Document
Exhibit 10(k)
Non‑Employee Director Compensation Program
(Effective April 1, 2026)
| Wells Fargo & Company | |||||
| Annual Board Cash Retainer | $ | 120,000.00 | |||
Annual Independent Chair / Lead Independent Director Retainer1 | $250,000 | ||||
| Annual Committee Chair Retainer | |||||
| Audit | $50,000 | ||||
| Finance | $25,000 | ||||
| Governance and Nominating | $35,000 | ||||
| Human Resources | $50,000 | ||||
| Risk | $50,000 | ||||
Annual Total Director Pay Limits2 | |||||
| Chair/Lead Independent Director | $1,500,000 | ||||
| Member | $750,000 | ||||
| Wells Fargo Bank, National Association | |||||
| Annual Board Member Retainer | $10,000 | ||||
Annual Board Chair Retainer3 | $15,000 | ||||
Stock Awards
•Award Value:
◦Each non-employee director elected at the Company’s annual meeting of shareholders shall automatically be granted, as of the date of such meeting, under the 2022 Long-Term Incentive Plan, an award of Company common stock having an award value of $280,000.
◦A non-employee director who joins the Board effective as of any other date shall automatically be granted, as of such other date, under the 2022 Long-Term Incentive Plan, an award of Company common stock having an award value based on the award value of the most recent annual grant applicable to such non-employee director prorated to reflect the number of months (rounded up to the next whole month) remaining until the next annual meeting of shareholders; provided, however, that if the New York Stock Exchange (NYSE) is not open on the day such director joins the Board, the award shall be granted as of the next following day on which the NYSE is open.
•Number of Shares Subject to Award: The number of shares of Company common stock subject to an award shall be determined by dividing the award value by the NYSE-only closing price of Company common stock on the date of grant (rounded up to the nearest whole share).
•Vesting: Stock awards shall vest in full immediately upon grant.
•Mandatory Deferral: Stock awards shall be deferred into common stock units and payable in stock in a lump sum or installments (subject to each non‑employee director’s election) upon termination of service. Dividends with respect to the deferred common stock units shall be reinvested and not distributed until the underlying stock awards are distributed.
_______________________
1 Paid 100% in equity (on a quarterly pro‑rata basis under the Company’s 2022 Long‑Term Incentive Plan, with same treatment as Stock Awards), in addition to the Annual Board Cash Retainer and in lieu of any other Committee Chair Retainer the Chair might otherwise receive.
2 Limits included in 2022 Long-Term Incentive Plan and approved by shareholders at 2022 annual meeting.
3 Paid in addition to the Annual Board Member Retainer for WFBNA.