Senior Executive Vice President, Home & Consumer Finance
Howard I. Atkins
Senior Executive Vice President & Chief Financial Officer
Carrie L. Tolstedt
Group Executive Vice President, Community Banking
The values of stock awards shown in column (e) and option awards shown in column (f) represent the amount of compensation expense recognized in our 2006 financial
statements, based on the fair value of all stock awards and/or options granted to named executive officers. These values include expense for options and stock awards granted in 2006 and expense for options and stock awards granted prior to 2006, all
or a portion of which vested in 2006. It also includes expense for reload options granted to named executive officers as the result of exercising original options granted prior to 2004. Reload options are fully vested under the LTICP on the date of
grant. A discussion of the assumptions used in calculating these values may be found in Note 14 (Common Stock and Stock Plans) to our 2006 financial statements.
The stock awards shown in column (e) for Messrs. Stumpf and Atkins are RSRs granted in 2002 to Mr. Stumpf that partially vested in 2006, and granted in 2001 to
Mr. Atkins that vested in full in 2006. Additional information about these RSRs appears in the CD&A under Long-Term Compensation on page 47, and for Mr. Stumpf, in columns (g) and (h) of, and
footnote (3) to, the Outstanding Equity Awards at Fiscal Year-End table on pages 60 to 62, and for both Messrs. Stumpf and Atkins, in columns (d) and (e), and footnote (2) to the Option Exercises and Stock Vested table on page 63 of
this proxy statement.
The amounts shown represent incentive compensation awards for 2006 paid in March 2007. Additional information regarding the potential threshold, target, and maximum payouts
underlying the non-equity incentive plan compensation shown in column (g) of this table is included in columns (c) through (e) of the Grants of Plan-Based Awards.
The information shown in column (h) represents the change in the pension value of each named executive officers benefits under the Wells Fargo & Company Cash
Balance Plan and Supplemental Cash Balance Plan below, from November 30, 2005 to November 30, 2006, the date used in our 2006 financial statements to measure the assets and benefit obligations under these plans. It also includes the change
in pension value of David A. Hoyts annuity contract and benefits available to Mark C. Oman under the Wells Fargo Financial, Inc. (WFFI) qualified and non-qualified retirement plans and supplemental retirement arrangement described in
footnote (6) below using these same measurement dates.
Because named executive officers did not receive any above-market preferential earnings on deferred compensation in 2006, the amounts shown in column (h) do not include any
earnings on deferred compensation.
Mark C. Oman, who was employed by WFFI from April 1979 until December 1989, participated in, and accrued benefits under WFFIs qualified and non-qualified defined benefit
pension plans. Mr. Oman also has a supplemental retirement arrangement with the Company. Information about Mr. Omans accrued benefits under the WFFI plans and his supplemental arrangement appears in the Pension Benefits table,
footnotes, and narrative on pages 66 to 69 of this proxy statement. We discuss his supplemental retirement arrangement in more detail in the CD&A under Post-Retirement Payments on beginning on page 51 and on pages 76 to
77 of this proxy statement under Supplemental Retirement ArrangementMark C. Oman.
See the All Other Compensation table below for additional information.
This excerpt taken from the WFC DEF 14A filed Mar 17, 2006.
Carrie L. Tolstedt Group Executive Vice President,
2005 2004 2003
441,667 400,000 400,000
2,125,000 1,800,000 1,400,000
102,878 235,566 5,113
265,365 209,846 207,117
134,500 107,902 118,560
The amounts shown for 2005 represent the incentive compensation awards for 2005 which are paid in 2006.
Executive officers, including the Chief Executive Officer, are entitled to receive various perquisites and reimbursement for the payment of taxes on certain of these perquisites.
The amounts shown for the years 2003-2005 in column (e) to the above table include any of the perquisites and other personal benefits described below that have a total value to a named executive officer greater than $50,000, and reimbursements
for the payment of taxes (gross-ups) on all perquisites. Perquisites for executive officers include the opportunity to participate in a personal financial planning program offered at Company expense or, in the alternative, to obtain reimbursement
from the Company of up to $20,000 in personal financial planning expenses using a financial planner selected by the executive officer, a car allowance, parking, social club dues, and the annual cost of a security system at the executive
officers primary residence, or for the Chief Executive Officer, his primary and secondary residences. Executives who relocate are also entitled to receive certain relocation benefits under the Companys Relocation Program. Information
about this program may be found on pages 40 and 41 of this proxy statement under the heading Other Transactions and Relationships with Executive OfficersRelocation Program.
The Board of Directors has also authorized the Chairman to use Company-provided aircraft for personal air travel in accordance with the Companys security policy. The
Chairmans personal use of Company-provided aircraft in 2003, 2004, and 2005 has been valued at the incremental cost of such use to the Company. Effective September 2005, the Chairman has chartered Company aircraft for personal travel through a
third-party charter service at commercial charter rates plus incidentals. The third-party charter service has paid the Company for use of the aircraft at the same commercial charter rates (excluding incidentals paid by the Chairman). Because the
amount received by the Company covered the direct operating costs of each flight, there was no incremental cost to the Company for personal travel by the Chairman effective September 2005. Also under the Companys security policy, the Company
provides a car and driver to the Chairman for business use and for commuting to and from his home and his office. The estimated incremental cost to the Company of Mr. Kovacevichs use of the Company-provided car and driver for commuting
purposes is included in column (e) above. This incremental cost was calculated based on certain assumptions regarding the percentage of annual commuter mileage compared to annual total mileage (approximately 2%), and the estimated gas cost and
driver salary attributable to such commuter use.
During the period 2003-2005, Messrs. Kovacevich, Stumpf, and Atkins, and Ms. Tolstedt received one or more of the perquisites described in footnote (2) above and other
personal benefits totaling more than $50,000 in one or more of the years included in this period. The total amounts of these perquisites and benefits (and the amount and type of each perquisite or personal benefit that was greater than 25% of the
total received) and the years in which they were received are described below. The amounts shown for Messrs. Stumpf and Atkins and Ms. Tolstedt as perquisites consist primarily of payments made to or on behalf of these executive officers under
the Companys Relocation Program.
Mr. Kovacevich, 2003$100,665 (including $77,566 for personal use of Company-provided aircraft); 2004$197,098 (including $125,000 in filing fees paid by the Company
on Mr. Kovacevichs behalf in connection with a required Hart-Scott-Rodino filing relating to his anticipated future acquisitions of Company common stock pursuant to stock option exercises and Company benefit plans, and $61,593 for
personal use of Company-provided aircraft); and 2005$50,728 (including $34,284 for personal use of Company-provided aircraft prior to September 2005 when Mr. Kovacevich began chartering Company aircraft through a third-party charter
service at commercial charter rates).
Mr. Stumpf, 2003$176,793 (including $64,500 in transfer bonuses and $67,055 in selling expenses paid on behalf of Mr. Stumpf in connection with the sale of his
Denver residence); 2004$94,428 (including $64,500 in transfer bonuses relating to his transfer from Denver to San Francisco); and 2005$57,976 (including $27,000 in transfer bonuses and $18,000 in car allowances).
Mr. Atkins, 2003$117,298 (including $77,991 in mortgage interest subsidies on a first mortgage and mortgage interest on a second mortgage down payment loan relating to
his San Francisco home); and 2004$224,808 (including $61,731 in mortgage interest subsidies and mortgage interest on mortgages on his San Francisco home and $107,431 in selling expenses relating to the sale of his Connecticut residence
following his relocation to San Francisco).
Ms. Tolstedt, 2004$229,457 (including $187,400 in transfer bonuses relating to her relocation to San Francisco); and 2005$92,500 (including $57,333 in transfer
The amounts shown in the above table for Mr. Hoyt for 2003 and 2004, for Mr. Oman for 2003-2005, for Mr. Atkins in 2005, and for Ms. Tolstedt in 2003 represent tax gross-ups paid on
one or more perquisites of the types described in footnote (2) received by the indicated executive officer that totaled less than $50,000.
The number of shares shown in column (g) in the table on page 31 includes shares underlying one or more reload options granted to the executive officers named above upon the
exercise of options granted before January 1, 2004 that contained a reload feature. Information on reload options is provided in footnote (2) to the table captioned Option/SAR Grants in Last Fiscal Year appearing below. Options
granted since January 1, 2004 no longer contain a reload feature.
Except as discussed in this footnote (5), the amounts shown for each of the executive officers named above are the total of the Companys contributions to the 401(k) Plan in
which all Company employees are generally eligible to participate, and contributions to the Companys Supplemental 401(k) Plan, a non-qualified supplemental executive retirement plan (Supplemental 401(k)). For the year ended
December 31, 2005, the Companys contribution to the 401(k) Plan for each executive officer was $12,600 (the maximum allowable contribution under the Plan). The Companys contributions to the Supplemental 401(k) are credited to the
participants accounts in the form of phantom shares of Company common stock. For the year ended December 31, 2005, the amount of the Companys contributions to the accounts of these individuals were as follows: Mr. Kovacevich,
$497,100; Mr. Stumpf, $165,900; Mr. Hoyt, $186,650; Mr. Oman, $171,150; Mr. Atkins, $153,650; and Ms. Tolstedt, $121,900.