation for 2022
for Mr. Charles W. Scharf, CEO and President, in the amount of $24.5 million,
which is unchanged from his compensation last year.

According to our executive compensation design, which remains unchanged from
2021, 65% of Mr. Scharf's total variable compensation is determined based on the
overall performance of the Company and 35% is determined based on the assessment
of his individual performance against pre-determined goals set by the Human
Resources Committee ("HRC") of the Board. In February 2022, following a thorough
review of peer CEO pay levels, the Board established Mr. Scharf's target total
compensation of $27 million.

The HRC assessed the Company performance in excess of 100% based on financial
metrics consistent with last year and progress against the strategic priorities.
In assessing Mr. Scharf's individual performance, the HRC reviewed the
significant body of work still necessary to transform the Company and noted his
strong leadership and demonstrated progress in addressing key risk and control
issues, advancing our business interests and contributions to our communities,
upskilling talent while building a diverse and inclusive workforce, and
positioning the Company for future success. Based on these considerations and
the overall Company performance, the program design would have resulted in a
total compensation above Mr. Scharf's target of $27 million.

Prior to the HRC reaching its recommendation on CEO compensation, Mr. Scharf
approached the Chair of the HRC and asked the HRC and the Board to consider not
increasing his compensation. Mr. Scharf acknowledged the strong performance of
the Company and significant progress in its transformation journey but noted the
remaining work left to be completed and therefore, did not believe an increase
in compensation level was appropriate this year.

The HRC considered and agreed with Mr. Scharf's suggestion and exercised
negative discretion by recommending to the Board a lower compensation level
versus the outcome of the plan, and the Board approved this recommendation. Mr.
Scharf's compensation consists of a base salary of $2.5 million and total
variable compensation of $22 million, which is consistent with the prior year.
The variable incentive compensation will be structured as: a cash incentive of
$5.4 million; a long-term Performance Share award of $10.8 million; and a
long-term Restricted Share Rights award of $5.8 million. The HRC made no changes
to key terms and conditions of the Performance Share award and Restricted Share
Rights award. Mr. Scharf's long-term stock awards will be subject to our stock
ownership policy.

Under Mr. Scharf's leadership, Wells Fargo delivered strong results despite the challenging macro environment:

•Advanced our strategic capabilities relating to business operations, infrastructure, and customer growth.

•Delivered value with net income of $13.2 billion and diluted earnings per share of $3.14.

•Continued progress in addressing risk, control and regulatory issues, including reaching a broad-reaching settlement with the Consumer Financial Protection Bureau (CFPB) resolving multiple matters.



•Building and expanding a high-performance leadership team, improving succession
readiness, and stabilizing key business and functional areas through focused and
effective talent, leadership, and culture initiatives.


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•Demonstrating and delivering measurable results on our commitments to serve our
communities and other stakeholders; published the inaugural Diversity, Equity,
and Inclusion report.

•Enhanced the customer experience through innovative products and services,
including two new credit cards, new digital offerings for customers and helping
customers avoid overdraft fees.

The Board expressed strong confidence in Mr. Scharf's leadership in driving the
continued transformation of Wells Fargo and values his ongoing contribution and
commitment to our shareholders, customers, communities, and employees.

Additional important information about the HRC's oversight of the Company's governance and executive compensation philosophy, policies, and practices for Mr. Scharf and the other named executive officers, will be presented in our proxy statement for the 2023 annual meeting of stockholders, expected to be filed with the Securities and Exchange Commission in March 2023.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits


    Exhibit No.      Description                                        Location
        104          Cover Page Interactive Data File.

Embedded within the Inline XBRL


                                                                        document.

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