WELLS FARGO & COMPANY March 16, 2016 Dear Stockholder, The 2016 annual meeting of stockholders of Wells Fargo & Company will be held on April 26, 2016 at 8:00 a.m., Mountain Standard Time, at the Hyatt Regency Scottsdale at Gainey Ranch, 7500 East Doubletree Ranch Road, Scottsdale, Arizona. Please read the notice of meeting and proxy statement accompanying this letter carefully so that you will know what you are being asked to vote on at the meeting and what you will need to do if you want to attend the meeting in person or listen to live audio of the meeting. Our proxy materials are available over the internet, and most of our stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet and vote online. If you receive this notice but would still like to receive paper copies of the proxy materials, please follow the instructions on the notice or on the website referred to on the notice. Your vote is important. Please vote as soon as possible even if you plan to attend the annual meeting. The notice and the proxy statement contain instructions on how you can vote your shares over the internet, using your mobile device, by telephone, or by mail. If you need help at the meeting because of a disability, please call us at 1-866-878-5865, at least one week before the meeting. Thank you for your interest in Wells Fargo. Sincerely, John G. Stumpf Chairman and Chief Executive Officer WELLS FARGO & COMPANY 420 Montgomery Street San Francisco, California 94104 Notice of Annual Meeting of Stockholders Tuesday, April 26, 2016 8:00 a.m., Mountain Standard Time (MST) Hyatt Regency Scottsdale at Gainey Ranch 7500 East Doubletree Ranch Road Scottsdale, Arizona 85258 Items of Business 1. Elect as directors the 15 nominees named in our proxy statement; 2. Vote on an advisory resolution to approve executive compensation; 3. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2016; 4. Vote on a stockholder proposal to adopt a policy to require an independent chairman, if properly presented at the meeting and not previously withdrawn; 5. Vote on a stockholder proposal to provide a report on the Company's lobbying policies and practices, if properly presented at the meeting and not previously withdrawn; and 6. Consider any other business properly brought before the meeting. Record Date and Voting You may vote if you owned shares of our common stock at the close of business on March 1, 2016, the record date for notice of and voting at our annual meeting. It is important that your shares be represented and voted at the meeting. You can vote your shares over the internet, using your mobile device, or by telephone. If you received a paper proxy card or voting instruction form by mail, you may also vote by signing, dating, and returning the proxy card or voting instruction form in the envelope provided. Voting in any of these ways will not prevent you from attending or voting your shares at the meeting. For instructions on how to vote your shares, see the information beginning on page 81 of the proxy statement. Meeting Admission and Notice of Internet Availability of Proxy Materials You or your legal proxy may attend the meeting if you owned shares of our common stock at the close of business on March 1, 2016. If you or your legal proxy plan to attend the meeting in person, you must follow the admission procedures described on page 84 of the proxy statement. If you do not comply with these procedures, you or your legal proxy will not be admitted to the meeting. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 26, 2016: Wells Fargo's 2016 Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2015 are available at: www.proxypush.com/wfc (for record holders) or www.proxyvote.com (for street name holders and Company Plans participants). By Order of the Board of Directors, Anthony R. Augliera Corporate Secretary This notice and the accompanying proxy statement, 2015 annual report, and proxy card or voting instruction form were first made available to stockholders beginning on or about March 16, 2016. Proxy Statement Summary This summary highlights certain information contained in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. Wells Fargo 2016 Annual Meeting of Stockholders Date and Time: Tuesday, April 26, 2016 8:00 a.m., MST* Place: Hyatt Regency Scottsdale at Gainey Ranch 7500 East Doubletree Ranch Road Scottsdale, Arizona 85258 *Arizona does not recognize Daylight Saving Time Items of Business and Voting Recommendations Items for Vote Board Recommendation 1. Elect 15 directors FOR all nominees 2. Advisory resolution to approve executive compensation (Say on Pay) FOR 3. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2016 FOR 4-5. Two stockholder proposals as described in our Notice of Annual Meeting AGAINST both proposals In addition, stockholders may be asked to consider any other business properly brought before the meeting. Voting and Admission to Wells Fargo 2016 Annual Meeting of Stockholders Voting. Holders of our common stock as of the record date, March 1, 2016, are entitled to notice of and to vote at our annual meeting. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at our annual meeting. Even if you plan to attend our annual meeting in person, please cast your vote as soon as possible by: using the Internet scanning the QR Barcode on your voting materials calling toll-free from the U.S., U.S. territories and Canada mailing your signed proxy or voting instruction form Check your notice of internet availability of proxy materials or your proxy or voting instruction form for the web address of our internet voting site, applicable QR Barcode, and toll-free telephone voting number. Admission. Wells Fargo stockholders as of the record date are entitled to attend the annual meeting. Our admission procedures require all stockholders attending the annual meeting to present an admission ticket available online or other proper verification of stock ownership and a valid photo ID. Please review the admission procedures under \"Voting and Other Meeting InformationMeeting Admission Information\" on page 84. Live Audio of Meeting. You may listen to live audio of the annual meeting, but will not be able to vote your shares or ask questions while you are listening to the meeting. Please see page 84 for more information on how to listen to the live annual meeting. Each stockholder's vote is important. Please submit your vote and proxy over the internet, using your mobile device, or by telephone, or complete, sign, date, and return your proxy or voting instruction form. Wells Fargo & Company 2016 Proxy Statement i Corporate Governance Highlights Recent Corporate Governance Enhancements and Updates Board Governance Stockholder Rights and Engagement Compensation Board Oversight of Strategy and Risk ii - Implemented Proxy Access. The Board amended the Company's By-Laws, effective December 17, 2015, to permit an eligible stockholder (or a group of up to 20 stockholders) who has owned 3% of the Company's stock for 3 years to nominate up to the greater of 2 directors and 20 percent of the Board, subject to the terms and conditions in the By-Laws. - Elected President and Chief Operating Officer in November 2015. As part of the Board's oversight of management succession planning, the Board elected Timothy J. Sloan as President and Chief Operating Officer in November 2015. - Increased Oversight of Political and Lobbying Activities and Spending. The Company increased reporting provided to the Board's Corporate Responsibility Committee on political and lobbying activities as part of the committee's oversight responsibilities for the Company's government relations activities and public advocacy policies and programs. - Enhanced Oversight of Information Security Risk (including Cyber) and Technology Risk. The Board enhanced Audit and Examination Committee and Risk Committee oversight of information security risk (including cyber) and technology risk through the holding of periodic joint meetings of those committees to focus on these specific risks. - Updated Code of Ethics and Business Conduct Applicable to Team Members and Directors. The Board approved an updated Code of Ethics and Business Conduct, effective April 1, 2016, which applies to our team members and directors and continues to reflect our core value of holding ourselves to the highest standards of ethical behavior. - Independent Lead Director - 14 of 15 director nominees are independent - All standing Board committees consist solely of independent directors - Held 9 Board meetings in 2015 - Board meets regularly in executive session - 96.75% average Board attendance in 2015 at Board and committee meetings - Annual director elections - Directors elected by a majority of votes cast in uncontested elections, and by plurality vote in contested elections - Stockholders may call special meetings and act by written consent - Lead Director and senior management participate in investor outreach program with the Company's largest institutional investors, and during 2015 the Company engaged with institutional investors representing approximately 25% of our outstanding common stock to discuss a variety of topics, including proxy access, Board composition, director tenure, other current governance issues, and our executive compensation program - Pay-for-performance compensation philosophy and approach - Robust stock ownership and retention policies for our non-employee directors and executive officers - Prohibit hedging of Company securities - Prohibit pledging by directors and executive officers of Company equity securities as collateral for margin or other similar loan transactions - Multiple executive compensation clawback and recoupment policies - Independent compensation consultant engaged by Human Resources Committee - Board oversight of Company strategy, financial performance, risk management framework, and risk appetite - Risk oversight by full Board and its committees - Risk Committee includes the chairs of each of the Board's standing committees - Board oversight and reinforcement of our strong ethics and risk cultures - Compensation program designed consistent with the safety and soundness of the Company and without undue risk Wells Fargo & Company 2016 Proxy Statement Our Board Composition Our Board's Governance and Nominating Committee regularly evaluates the size and composition of the Board and assesses whether there is an appropriate balance of experience and perspectives on the Board. The Board's succession planning in 2015 and the beginning of 2016 reflected its continued focus on the importance of Board refreshment, the upcoming retirements of directors and succession plans for committee chairs, our commitment to Board diversity, and recruiting strategies for adding new directors to complement the existing skills and experience of the Board in areas identified in the Board's annual self-evaluation process. The accompanying charts illustrate the varying tenure, diversity, and qualifications and experience of our director nominees. Recent changes in Board composition and committee Chair roles include: After 17 years of dedicated service on our Board, Judith M. Runstad has decided not to stand for re election and will retire from our Board at the 2016 annual meeting Federico F. Pea succeeded Ms. Runstad as Chair of the Corporate Responsibility Committee and a member of the Risk Committee on March 1, 2016 Elizabeth A. Duke, an independent director with financial services and risk management experience, joined our Board in January 2015 and serves on our Credit Committee, Finance Committee, and Risk Committee Suzanne M. Vautrinot, an independent director with cyber security experience, joined our Board in February 2015 and serves on our Audit and Examination Committee and Credit Committee Business Development, Strategic Planning, Business Operations, International Community Affairs, Governmental Relations, Public Policy, Social Responsibility Our Board's Qualifications and Experience Marketing, Consumer Information Security (including Cyber), Technology As a result of Ms. Runstad's retirement, the size of our Board will decrease to 15 members at our 2016 annual meeting, which is consistent with the size range (14 to 19 directors) of the Board over the last 10 years. Tenure of Our Director Nominees Wells Fargo Policy: Our Board recognizes the importance of an appropriate balance of experience and perspectives on the Board and does not believe arbitrary term limits are appropriate. 0 to 4 years 5 to 9 years 10 to 14 years Overall Diversity of Board 67% Tenure reflects full years of completed service. Over 15 years 0 1 2 3 4 Management and/or Leadership Experience 10 of 15 Director Nominees are Women, Asian, AfricanAmerican and/or Hispanic 5 Number of Independent Director Nominees Age Diversity of Board Wells Fargo Policy: Retirement age of 72 Gender Diversity of Board Under 60 60 to 65 40% 66 to 70 Over 70 0 \u0002 1 2 3 4 5 6 6 of 15 Director Nominees are Women Financial Services, Financial Management, Accounting/ Financial Reporting Risk Management, Legal, Regulatory Human Resources, Corporate Governance, Management Succession Planning Wells Fargo Process: The GNC and the Board consider diversity in evaluating director nominees. Gender, race, and ethnic diversity have been, and will continue to be, a priority for the GNC and the Board in its director nomination process because the GNC and the Board believe that it is essential that the composition of the Board appropriately reflects the diversity of the Company's team members and the customers and communities they serve. 7 Number of Director Nominees Wells Fargo & Company 2016 Proxy Statement iii Item 1 Election of Directors The table below provides a summary of information about each director nominee for election at the annual meeting. Age Director Since John D. Baker II 67 2009 Executive Chairman and Director, FRP Holdings, Inc. Financial Management; Business Development; Business Operations; Regulatory; Legal Yes AEC; CRC; Credit Elaine L. Chao 62 2011 Former U.S. Secretary of Labor Governmental Relations; Social Responsibility; Community Affairs; Regulatory; Human Resources; Governance Yes Credit; Finance John S. Chen 60 2006 Executive Chairman and Chief Executive Officer, BlackBerry Limited Technology; Information Security; Marketing/Consumer; International; Public Policy; Community Affairs Yes HRC Lloyd H. Dean 65 2005 President, Chief Executive Officer and Director, Dignity Health Business Operations; Regulatory; Social Responsibility; Strategic Planning; Community Affairs; Governance Yes CRC; GNC; HRC*; Risk Elizabeth A. Duke 63 2015 Former member of the Federal Reserve Board of Governors Financial Services; Risk Management; Financial Management; Governmental Relations; Regulatory Yes Credit; Finance; Risk Susan E. Engel 69 1998 Retired Chief Executive Officer, Portero, Inc. Marketing/Consumer; Technology; Business Operations; Strategic Planning; Business Development Yes Credit; Finance; HRC Enrique Hernandez, Jr. 60 2003 Chairman, President, Chief Executive Officer and Director, Inter-Con Security Systems, Inc. Risk Management; Legal; Financial Management; Strategic Planning; Management Succession Planning; Governance Yes CRC; Finance*; Risk* Donald M. James 67 2009 Retired Chairman and Chief Executive Officer, Vulcan Materials Company Risk Management; Legal; Strategic Planning; Regulatory; Management Succession Planning; Governance Yes Finance; HRC Cynthia H. Milligan 69 1992 Dean Emeritus, College of Business Financial Services; Academia/ Administration, University of Public Policy; Regulatory; Risk Nebraska-Lincoln Management; Legal; Social Responsibility Yes CRC; Credit*; GNC; Risk Federico F. Pea 69 2011 Senior Advisor, Vestar Capital Partners; Former U.S. Secretary of Energy and Former U.S. Secretary of Transportation Yes AEC; CRC*; GNC; Risk James H. Quigley 64 2013 CEO Emeritus and a retired Partner Accounting and Financial of Deloitte Reporting; Financial Management; Regulatory; Risk Management; Business Operations; Strategic Planning; Governance Yes AEC*; Credit; Risk Stephen W. Sanger 69 2003 Retired Chairman and Chief Executive Officer, General Mills, Inc. Marketing/Consumer; Strategic Planning; Human Resources; Management Succession Planning; Governance Yes Lead Director GNC*; HRC; Risk John G. Stumpf 62 2006 Chairman and Chief Executive Officer, Wells Fargo & Company Financial Services; Business Leadership; Financial Management; Business Operations; Risk Management No N/A Susan G. Swenson 67 1998 Chair and Chief Executive Officer, Novatel Wireless, Inc. Technology; Marketing/Consumer; Financial Management; Business Operations Yes AEC; GNC Suzanne M. Vautrinot 56 2015 President, Kilovolt Consulting Inc.; Major General (retired), U.S. Air Force Information/Cyber Security; Technology; Governmental Relations; Public Policy; Business Operations; International Yes AEC; Credit Nominee AEC CRC Credit Finance Principal Occupation or Affiliation Audit and Examination Committee Corporate Responsibility Committee Credit Committee Finance Committee Principal Qualifications and Experience Governmental Relations; Public Policy; Regulatory; Risk Management; Legal; Financial Management; Business Development; Social Responsibility GNC HRC Risk Wells Fargo & Company 2016 Proxy Statement Committees (*Chair) Governance and Nominating Committee Human Resources Committee Risk Committee The Board recommends that you vote FOR each of the nominees above. iv Independent 2015 Company Performance Highlights We highlight below the Company's 2015 performance and compensation decisions for our named executive officersJohn G. Stumpf (CEO), John R. Shrewsberry (CFO), Timothy J. Sloan (President and Chief Operating Officer (COO) since November 2015, prior to that Senior Executive Vice President, Wholesale Banking), David M. Carroll (Senior Executive Vice President, Wealth and Investment Management), Avid Modjtabai (Senior Executive Vice President, Consumer Lending), and Carrie L. Tolstedt (Senior Executive Vice President, Community Banking). Company Performance Highlights Net income of $22.9 billion, compared with $23.1 billion for 2014 Diluted earnings per share of $4.12, compared with $4.10 for 2014 Revenue of $86.1 billion, compared with $84.3 billion for 2014 Noninterest expense of $50.0 billion, compared with $49.0 billion for 2014 Return on assets of 1.31%, compared with 1.45% for 2014 Return on equity of 12.60%, compared with 13.41% for 2014 Returned $12.6 billion to stockholders through dividends and net share repurchases Strong capital position - Common Equity Tier 1 ratio (fully phased-in) well above the regulatory minimum and our internal buffer Efficiency ratio of 58.1%, consistent with 2014 Loans of $916.6 billion, compared with $862.6 billion at year end 2014 Deposits of $1,223.3 billion, compared with $1,168.3 billion at year end 2014 Total stockholder return of 1.9%, 19.9%, and 14.7%, respectively, for the 1-, 3- and 5-year periods ended December 31, 2015 2015 Compensation Decision Highlights Based on application of our compensation principles to the Company's 2015 results, consideration of the Company's performance and the individual performance of the named executives, and the other relevant factors described in our CD&A, the HRC approved the 2015 compensation decisions shown in the table below for our named executives. This table is not a substitute for, and should be read together with, the Summary Compensation Table on page 57 which presents named executive compensation paid, accrued, or awarded for 2015 in accordance with SEC disclosure rules and includes additional compensation elements and other important information. Named Executive John G. Stumpf Base Salary Rate ($)(4) 2,800,000 Long-Term Equity Incentives Performance Share Award RSR Award ($)(2) ($)(3) Annual Incentive Award ($) 4,000,000(1) 12,500,000 - Total ($) 19,300,000 John R. Shrewsberry 1,700,000 850,000 5,500,000 1,000,000 9,050,000 Timothy J. Sloan 2,000,000 1,000,000 6,500,000 1,500,000 11,000,000 David M. Carroll 1,700,000 850,000 5,500,000 1,000,000 9,050,000 Avid Modjtabai 1,700,000 850,000 5,500,000 1,000,000 9,050,000 Carrie L. Tolstedt 1,700,000 850,000 5,500,000 1,000,000 9,050,000 (1) A portion of the annual incentive award amount for our CEO was paid in RSRs that vest over three years. See pp. 48-50. (2) Dollar value on date of grant of 2015 Performance Shares at \"target.\" Actual pay delivered or realized for Performance Shares will be determined in the first quarter of 2018 and may range from zero to 150% of the target shares, depending on Company performance. See pp. 53-54. (3) Dollar value on date of grant of July 2015 RSR grants vesting over four years beginning on the first anniversary of the grant date. See pp. 54-55. (4) Effective March 6, 2016, the base salary of Mr. Sloan was increased to $2,400,000 and the base salary of each of Messrs. Shrewsberry and Carroll and Mses. Modjtabai and Tolstedt was increased to $1,750,000. The increase in base salary for Mr. Sloan reflects his additional responsibilities as President and COO. Mr. Sloan retained his responsibilities as head of Wholesale Banking following his election as President and COO. Consistent with our pay for performance philosophy and as reflected in the table below, the compensation structure and decisions for our CEO and other named executive officers emphasize variable compensation tied to performance. In addition, the Company's executive compensation program provides a high proportion of pay for our named executives in the form of long-term equity awards that are subject to cancellation upon occurrence of specified performance conditions which discourage excessive risk taking and further align our named executives' and our stockholders' interests in Wells Fargo & Company 2016 Proxy Statement v increasing stockholder value over the long-term. Our long-term equity awards are granted primarily in the form of Performance Shares that vest based on achievement of three-year Return on Realized Common Equity (RORCE) performance criteria. Percentages below are based on the total in the 2015 Compensation Decisions table above. Emphasis on Variable Over Fixed Pay Fixed Variable \"At-Risk\" (Base Salary) (Annual Incentive and LTI) High Proportion of Pay in Equity Cash Equity(1) CEO 15% 85% 31% 69% Other NEO Average 19% 81% 28% 72% (1) Includes Performance Shares that vest subject to RORCE performance criteria over a three-year performance period, RSRs granted as a portion of the annual incentive award for our CEO that vest over three years, and RSRs granted in July 2015 to named executives, other than our CEO, that vest over four years. Item 2 Advisory Resolution to Approve Executive Compensation The HRC believes that its 2015 compensation decisions were consistent with our compensation principles and will benefit stockholders for short-term and long-term Company performance, and that the compensation paid to the named executives for 2015 was reasonable and appropriate. Although your vote is advisory and not binding on the Company, the Board values our stockholders' views on executive compensation matters and will consider the outcome of this vote when making future executive compensation decisions for named executives. The Board recommends that you vote FOR the advisory resolution to approve the compensation paid to the Company's named executives. Item 3 Ratify Appointment of Independent Registered Public Accounting Firm for 2016 As a matter of good corporate governance, the Board is asking our stockholders to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for our fiscal year ending December 31, 2016. The Board recommends that you vote FOR the ratification of KPMG as our independent registered public accounting firm for 2016. Items 4 and 5 Stockholder Proposals Stockholders are being asked to vote on the following stockholder proposals, if properly presented at the meeting and not previously withdrawn: Adopt a policy to require an independent chairman; and Provide a report on the Company's lobbying policies and practices. The Board recommends that you vote AGAINST each stockholder proposal for the reasons stated under \"Stockholder Proposals\" in this proxy statement. vi Wells Fargo & Company 2016 Proxy Statement TABLE OF CONTENTS Page Corporate Governance 2 Our Corporate Governance Framework and Governance Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Investor Outreach Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1 - Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board Qualifications and Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Nominees for Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Election Standard and Nomination Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Board Leadership Structure and Lead Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board Performance Evaluations and Succession Planning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Commitment to Board Diversity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board and Committee Meetings; Annual Meeting Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Committees of our Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our Board's Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management Succession Planning and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communications with our Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HRC and GNC Use of Compensation Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Information About Related Persons 2 2 3 3 3 11 13 14 15 17 17 18 22 24 24 25 25 26 29 Related Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related Person Transaction Policy and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ownership of Our Common Stock 29 30 32 Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock Ownership Requirements and Other Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director and Executive Officer Stock Ownership Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation 32 32 33 34 35 36 Item 2 - Advisory Resolution to Approve Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding Equity Awards at Fiscal Year-End 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 Option Exercises and Stock Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Potential Post-Employment Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Governance and Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit Matters 36 37 37 57 57 59 61 63 64 67 71 73 75 Item 3 - Ratify Appointment of Independent Registered Public Accounting Firm for 2016 . . . . KPMG Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit and Examination Committee Pre-Approval Policies and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . Audit and Examination Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholder Proposals 75 75 75 76 77 Item 4 - Stockholder Proposal to Adopt a Policy to Require an Independent Chairman . . . . . . . Item 5 - Stockholder Proposal to Provide a Report on the Company's Lobbying Policies and Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Voting and Other Meeting Information 77 79 81 Voting Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meeting Admission Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholder Information for Future Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 84 85 85 Wells Fargo & Company 2016 Proxy Statement vii WELLS FARGO & COMPANY Proxy Statement You are invited to attend Wells Fargo's 2016 annual meeting of stockholders to be held on Tuesday, April 26, 2016, and to vote on the items of business described in this proxy statement. Please read this proxy statement carefully and consider the information it contains when deciding how to vote your shares at the annual meeting. When we use the term \"proxy materials\" in this proxy statement, we mean the notice of the 2016 annual meeting of stockholders, this proxy statement, our annual report to stockholders for the fiscal year ended December 31, 2015, and the proxy card or voting instruction form. The proxy materials were first made available to stockholders beginning on or about March 16, 2016. Your vote is important. Our Board is soliciting your proxy to vote your shares of our common stock at the annual meeting, or at any adjournment or postponement of the meeting. We encourage you to vote as soon as possible before the meeting, even if you plan to attend in person. Information about the annual meeting and voting your shares appears beginning on page 81 of this proxy statement. Voting Matters The following table describes the items to be considered at the meeting and, for the reasons detailed in the proxy statement, how the Board recommends that you vote: Board Recommendation Page Reference (for more detail) 1. Elect 15 directors FOR all nominees 3 2. Advisory resolution to approve executive compensation (Say on Pay) FOR 36 3. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2016 FOR 75 4. Adopt a policy to require an independent chairman AGAINST 77 5. Provide a report on the Company's lobbying policies and practices AGAINST 79 Items for Vote Management proposals Stockholder Proposals If any other business properly comes before the meeting, the persons named as proxies for stockholders will vote on those matters in a manner they consider appropriate. See \"Voting and Other Meeting Information\" beginning on page 81 for more information. Wells Fargo & Company 2016 Proxy Statement 1 CORPORATE GOVERNANCE Our Corporate Governance Framework and Governance Documents Our Board is committed to sound and effective corporate governance principles and practices. Our Board has adopted Corporate Governance Guidelines to provide the framework for the governance of the Board and the Company. These Guidelines address, among other matters, the role of the Board, Board membership criteria, director retirement and resignation policies, our Director Independence Standards, information about the committees of the Board, and information about other policies and procedures of the Board, including the majority vote standard for directors, management succession planning, director compensation, the Board's leadership structure, and the responsibilities of the Lead Director. The Board reviews the Corporate Governance Guidelines annually. Our Board also has adopted our Codes of Ethics, which state our policy and standards for ethical conduct by our team members, including executive officers, and directors. We expect all of our team members and directors to adhere to the highest possible standards of ethics and business conduct with other team members, customers, stockholders, and the communities we serve and to comply with all applicable laws, rules, and regulations that govern our businesses. Information relating to corporate governance of the Company, including the following corporate governance documents, is available on our website at https://www.wellsfargo.com/about/corporate/governance: The Board's Corporate Governance Guidelines, including its Director Independence Standards Our Codes of Ethics applicable to team members as well as directors; our updated Code of Ethics and Business Conduct applicable to both team members and directors will be effective April 1, 2016 and continues to reflect our commitment to the highest standards of ethical behavior Charters for each of the Board's seven standing committees, including the Audit and Examination Committee, the Governance and Nominating Committee, and the Human Resources Committee Our Board Communication Policy, which describes how stockholders and other interested parties can communicate with the Board Our By-Laws, which were amended and restated effective December 17, 2015 to implement proxy access and permit an eligible stockholder (or a group of up to 20 stockholders) who has owned 3% of the Company's stock for 3 years to nominate up to the greater of 2 directors and 20 percent of the Board, subject to the terms and conditions specified in the By-Laws. Our By-Laws also include provisions which allow stockholders to call special meetings and act by written consent. Our Investor Outreach Program As part of our commitment to effective corporate governance practices, in 2010 we initiated our investor outreach program to help us better understand the views of our investors on key corporate governance topics. Through our investor outreach program, our Lead Director and management participate in meetings with many of our largest institutional stockholders to discuss and obtain feedback on corporate governance, executive compensation, and other related issues important to our stockholders. In 2015, the Company contacted many of our largest institutional investors and engaged with institutional investors representing approximately 25% of the Company's common stock. We also met with other organizations interested in our corporate governance practices and policies. We share the feedback received during our outreach process with the GNC and our Board and, in 2015, discussion topics with our institutional investors included proxy access, Board composition, director tenure, other current governance issues, and our executive compensation program. The Board's adoption of proxy access and the proxy access provision contained in our By-Laws were based, in part, on input received from our investors. We value our dialogue with our investors and believe our annual outreach efforts, which are in addition to other communication channels available to our stockholders and other interested parties, help us to continue to evolve our corporate governance practices in a way that reflects the insights and perspectives of our many stakeholders. 2 Wells Fargo & Company 2016 Proxy Statement Item 1 Election of Directors Board Qualifications and Experience The Board has identified certain minimum qualifications for its directors, including having a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role, such as chief executive officer, president or partner, in a large or recognized organization or governmental entity. The Board believes that this particular qualification provides our directors with substantial experience relevant to serving as a director of our Company, including in many of the areas highlighted in the accompanying chart which the Board views as important when evaluating director nominees. The Board believes that each of our nominees satisfies our director qualification standards and during the course of their business and professional careers as a chief executive officer or other senior leader has acquired extensive executive management experience in these and other areas. In addition, the GNC and the Board believe that each nominee brings to the Board his or her own unique background and range of expertise, knowledge, and experience, including as a result of his or her valued service on our Board and its committees, that provide the Board as a whole with an appropriate and diverse mix of qualifications, skills, and attributes necessary for the Board to fulfill its oversight responsibility to the Company's stockholders. Director Qualifications and Experience Represented on Our Board financial management, accounting or financial reporting, financial services, risk management, strategic planning, regulatory and/or legal, information security (including cyber) and technology, marketing/consumer, human resources, including management succession planning, business development, community affairs, corporate governance, governmental relations or public policy, social responsibility, international, and business operations. Below we provide information about the Board's nominees, including their age and the month and year in which they first became a director of the Company, their business experience for at least the past five years, the names of publicly-held companies (other than the Company) where they currently serve as a director or served as a director during the past five years, and additional information about the specific experience, qualifications, skills, or attributes that led to the Board's conclusion that each nominee should serve as a director of the Company. Director Nominees for Election The Board has set 15 directors as the number to be elected at the annual meeting and has nominated the individuals named below. All nominees are currently directors of Wells Fargo & Company and have been previously elected by our stockholders. Judith M. Runstad, a current director, is not standing for re-election and will retire when her term expires at the 2016 annual meeting. The Board has determined that each nominee for election as a director at the annual meeting is an independent director, except for John G. Stumpf, as discussed below under \"Director Independence.\" Directors are elected to hold office until the next annual meeting and until their successors are elected and qualified. All nominees have told us that they are willing to serve as directors. If any nominee is no longer a candidate for director at the annual meeting, the proxy holders will vote for the rest of the nominees and may vote for a substitute nominee in their discretion. In addition, as described below under \"Director Election Standard,\" each of the nominees has tendered his or her resignation as a director in accordance with our Corporate Governance Guidelines to be effective only if he or she fails to receive the required vote for election to the Board and the Board accepts the resignation. The Board recommends you vote FOR each of the nominees below. Wells Fargo & Company 2016 Proxy Statement 3 Business Experience JOHN D. BAKER II Age: 67 Mr. Baker has served as Executive Chairman and a director of FRP Holdings, Inc. (formerly Patriot Transportation Holding, Inc. prior to the spin-off of its transportation business in early 2015), Jacksonville, Florida (real estate company) since October 2010. He served as President and Chief Executive Officer of Patriot from February 2008 until October 2010. He served as President from May 1989, and Chief Executive Officer from February 1997 of Florida Rock Industries, Inc., Jacksonville, Florida until November 2007. Mr. Baker also currently serves as Chairman of Panadero Aggregates Holdings, LLC, a construction aggregates company located in Jacksonville, Florida, and a senior advisor for Brinkmere Capital Partners, a private equity firm. He was formerly a director of Duke Energy Corporation, Progress Energy Inc., Texas Industries, Inc., and Patriot Transportation Holding, Inc. Principal Qualifications and Experience Director since: January 2009 - Other Current Public Company Directorships: - FRP Holdings, Inc. Committees: Audit and Examination Corporate Responsibility Credit - - As the CEO or chairman of two public companies during the past 19 years, including a company involved in real estate activities, Mr. Baker brings leadership and executive management experience to the Board. Mr. Baker has led or founded several public and private companies doing business in the Southeast, including as the lead investor and senior advisor for a private equity firm, and his business development skills and deep knowledge of the business climate in the Southeast provide unique insight into the operating environment of some of the Company's largest banking markets. Mr. Baker has extensive financial management expertise that he gained as a CEO or chairman and as a past member of the audit committees of two other public companies. Mr. Baker has a law degree from the University of Florida School of Law, and his experience as a lawyer and former member of the board of a large public utility company also contribute important risk management and regulatory oversight skills to the Board. Business Experience ELAINE L. CHAO Age: 62 Ms. Chao served as the 24th U.S. Secretary of Labor from January 2001 until January 2009. From August 1996 to January 2001, January 2009 to August 2014 and since May 2015, Ms. Chao was and is a Distinguished Fellow at the Heritage Foundation, Washington, D.C. (research and educational organization). She was President and Chief Executive Officer of United Way of America from November 1992 until August 1996. Ms. Chao's previous government experience also includes serving as Director of the Peace Corps and Deputy Secretary of the U.S. Department of Transportation. She was formerly a director of Dole Food Company, Inc. and Protective Life Corporation. Principal Qualifications and Experience - Director since: July 2011 Other Current Public Company Directorships: - Ingersoll-Rand plc News Corporation Vulcan Materials Company - Committees: - Credit Finance - 4 As the first Asian Pacific American woman in U.S. history to be appointed to a President's cabinet and a leader of large high-profile organizations operating in complex regulatory and public policy environments, Ms. Chao has extensive leadership, executive management, and governmental experience. Ms. Chao's skills in building constructive working relationships with diverse stakeholders also provide useful insight for the Company in various social responsibility and community affairs areas as it strives to enhance its relationships in the communities where it does business. Her experience as Secretary of Labor provides the Board with a valuable perspective on workforce issues, and her previous work at two large financial services companies contributes relevant industry experience to the Board. Having overseen corporate governance issues at the Department of Labor Employee Benefits Security Administration and as a current and former board member of a number of prominent public companies, including as past chair or a member of the nominating and corporate governance committees of two public companies, she also brings additional corporate governance experience to the Board. Ms. Chao has a Master of Business Administration from Harvard Business School. Wells Fargo & Company 2016 Proxy Statement Business Experience Mr. Chen has served as Executive Chairman and Chief Executive Officer of BlackBerry Limited, Waterloo, Ontario, Canada (wireless telecommunications) since November 2013. Prior to joining BlackBerry, he served as Chairman and Chief Executive Officer of Sybase, Inc. from July 2010, when SAP AG acquired Sybase, until he retired in November 2012. He also served as Chairman, CEO, President, and as a director of Sybase from November 1998 until July 2010. Mr. Chen serves as a Special Advisor of Silver Lake Partners, a private investment firm. He was formerly a director of Sybase, Inc. JOHN S. CHEN Age: 60 Principal Qualifications and Experience - Director since: September 2006 Other Current Public Company Directorships: - BlackBerry Limited The Walt Disney Company - Committees: - Human Resources - As the executive chairman and CEO of BlackBerry Limited and as a former CEO of Sybase, Mr. Chen has over 17 years of leadership and executive management experience. Mr. Chen also served as president of the Open Enterprise Computing Division of Siemens Nixdorf, and president and chief operating officer of Pyramid Technology Corporation. Mr. Chen's experience and perspective on information technology, information security, and software matters are particularly important to the Company, which uses numerous complex information technology applications and systems. Mr. Chen also brings to the Board finance and business strategy experience and, as a result of his work with several public sector organizations, an important focus on international relations and business and community affairs. His experience at BlackBerry and serving on the board of a large well-known entertainment company also provides valuable insight into the importance of developing and maintaining an internationally recognized brand. Mr. Chen holds a Master of Science from California Institute of Technology. Business Experience Mr. Dean has served as President, Chief Executive Officer, and a director of Dignity Health, San Francisco, California (health care) since April 2000. He was formerly a director of Cytori Therapeutics, Inc. and Premier, Inc. Principal Qualifications and Experience - LLOYD H. DEAN Age: 65 Director since: June 2005 Other Current Public Company Directorships: McDonald's Corporation Navigant Consulting, Inc. Committees: - - - - As the president and CEO of Dignity Health, a large multi-state healthcare organization that is the fifth largest hospital system in the nation, and as a former executive vice president and chief operating officer of Advocate Health Care and officer of The Upjohn Company, Mr. Dean brings over 24 years of leadership, executive management, and business strategy experience to the Board. Similar to the Company, Dignity Health is subject to significant regulatory oversight, which provides Mr. Dean with additional insight in analyzing and advising on complex regulatory issues affecting the Company. The Board also benefits from Mr. Dean's substantial finance, systems operations, service quality, human resources, and community affairs expertise, which he gained as a result of his responsibilities with Dignity Health. Mr. Dean's prior service as the non-executive chairman and a director of Cytori Therapeutics provides an additional corporate governance perspective to the Board. Mr. Dean holds a Master's Degree in Education from Western Michigan University and also is a graduate of Pennsylvania State University's Executive Management Program. Corporate Responsibility Governance and Nominating Human Resources (Chair) Risk Wells Fargo & Company 2016 Proxy Statement 5 Business Experience ELIZABETH A. DUKE Age: 63 Ms. Duke served as a member of the Federal Reserve Board of Governors from August 2008 to August 2013, where she served as chair of the Federal Reserve's Committee on Consumer and Community Affairs and as a member of its Committee on Bank Supervision and Regulation, Committee on Bank Affairs, and Committee on Board Affairs. From March 2014 to September 2015, she served as executive-in-residence at Old Dominion University (higher education), Norfolk, Virginia. Previously, she was chief operating officer of TowneBank from 2005 to 2008, and was an executive vice president at Wachovia Bank, N.A., (2004 to 2005) and at SouthTrust Bank (2001 to 2004) which was acquired by Wachovia in 2004. Ms. Duke also served as chief executive officer of Bank of Tidewater, which was acquired by SouthTrust, and chief financial officer of Bank of Virginia Beach. Principal Qualifications and Experience Director since: January 2015 - Other Current Public Company Directorships: - None Committees: Credit Finance Risk - - As a former member of the Federal Reserve Board of Governors, Ms. Duke has broad experience and knowledge of the U.S. financial system, financial regulation, and economic and public policy matters. Ms. Duke's service as a Federal Reserve Governor during a critical time for the U.S. economy and banking system provides her with experience identifying, assessing, and managing risk exposures of financial firms such as the Company, as well as insight and a unique understanding of risks and opportunities that contribute important risk management experience to the Board. She also brings extensive financial services and financial management experience to the Board as a result of various senior leadership roles leading banking operations in markets where the Company does business, including as chief operating officer of TowneBank, chief executive officer of Bank of Tidewater, and as a senior officer of SouthTrust Bank and Wachovia Bank, N.A., the last three of which banks along with Bank of Virginia Beach are now part of the Company. Ms. Duke has a Master of Business Administration from Old Dominion University. Business Experience Ms. Engel served as Chief Executive Officer of Portero, Inc., New York, New York (an online retailer of luxury pre-owned and vintage personal accessories) from July 2009 until June 2013 when the company was acquired. She presently provides services to Trewstar Corporate Board Services, a director search firm specializing in placement of women on corporate boards. She served as Chairwoman, CEO, and a director of Lenox Group Inc., Eden Prairie, Minnesota (a tabletop, collectibles, and giftware marketer, manufacturer, and wholesaler) from November 1996 until she retired in January 2007. She was formerly a director of SUPERVALU INC. SUSAN E. ENGEL Age: 69 Principal Qualifications and Experience - Director since: May 1998 - Other Current Public Company Directorships: - None Committees: Credit Finance Human Resources 6 - Ms. Engel has extensive executive management, leadership, and sales and marketing experience, which she has acquired as the CEO of several public and private companies over the past 23 years, including as CEO of Portero, Inc. and Lenox Group. Her senior leadership roles in retail-based businesses provide business development, retail, marketing and online sales experience to the Board, which is important to our retail and internet banking businesses. Her experience serving as the president and chief executive officer of Champion Products, Inc., the athletic apparel division of Sara Lee Corporation for approximately three years and as a consultant with Booz Allen Hamilton, a large management consulting firm, for over 14 years also provide her with significant experience in business operations and strategic planning. Ms. Engel has a Master of Business Administration from Harvard Business School. Wells Fargo & Company 2016 Proxy Statement Business Experience Mr. Hernandez has served as Chairman, President, Chief Executive Officer, and a director of Inter-Con Security Systems, Inc., Pasadena, California (security services) since 1986. Principal Qualifications and Experience - ENRIQUE HERNANDEZ, JR. - Age: 60 Director since: January 2003 - Other Current Public Company Directorships: Chevron Corporation McDonald's Corporation Nordstrom, Inc. (Chairman) - Committees: Mr. Hernandez brings leadership and executive management experience to the Board as the chairman, president and CEO of Inter-Con Security Systems, Inc., a global security services provider, and as the non-executive chairman of the board of Nordstrom, Inc., a large publicly traded retail company. The Board benefits from the valuable corporate governance and board leadership experience and expertise that Mr. Hernandez has acquired, particularly in areas such as business strategy, risk assessment, and succession planning. Mr. Hernandez also has extensive experience in the banking industry, as well as financial management expertise as a former member of the boards and audit committees of two other large financial institutions (Great Western Financial Corporation from 1993 to 1997 and Washington Mutual, Inc. from 1997 to 2002). Mr. Hernandez has served as past chair of the audit committee of Nordstrom and serves as current chair of the audit committee of McDonald's, which have further enhanced his finance experience. Mr. Hernandez has a law degree from Harvard Law School and practiced as a litigation attorney for four years with a large law firm in California, which provides him with additional insight on risk management and litigation issues relevant to the Company's operations. Corporate Responsibility Finance (Chair) Risk (Chair) Business Experience Mr. James served as Chairman and a director from 1997 until December 2015 and Chief Executive Officer from 1997 until July 2014 of Vulcan Materials Company, Birmingham, Alabama (construction materials). He was formerly a director of Vulcan Materials Company. Principal Qualifications and Experience - DONALD M. JAMES Age: 67 Director since: January 2009 - - Other Current Public Company Directorships: The Southern Company Committees: Finance Human Resources - Mr. James brings extensive leadership and executive management experience to the Board as the former chairman and CEO of Vulcan Materials Company where he also served in various senior management positions, including as president and chief operating officer. Before joining Vulcan, Mr. James practiced law as a partner in a large law firm in Alabama and was a member of the firm's Executive Committee, which also provides him with additional perspective in dealing with complex legal, regulatory, and risk matters affecting the Company. As a former board member of Wachovia, SouthTrust Corporation (which was acquired by Wachovia), and Protective Life Corporation, Mr. James has substantial knowledge and experience in the banking and financial services industry, and his service as chairman of the Governance Committee of The Southern Company, a large public utility company, also brings important corporate governance, regulatory oversight, succession planning, and business strategy experience to the Board. Mr. James holds a Master of Business Administration from University of Alabama and a law degree from University of Virginia. Wells Fargo & Company 2016 Proxy Statement 7 Business Experience Ms. Milligan served as Dean of the College of Business Administration at the University of Nebraska-Lincoln, Lincoln, Nebraska (higher education) from June 1998 to May 2009, when she was named Dean Emeritus of the College of Business Administration. Principal Qualifications and Experience - CYNTHIA H. MILLIGAN - Age: 69 Director since: July 1992 - Other Current Public Company Directorships: Calvert Funds (20 Calvert- sponsored mutual fund boards) Kellogg Company Raven Industries, Inc. - - Committees: Corporate Responsibility Credit (Chair) Governance and Nominating Risk Ms. Milligan has extensive experience in the financial services industry, including as a bank regulator, consultant, and lawyer, which provides valuable insight to the Board on banking, regulatory, and risk assessment and management issues. Ms. Milligan served as the Director of Banking and Finance for the State of Nebraska from 1987 until 1991, responsible for supervising several hundred banks and other financial institutions, and she also served as a Director, Omaha Branch, of the Kansas City Federal Reserve for approximately six years. In addition, she was president of her own consulting firm for financial institutions for approximately seven years and acquired significant banking and related financial management expertise in this role, as well as during her service as a bank regulator and as Dean of the College of Business Administration for the University of NebraskaLincoln. Ms. Milligan serves as a trustee of the W.K. Kellogg Foundation, one of the largest philanthropic foundations in the U.S., which provides her with insight on social responsibility matters. She has a law degree from George Washington University National Law Center and was a senior partner at a law firm in Nebraska, as well as an Adjunct Professor of Law in taxation at Georgetown University Law Center and in banking and taxation at the University of Nebraska College of Law. Business Experience Mr. Pea has served as a Senior Advisor of Vestar Capital Partners, Denver, Colorado (private equity firm) since January 2009 and previously served as a Managing Director of Vestar from January 2000 to January 2009. He served as the U.S. Secretary of Energy from March 1997 until June 1998 and as the U.S. Secretary of Transportation from January 1993 until February 1997. Since July 2014, he also has served as a Senior Advisor to the Colorado Impact Fund, a venture capital fund dedicated to supporting local companies. Principal Qualifications and Experience FEDERICO F. PEA - Age: 69 Director since: November 2011 Other Current Public Company Directorships: - Sonic Corp. Committees: Audit and Examination Corporate Responsibility (Chair) Governance and Nominating Risk 8 - As the former U.S. Secretary of Energy and U.S. Secretary of Transportation, as well as Mayor of the City and County of Denver, Colorado for eight years and member of the Colorado House of Representatives for four years, Mr. Pea brings substantial leadership, executive management, regulatory, public policy and community affairs expertise to the Board, which provide invaluable insight as the Company operates in the rapidly changing regulatory, political, and social environment for financial services companies. Mr. Pea's service with Vestar, including his work analyzing complex financial transactions and advising senior management teams, as well as his experience founding and leading his own investment management firm, contribute important financial management, investment, business strategy, and business development skills to the Board, which are useful in its oversight of the Company's capital markets and investment advisory businesses. He holds a law degree from the University of Texas, which enhances his understanding of legal and regulatory issues affecting the Company. Wells Fargo & Company 2016 Proxy Statement Business Experience Mr. Quigley served as senior partner of Deloitte LLP, New York, New York (audit, financial advisory, risk management, tax, and consulting) from June 2011 until his retirement in June 2012, when he was named CEO Emeritus. Prior to his retirement, he served as chief executive officer of Deloitte Touche Tohmatsu Limited (DTTL, the Deloitte global network) from June 2007 to June 2011, and as chief executive officer of Deloitte LLP, the U.S. member firm of DTTL, from 2003 until 2007. Principal Qualifications and Experience JAMES H. QUIGLEY - Age: 64 Director since: October 2013 - Other Current Public Company Directorships: Hess Corporation Merrimack Pharmaceuticals, Inc. - Committees: - Audit and Examination (Chair) Credit Risk - Mr. Quigley brings extensive leadership, accounting and financial reporting, auditing, and risk management experience to the Board. He served Deloitte for over 35 years in a wide range of leadership positions, including as CEO, and provided accounting, financial advisory, and consulting services to many of Deloitte's leading clients in a range of industries. Mr. Quigley's broad management experience running a prominent global firm, as well as his experience advising diverse multinational companies operating in complex environments, provides the Board with key perspective on leadership, business operations, strategic planning, risk, and corporate governance matters. His current service as trustee of the International Financial Reporting Standards Foundation and a member of the Board of Trustees of The German Marshall Fund of the United States also provides valuable insight on international business affairs. He previously was a co-chairman of the Transatlantic Business Dialogue and a director of the Center for Audit Quality, a trustee of the Financial Accounting Foundation, a member of the U.S. Securities and Exchange Commission Advisory Committee on Improvements to Financial Reporting, and a member of numerous committees of the American Institute of Certified Public Accountants. He earned a Bachelor of Science degree and honorary Doctorate of Business from Utah State University. Business Experience Mr. Sanger served as Chairman of General Mills, Inc., Minneapolis, Minnesota (packaged food producer and distributor) from May 1995, and as a director since 1992, until he retired in May 2008. He also served as Chief Executive Officer of General Mills from May 1995 to September 2007. Mr. Sanger joined General Mills in 1974 and held various management positions at General Mills before becoming chairman and CEO in 1995. He was formerly a director of Target Corporation. Principal Qualifications and Experience STEPHEN W. SANGER - Age: 69 Director since: July 2003 Other Current Public Company Directorships: - - Pfizer Inc. Committees: Governance and Nominating (Chair) Human Resources Risk - - Mr. Sanger brings leadership, executive management, and marketing and consumer experience to the Board, as well as valuable experience in corporate strategy and mergers and acquisitions. Mr. Sanger led General Mills through the complex acquisition and integration of Pillsbury, and his extensive experience gained from leading a company responsible for developing and marketing some of the world's best known consumer brands is beneficial to the Company and the Board. He has served on the audit, compensation and governance committees of several large public companies, including currently as a member of the audit committee and chair of the governance committee of Pfizer and previously as a member of the compensation and governance committees of Target, which enhance his human resources, management succession planning, and corporate governance skills. Mr. Sanger has served as our Board's Lead Director since 2012. Mr. Sanger holds a Master of Business Administration from the University of Mic