Wells Fargo's independent directors have sanctioned a $40 million compensation package for Chairman and Chief Executive Officer Charlie Scharf for performance year 2025, the bank said. The approval came after a recommendation from the Board's Human Resources Committee, following a comprehensive evaluation of both company-level and individual performance.
The total award is structured as a $2.5 million base salary plus $37.5 million in variable compensation. That variable portion is composed of $9.375 million delivered in cash and $28.125 million issued as long-term equity. The long-term equity component is further divided between Performance Share awards and Restricted Share Rights awards, with 65% allocated to Performance Shares and 35% to Restricted Share Rights.
Board's assessment and cited accomplishments
The Board pointed to several material developments during 2025 under Scharf's leadership. Among the items highlighted were the closure of seven regulatory consent orders and the removal of the Federal Reserve's asset cap. Financial metrics also improved, with net income for the year reported at $21.3 billion and diluted earnings per share rising 17% year-over-year.
Wells Fargo reported a 5% increase in fee-based revenue across its consumer and commercial businesses. The Board noted that the bank combined disciplined expense management with targeted investments in technology, product development, and talent acquisition.
Capital return was a significant focus in 2025. The bank returned approximately $23 billion to shareholders, including a 13% increase in the quarterly common stock dividend per share and about $18 billion in common stock repurchases. Return on equity rose to 12.4% for 2025, from 11.4% in 2024.
Executive tenure and targets
Scharf has served as CEO since October 2019 and was appointed Chairman of the Board in October 2025. His professional background includes more than 30 years in the banking and payments sectors, with prior roles as CEO of Bank of New York Mellon and Visa Inc.
Looking ahead, the bank has established a new medium-term return on average tangible common equity target in the range of 17%-18%.
Context and concluding note
The compensation decision reflects the Board's judgment on performance outcomes achieved during 2025 at both the enterprise and executive levels. The structure of the award emphasizes a mix of immediate cash and equity that vests over the long term, including performance-based shares.