2025 PROXY STATEMENT 7 •
Our Director Nominees
As our Board Experience and Demographics Matrix illustrates, our director nominees have a variety of skills and experiences that help the Company execute its strategy. Specifically, our director nominees hold and have held senior positions as leaders of various large, complex businesses and organizations and in government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers, senior regulators and members of senior management of large, global businesses. Through these roles, our nominees have developed expertise in core business strategy, operations, finance, human capital management and leadership development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business environments and foster innovation and business transformation. Additionally, our nominees’ experience serving in government and on other public, private and non-profit boards brings valuable knowledge and expertise, including in the areas of public policy, governance, succession planning, compensation, risk management, cybersecurity, financial reporting and regulatory compliance.
Detailed biographical information for each director nominee follows. We have included career highlights, other public directorships and select professional and community contributions along with the key qualifications, experience, skills and expertise that we believe each director brings to our Board. Our Board considered all of the aforementioned attributes and the results of our annual board evaluations when deciding to re-nominate the following directors.
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Michael J. Angelakis |
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Age: 60 Independent |
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Committees: Audit and Compliance Nominating, Governance and Public Responsibility |
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Skills: |
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Audit Oversight |
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Core Business Operations & Management |
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Financial Services & Investment Experience |
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Global Business |
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Government, Legal / Regulatory |
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Public Company Governance |
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Risk Management & Oversight |
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Technology & Cybersecurity |
Mr. Angelakis’ deep knowledge and understanding of business and financial matters make him an asset to our Board.
Mr. Angelakis has been Chairman and CEO of Atairos Group, an independent strategic investment fund, since 2015. He also serves as a Senior Advisor to the Executive Management Committee of Comcast Corporation (Comcast). Prior to founding Atairos Group and Atairos Management, he served as Comcast’s Vice Chairman and CFO from 2011 to 2015 and Executive Vice President and CFO from 2007 to 2011. During that time, Mr. Angelakis was responsible for many strategic, financial, administrative and other areas within Comcast. Earlier in his career, he held roles at Providence Equity Partners, State Cable TV Corporation, Aurora Telecommunications and Manufacturers Hanover Trust Company.
Mr. Angelakis currently serves as a director, chair of the finance committee, a member of the executive committee and a member of the audit committee of Exxon Mobil Corporation; a director and chair of the nominating and corporate governance committee of Lucky Strike Entertainment; a director, a member of the nominating and corporate governance committee and a member of the compensation and human capital management committee of TriNet Group, Inc.; and a director, a member of the nominating and governance committee and a member of the finance committee of Clarivate Plc. He also serves on the boards of Arcis Golf Corporation, The Orogen Group, Aston Villa F.C. and V Sports, all of which are private companies. Previously, he served as chairman of the Federal Reserve Bank of Philadelphia and on the boards of Duke Energy, Groupon, Inc., Hewlett Packard Enterprise Company, Learfield, ProQuest LLC and Spectra Holdings, as well as a trustee of Babson College. Mr. Angelakis received his Bachelor of Arts from Babson College and is a graduate of Harvard Business School’s Owner/President Management Program.
Mr. Angelakis has indicated that he will not be standing for re-election as a director of Clarivate Plc at that company’s 2025 Annual General Meeting of Shareholders, to be held on May 7, 2025.
2025 PROXY STATEMENT 17 •
Our Board Leadership Structure
Our Board is led by Mr. Brennan, our Lead Independent Director, and Mr. Squeri, our Chairman and CEO. We believe that strong independent leadership is essential for our Board to effectively perform its primary oversight functions and constructively challenge Management. We also believe it is critically important for our Board to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Company as they change over time and considerations such as continuity of leadership, sound succession planning and the additional factors described below.
The Board believes that a combined Chairman and CEO role allows the Company to effectively convey its business strategy and core values to shareholders, customers, colleagues, regulators and the public in a single, consistent voice. The Board also recognizes the necessity of having a strong Lead Independent Director with a clearly defined role and set of responsibilities (as detailed below) where there is a combined Chairman and CEO or where the Chairman is not independent. Their leadership is supplemented by engaged and expert committee chairs along with independent-minded, skilled and committed directors.
Our Board and Nominating, Governance and Public Responsibility Committee recently completed their annual review of the Board’s leadership structure, and the independent directors re-elected Mr. Brennan as Lead Independent Director, a position he has held since September 2021. The annual Board leadership review considered how Mr. Brennan’s past experience enables him to perform the duties set forth below as Lead Independent Director as well as the insightful, effective and sound leadership provided by Mr. Brennan. The annual Board leadership review also considers the tangible benefits to the Company of having a Chairman and CEO with an operational focus and extensive Company experience given the global and complex nature of our business. In addition, the review also considered how the Company’s robust corporate governance practices combined with the Board’s current leadership structure helps to ensure both clear, strategic alignment throughout the Company and independent oversight of Management. Taking all of this into account, our Board continues to believe that our current structure, led by Messrs. Brennan and Squeri, allows the Board to focus on key strategic, policy and operational issues, provides critical and effective leadership (both internally and externally) and creates an environment in which the Board can work effectively and appropriately challenge Management, all of which we believe will benefit the long-term interests of our shareholders.
Strong Lead Independent Director with Defined Role and Responsibilities
The Board recognizes that, where the positions of Chairman and CEO are combined, a strong Lead Independent Director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership. Our Lead Independent Director facilitates Board discussions on key issues and concerns outside of Board meetings, including risk oversight and management, financial performance and strategic initiatives. Additionally, our Lead Independent Director seeks to ensure that the independent directors effectively challenge Management, including with respect to overseeing risk, maintaining an effective internal controls framework and effectively implementing the Company’s strategy consistent with its risk appetite.
Mr. Brennan, the Board’s Lead Independent Director, has been a member of the Board since 2017. During his tenure as a Board member, Mr. Brennan has established strong and effective working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our business. Mr. Brennan chairs the Audit and Compliance Committee and is a member of the Compensation and Benefits Committee. He was the Chair of the Risk Committee until his election as Lead Independent Director in September 2021 and regularly attends Risk Committee and Nominating, Governance and Public Responsibility Committee meetings as an observer.
The position of Lead Independent Director at American Express comes with a clear mandate and significant authority and responsibilities that are detailed below and can be found in our Board-approved Corporate Governance Principles. Mr. Brennan fulfills these responsibilities in his role as Lead Independent Director.
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Preside at all meetings of the Board at which the Chairman is not present, including the executive sessions of the independent directors, and apprise the Chairman of the issues considered and decisions reached at those sessions. |
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Call additional meetings of the independent directors as needed. |
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Lead the Board in putting forth its expectations for “tone at the top.” |
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Meet regularly with the Chairman and serve as a liaison between the Chairman and the independent directors. |
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Facilitate effective and candid communication to optimize Board performance. |
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Coordinate with the Chair of the Nominating, Governance and Public Responsibility Committee (as needed) to recruit and interview qualified candidates for the Board. |
• 26 2025 PROXY STATEMENT
Our Corporate Governance Framework
We have adopted Corporate Governance Principles that, together with our Certificate of Incorporation, By-Laws, the charters of the four standing committees of the Board (Audit and Compliance, Compensation and Benefits, Nominating, Governance and Public Responsibility and Risk), our Code of Conduct (which constitutes our code of ethics for colleagues) and the Code of Business Conduct for Members of the Board of Directors, provide our governance framework. Key governance policies and processes also include our Whistleblower Policy, our comprehensive ERM program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the Board committee level, guide the Company’s operations.
Our Board, along with Management, regularly reviews our Corporate Governance Principles and practices to ensure that they are appropriate and reflect our high standards and Blue Box Values. In reviewing our Corporate Governance Principles and making recommendations, the Nominating, Governance and Public Responsibility Committee considers the views of shareholders expressed to us in engagement meetings, as well as publicly available discourse on governance.
The following documents may be found under “Governance & Corporate Responsibility” on our Investor Relations webpage at https://ir.americanexpress.com. You may also access our Investor Relations website at the bottom of our main website www.americanexpress.com. You may also obtain free copies of the following materials by writing to our Company’s Corporate Secretary and Chief Governance Officer:
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Certificate of Incorporation. |
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Corporate Governance Principles. |
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Charters for each of the four standing Board committees. |
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Code of Conduct (which constitutes our code of ethics for colleagues). |
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Code of Business Conduct for Members of the Board of Directors. |
Majority Voting Standard for Director Elections
In a non-contested election, directors are elected by a majority of “for” votes cast by shareholders. A non-contested election is an election where the number of nominees is the same as the number of directors to be elected. If a director receives a greater number of votes “against” than votes “for” his or her election, the director is required to immediately submit his or her resignation to the Board. The Board, excluding such individual, will decide whether or not to accept such resignation and will promptly disclose and explain its decision in a Current Report on Form 8-K filed with the SEC.
In a contested election, the director nominees who receive the plurality of votes cast are elected as directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An election is considered contested under our Certificate of Incorporation if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the 14th day prior to the date on which we file our definitive proxy statement with the SEC.
Our Policy on Director Outside Board Commitments
Our Board expects individual directors to allot sufficient time and attention to Company matters and to use their judgment and consider all of their commitments when accepting additional directorships with other corporations or charitable organizations. Our Board recognizes that our directors have the time and ability to maintain the focus and commitment expected at our Board and committee meetings as well as those of other public companies. Our Corporate Governance Principles provide that, as a general matter, a director should not serve on the boards of more than four public companies (including ours) or, if the director is an active chief executive officer or equivalent of another public company, on the boards of more than three public companies (including ours). Additionally, a director who serves on our Audit and Compliance Committee should not serve on more than two other public company audit committees. Our Board believes that our policy strikes the right balance by allowing for the depth and breadth of experience gained through membership on other boards and the time commitment needed for engaged board service.
Our Nominating, Governance and Public Responsibility Committee believes it is important for directors to balance the insights gained from their roles on other boards with the ability to prepare for, attend and participate effectively in our Board and committee meetings. As a result, the Nominating, Governance and Public Responsibility Committee evaluates director performance to ensure directors continue to have the time and commitment to fulfill their obligations to our Board. When vetting prospective directors, a key component of the Company’s due diligence process includes inquiry into whether an individual has sufficient capacity to devote to being an engaged and productive member of our Board. During the annual re-nomination process, the Nominating, Governance and
2025 PROXY STATEMENT 27 •
Public Responsibility Committee considers a number of factors when deciding whether to renominate a director, including meeting attendance, individual contributions at meetings, the role of a director on other boards (with consideration given to public company board leadership positions), the commitment levels and time demands of outside activities, peer review feedback from one-on-one meetings held by each of our Chairman and Lead Independent Director with directors throughout the year and the results of the annual Board evaluation. Specifically, our annual evaluation process overseen by the Nominating, Governance and Public Responsibility Committee addresses topics including director commitment levels, engagement, effectiveness and preparedness, and the results are discussed by each committee and our Board. Our Nominating, Governance and Public Responsibility Committee confirms that all of our directors standing for re-election comply with our outside board commitment policy at this time.
We are aware that some of our shareholders have their own outside board commitment policies that are more restrictive than our policy and, specifically, that Thomas J. Baltimore, Jr. exceeds some of our shareholders’ policies as a public company CEO sitting on three public company boards. As indicated above, when our Nominating, Governance and Public Responsibility Committee was initially considering whether to nominate Mr. Baltimore to our Board, extensive due diligence regarding his capacity to serve was conducted, including consideration of his other public company leadership roles and outside commitments. Mr. Baltimore has a long-standing track record of effective engagement and consistent attendance records and has continuously shown himself to be a prepared and active participant on our Board. Our Nominating, Governance and Public Responsibility Committee has reviewed and considered the factors and information described above when deciding to re-nominate Mr. Baltimore each year. Mr. Baltimore has also met with certain of our shareholders at their request to discuss his board commitments and his capacity to serve. Our Board believed at the time of his initial nomination, and continues to believe, that Mr. Baltimore allocates ample time and attention to Company matters, is a valued asset to our Board and has continued to demonstrate his ability to fulfill his Board responsibilities to the satisfaction of our Board.
Our Board seeks the right mix of directors with skills to accomplish our long-term goals and strategy and conducts extensive due diligence when evaluating prospective director nominees and during the annual renomination process. Our Board requests that shareholders consider the points above when applying their respective director commitment criteria and/or policies.
Director Attendance
Our Meeting Attendance Policy is set forth in our Corporate Governance Principles. During 2024, our Board met seven times and our committees met 24 times in the aggregate. All directors attended 75% or more of the meetings of the Board and Board committees on which they served in 2024.
All of our directors serving on our Board at the time of our 2024 Annual Meeting of Shareholders attended the meeting. Our Board strongly encourages all of its members to attend the Annual Meeting of Shareholders but understands there may be circumstances that prevent such attendance.
Executive Sessions
Executive sessions of independent directors, led by our Lead Independent Director, enable the Board to consider and discuss matters, such as strategy, risk oversight (including emerging risks and external threats), CEO and senior Management performance and compensation, succession planning and board effectiveness, without Management present. Any director may request additional executive sessions of independent directors. During 2024, our independent directors met in executive session at each regularly scheduled Board meeting.
Our Board’s Size
Our Corporate Governance Principles provide that while the Board need not adhere to a fixed number of directors, generally a Board of 12-14 directors offers a sufficiently large and varied group to address the important issues facing the Company and provides a wide range of perspectives, while being small enough to encourage personal involvement and discussion. We recognize that at times the number of directors on our Board may be higher than this range during periods of succession planning-related transitions and, when this occurs, expect the size of our Board to subsequently come back to within this range (12-14) as directors do not stand for re-election in accordance with our mandatory retirement age or to pursue other interests.
Proxy Access
A shareholder or group of no more than 20 shareholders that has owned at least 3% of our common shares for at least three years may nominate directors to our Board and include the nominees in our proxy materials to be voted on at our Annual Meeting of Shareholders. The maximum number of shareholder nominees that will be included in our proxy materials with respect to any such Annual Meeting of Shareholders is the greater of (i) two, or (ii) 20% of the number of directors in office as of the last day a proxy access nomination may be delivered. A shareholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Corporate Secretary and Chief Governance Officer under the terms of our bylaws.
• 34 2025 PROXY STATEMENT
Director Stock Ownership
Our Corporate Governance Principles provide that non-Management directors are required to obtain a personal holding of shares (directly or through SEUs) with a value of $1 million within five years of joining the Board. All non-Management directors have achieved or are on track to achieve this requirement during the required time period.
Director and Officer Liability Insurance
We have an insurance program in place to provide coverage for director and officer liability. The coverage provides that, subject to the policy terms and conditions, the insurers will: (i) reimburse us when we are legally permitted to indemnify our directors and officers; (ii) pay losses, including settlements, judgments and legal fees, on behalf of our directors and officers when we cannot indemnify them; and (iii) pay our losses resulting from certain securities claims. A portion of the insurance program is blended with certain other insurances covering the Company. The insurance program is effective from November 30, 2024 to November 30, 2025 and is provided by a consortium of insurers. ACE American Insurance Company and XL Specialty Insurance Company are the lead insurers with various other insurers providing excess coverage. We expect to obtain similar coverage upon expiration of the current insurance program. The annual premium for the insurance program is approximately $5.4 million.
Certain Relationships and Transactions
In the ordinary course of our business, we engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations. Some of our directors, director nominees, executive officers, greater than 5% shareholders and their immediate family members (each, a Related Person) may be directors, officers, partners, employees or shareholders of these entities. We carry out transactions with these entities on customary terms and, in many instances, these Related Persons may not have knowledge of them. To the Company’s knowledge, since January 1, 2024, no Related Person has had a material interest in any of our ongoing business transactions or relationships except as described in this section.
Our Related Person Transaction Policy
Our written Related Person Transaction Policy governs company transactions, arrangements and relationships involving more than $120,000 in which a Related Person has a direct or indirect material interest (Related Person Transactions). Under the policy, the Nominating, Governance and Public Responsibility Committee must provide prior review and oversight of, and approval or disapproval of, Related Person Transactions, other than certain pre-approved transactions (described below). The committee will only approve a transaction if, after reviewing the relevant facts and circumstances, it determines that the transaction is consistent with the best interests of the Company. In the event we become aware of a Related Person Transaction that was not approved under the policy, the committee will consider the options available, including ratification, revision or termination of the transaction. The policy does not supersede any other company policy or procedure that may apply to any Related Person Transaction, including our Corporate Governance Principles and codes of conduct.
The Company’s Corporate Secretary and Chief Governance Officer is responsible for assisting the Nominating, Governance and Public Responsibility Committee in carrying out its responsibilities, and Management is required to present to the committee the material facts of any transaction that it believes may require review. In cases when it is impracticable or undesirable to delay a decision on a proposed transaction until the next meeting of the Nominating, Governance and Public Responsibility Committee, the Chair may review and approve the transaction and then report any approval to the full committee at its next regularly scheduled meeting. If a matter before the Nominating, Governance and Public Responsibility Committee involves a member of the committee, the member must recuse themselves and may not participate in deliberations or vote on the matter.
Pre-Approved Categories of Related Person Transactions
The Nominating, Governance and Public Responsibility Committee has pre-approved certain categories of transactions as being consistent with the best interests of the Company. These categories, which may exceed the proscribed threshold for Related Person Transactions, include but are not limited to, director and executive officer compensation, use of Company products and services, transactions involving indebtedness to the Company, certain banking-related transactions, certain ordinary course transactions, charitable contributions and indemnification payments.
2025 PROXY STATEMENT 43 •
Compensation Discussion and Analysis
Our CD&A describes our executive compensation programs and compensation decisions for our NEOs, who for 2024 were:
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| Stephen J. Squeri Chairman and Chief Executive Officer |
Stephen Squeri has been Chairman and Chief Executive Officer of American Express since 2018. As Chairman and CEO, Mr. Squeri has demonstrated leadership qualities and management capabilities to drive the long-term success of the Company. Under his leadership, American Express has been strategically investing in its colleagues, customers, partnerships, brand, and Membership model to drive the long-term success of the Company. Mr. Squeri joined American Express in 1985, and during his 40-year tenure, has held various leadership positions across the organization, including Vice Chairman of American Express, Group President of Global Corporate Services, Group President of Global Services and Executive Vice President and Chief Information Officer.
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| Christophe Y. Le Caillec Chief Financial Officer |
Christophe Le Caillec has been the Chief Financial Officer of American Express since 2023. As a member of the Executive Committee, Mr. Le Caillec plays an important role in developing the strategic direction for American Express. His responsibilities include overseeing the Company’s financial operations worldwide and representing the Company across the financial community. Prior to being named CFO of American Express, Mr. Le Caillec was Deputy CFO. In this role, he partnered closely with the Executive Committee to drive the Company’s financial performance, and also led the Corporate Planning team, as well as Risk, Technology and the Global Services Group Finance functions. He joined American Express in 1997 and has held several global business roles of increasing leadership in Paris, Sydney, Singapore, London and, most recently, New York.
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| Douglas E. Buckminster Vice Chairman |
Doug Buckminster is Vice Chairman of American Express. As a member of the Executive Committee, Mr. Buckminster plays a central role in driving the overall strategic direction of the Company and accelerating growth opportunities globally. He also leads several areas of the business including Global Advertising and Brand Management and Corporate Development, and oversees the relationship with our joint venture in China. In 2024, he also led the Enterprise Innovation Partners, which was responsible for digital incubation and strategic partnerships. Mr. Buckminster previously served as Group President of Global Consumer Services responsible for consumer products and services, digital strategy and capabilities and risk and information management; President, Global Network & International Card Services responsible for growing the consumer and bank partnership businesses in more than 150 countries; and President, International Consumer and Small Business Services. Mr. Buckminster has also served as regional president for American Express International’s Latin America, Canada and Caribbean (LACC) region and general manager of the International Lending and Insurance Services organizations.
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| Anré D. Williams Former Group President, Enterprise Services and Former CEO American Express National Bank |
Anré Williams previously served as Group President, Enterprise Services and Chief Executive Officer of AENB. In February 2025, he assumed the role of Senior Executive Advisor where he continues to be a member of the Executive Committee.(1) During his time as Group President of Enterprise Services, Mr. Williams led the Company’s largest shared services organizations globally, including technology, digital capabilities, servicing for Card Members, merchants and consumer travel customers, real estate and procurement. As CEO of AENB, Mr. Williams oversaw American Express’ U.S. banking operation, which is responsible for approximately 60 percent of the Company’s total billings and revenues. Previously, he was Group President of Global Merchant & Network Services (GMNS), responsible for managing relationships with the millions of merchants around the world that accept American Express Cards, and the Company’s payments network, bank partnerships, international loyalty coalition programs and relationships with its largest strategic partners.
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| Laureen E. Seeger Chief Legal Officer |
Laureen Seeger is Chief Legal Officer of American Express Company, a position she assumed in July 2014. As a member of the Executive Committee, she oversees the Legal, Government Affairs, and Corporate Secretarial functions for American Express and its subsidiaries. She is also a member of the Enterprise Risk Management Committee. In 2024, she also had responsibility for Global Security. Prior to American Express, Ms. Seeger served as Executive Vice President, General Counsel and Chief Compliance Officer of McKesson Corporation. Preceding her appointment in March 2006, she was Vice President and General Counsel of McKesson Provider Technologies (MPT), McKesson’s health care information technology solutions business. Before joining McKesson, Ms. Seeger was Partner-In-Charge of the Technology Litigation Section at the law firm Morris, Manning & Martin, LLP.
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Mr. Williams ceased serving as an executive officer of the Company effective February 3, 2025. |
• 84 2025 PROXY STATEMENT
Shareholder Proposals
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Our Board recommends that you vote AGAINST each shareholder proposal (Items 4-5). |
Shareholders will vote on the following shareholder proposals (Items 4-5), if properly presented at the 2025 Annual Meeting and if not properly withdrawn or excluded. The shareholder proposals and supporting statements appear in the form in which we received them and may contain statements that are incorrect or inaccurate. We make every effort to meet and engage with shareholders and investors and have expanded our shareholder engagement efforts this past year. Each year, we engage directly with shareholder proponents, before or after their submissions, to discuss their respective proposals and better understand each request. We recognize the importance of these engagements and often use these opportunities to enhance our policies and practices.
Our Board and Management spend a significant amount of time deliberating each proposal, considering feedback, and evaluating whether each proposal would be in the best interest of the Company and our shareholders. Each proposal is discussed extensively with internal and external subject matter experts who have in-depth insight into the matters raised in the proposals and the Company’s practices. In assessing each proposal, our Board and Management consider various factors including the engagements with the proponents; feedback from shareholders; the costs and benefits of implementing the proposals’ request; alignment with market practices; and whether the proposal would be in the best interest of the Company and its shareholders.
After engaging with the shareholder proponents and careful consideration of each proposal, our Board recommends a vote AGAINST each of these shareholder proposals.
Item 4: Shareholder Proposal Relating to DEI Goals in Executive Pay Incentives
National Legal and Policy Center, 107 Park Washington Court, Falls Church, VA 22046, beneficial owner of 20 shares of our common stock, has advised that it intends to introduce the following proposal.
Proposal 4 — Revisit DEI Goals in Executive Pay Incentives
Resolved: Since the June 2023 U.S. Supreme Court decision in Students for Fair Admissions v. Harvard College,(1) hundreds of higher education institutions have shuttered their diversity, equity and inclusion (DEI) programs and positions.(2)
Consequently, “there has been a sharp uptick in litigation challenging corporate DEI programs and initiatives, alleging that they require unlawful employment and contracting decisions to be made on the basis of race, in violation of Title VII of the Civil Rights Act of 1964…”(3)
Corporate compliance lawyers now advise clients that “DEI initiatives and programs that are not open to all applicants or those that apply an explicit race- or gender-based focus will likely face continued and heightened scrutiny.” Also: “We also expect to see ongoing scrutiny of perceived hiring quotas and set asides, particularly those that may appear to be incentivized by bonuses for management or company leadership.”(4)
Further, “companies, and their management teams and boards, should be prepared for increased employment-related litigation including litigation that seeks to hold executive officers and directors personally liable for purported breaches of their fiduciary duties in connection with the corporation’s DEI policies.”(5)
Many corporations dramatically reduced or eliminated their DEI programs,(6) and companies face retribution for their discrimination. For example, Starbucks was the subject of a $28.3 million judgment after a former worker claimed she was fired for being white.(7)
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https://www.supremecourt.gov/opinions/22pdf/20-1199_hgdj.pdf |
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https://www.chronicle.com/article/tracking-higher-eds-dismantling-of-dei |
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https://www.wilmerhale.com/insights/client-alerts/20240627-corporate-dei-landscape-one-year-after-sffa |
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https://www.skadden.com/insights/publications/2023/12/2024-insights/esg/the-supreme-courts-affirmative-action-opinion |
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https://corpgov.law.harvard.edu/2024/02/14/how-boards-should-be-thinking-about-the-supreme-courts-sffa- affirmative-action-decision/ |
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https://nypost.com/2024/09/03/us-news/how-robby-starbuck-is-prompting-brands-like-ford-to-ditch-dei/ |
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https://www.cnn.com/2023/08/17/business/starbucks-payment-racial-discrimination-white/index.html |
• 86 2025 PROXY STATEMENT
Board of Directors Statement in Opposition
Our Board, its Compensation and Benefits Committee and its Nominating, Governance and Public Responsibility Committee have considered this proposal and concluded that its adoption is not in the best interests of the Company or our shareholders. Our Board recommends a vote AGAINST this proposal because:
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The Company’s executive compensation program no longer uses diversity performance goals. |
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Our Compensation and Benefits Committee annually reviews the Company’s executive compensation practices in accordance with our governance framework. |
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Boards of directors have wide discretion to shape executive compensation programs. |
The Company’s Executive Compensation Program No Longer Uses Diversity as a Performance Goal.
The Company utilizes short-term and long-term incentives to motivate executive performance. The Company’s short-term incentive program, which is referred to as the Annual Incentive Award (AIA), is designed to recognize Company and individual performance over the applicable fiscal year. Company performance under the short-term incentive program is assessed through the Company Scorecard, which sets forth four broad performance categories: Shareholder, Customer, Colleague and Strategic. Under each category, the Compensation and Benefits Committee annually selects a balanced set of goals and metrics against which to evaluate performance each year. Awards under the Company’s long-term incentive program are tied to the future performance of the Company, including stock price and positive cumulative net income.
In response to our 2023 Say-on-Pay vote and to improve our compensation practices, in 2024 the Compensation and Benefits Committee approved certain changes to the Company Scorecard for the AIA. We increased the weighting of the Shareholder category, which relates to financial objectives of the Company Scorecard from 45% to 60% and decreased the Colleague category weighting from 15% to 10%. We also enhanced our AIA disclosure to include additional detail on goal-setting and performance determination, and we adjusted the performance goals assessed under the Colleague category to remove the Diversity Representation performance goal. The Compensation and Benefits Committee has maintained this approach for 2025 and has not reintroduced Diversity Representation or other diversity-related goals as performance metrics under the Company Scorecard.
As a result of the 2024 adjustments to the Company Scorecard, the Colleague category now weighs only Talent Retention and Culture, as measured by the Company’s Annual Colleague Experience Survey. For purposes of the AIA, the Culture metric is focused on promoting a strong Company culture through high levels of colleague engagement. Performance against this metric is assessed through the Company’s Annual Colleague Experience Survey, which is an opportunity for colleagues to share their feedback about the work environment and culture at the Company and helps us better understand colleague sentiment across several aspects of their experience including leadership, engagement, work life, risk and controls, career development, and well-being.
Given that the AIA Scorecard no longer includes diversity-related goals, the ultimate result sought by the proposal has already been achieved. As such, the request is no longer relevant and is therefore unnecessary.
Our Compensation and Benefits Committee Annually Reviews the Company’s Executive Compensation Practices in Accordance with Our Governance Framework.
Pursuant to the Company’s governance framework, our Compensation and Benefits Committee is responsible for overseeing the Company’s executive compensation program. Each year, the committee reviews executive compensation practices in light of a variety of factors, including legal and regulatory requirements, shareholder feedback and the Company’s strategic priorities. To the extent any opportunities for improvement are identified, the Compensation and Benefits Committee approves adjustments designed to address such considerations.
Given that the Compensation and Benefits Committee already engages in an annual review of the Company’s executive compensation practices, the additional evaluation requested by the proposal would not provide any added benefit for the Company or our shareholders.
For further information regarding our Compensation and Benefits Committee’s oversight of executive compensation, see the “Compensation Discussion and Analysis” section of this Proxy Statement.
Boards of Directors Have Wide Discretion to Shape Executive Compensation Programs.
Boards of directors of public companies have wide discretion to determine the structure of their executive compensation programs. Compensation can consist of both time-based elements, such as base salary, and performance-based elements, such as annual bonuses. With respect to performance-based compensation, boards of directors again have discretion to select the performance metrics used.
• 88 2025 PROXY STATEMENT
Item 5: Shareholder Proposal Relating to Civil Liberties in Advertising Services
Thomas Rivers, c/o Bowyer Research, Inc., P.O. Box 120, McKeesport, PA 15135, beneficial owner of 39 shares of our common stock, has advised that he intends for Bowyer Research, Inc. to introduce the following proposal on his behalf.
Proposal 5 — Respect Civil Liberties in Advertising Services
Whereas: American Express is a global brand with immense influence and ad-buying power. It should be advertising in ways that support its competitive interests and build its reputation for serving its diverse customers.
But recent reports have shown that it colluded with the world’s largest advertising buyers, agencies, industry associations, and social media platforms through the Global Alliance for Responsible Media(1) to demonetize platforms, podcasts, news outlets, and others for expressing disfavored political and religious viewpoints.
A product of the World Federation of Advertisers, GARM was formed in 2019 and quickly amassed tremendous market power. WFA members represent about 90% of global advertising, spending nearly a trillion dollars annually.(2)
GARM’s express mission was to “do more to address harmful and misleading media environments,” specifically “hate speech, bullying and disinformation,” all under the guise of “brand safety.”(3) GARM leader Rob Rakowitz explained that the “whole issue bubbling beneath the surface” of the advertising industry and digital platforms is the “extreme global interpretation of the US Constitution.”(4)
GARM graded platforms on how much they censored using the above terms as well as terms like “insensitive” or “irresponsible” treatment of “debated sensitive social issues.”(5) The 2024 Viewpoint Diversity Business Index.(6) found that 76% of the largest tech and finance companies have similarly vague and subjective terms. These terms encourage companies—and activists like GARM—to restrict service for arbitrary and discriminatory reasons and let them avoid accountability by hiding censorship behind vague and shifting standards.
For its part, GARM promoted hyper-partisan and censorial groups like the Global Disinformation Index and NewsGuard, which smear many mainstream outlets as “disinformation.”(7) GARM threatened Spotify because Joe Rogan promoted views it disagreed with on COVID-19. And it infamously boycotted X because Elon Musk loosened some of the platform’s censorship restrictions(8)
GARM disbanded shortly after public pressure and a lawsuit from X in 2024,(9) which ironically evinces how brand-damaging these practices are. But these censorious practices are still prevalent. Many of the “Big Six” advertising agencies that were all a part of GARM, for example, maintain similar policies.(10)
These policies and American Express’ actions create legal exposure under antitrust and antidiscrimination laws.
American Express needs to rebuild trust by providing transparency around these policies and practices. This will assure customers, shareholders, and others that it is protecting, not targeting, free speech and religious freedom.
Resolved: Shareholders request the Board of Directors of American Express conduct an evaluation and issue a report within the next year, at reasonable cost and excluding proprietary information and confidential information, evaluating how it oversees risks related to discrimination against ad buyers and sellers based on their political or religious status or views.
| (1) |
https://1792exchange.com/spotlight-reports/corporate-bias-ratings/?c_id=992 |
| (2) |
https://dw-wp-production.imgix.net/2024/07/2024-07-10-GARMs-Harm-How-the-Worlds-BiggestBrands-Seek-to-Control-Online-Speech.pdf |
| (3) |
https://wfanet.org/knowledge/item/2019/06/18/Global-Alliance-for-Responsible-Media-launches-toaddress-digital-safety |
| (4) |
https:// dw-wp-production.imgix.net/2024/07/2024-07-10-GARMs-Harm-How-the-Worlds-BiggestBrands-Seek-to-Control-OnIine-Speech.pdf |
| (5) |
https://wfanet.org/knowledge/item/2023/08/23/New-insights-on-platform-safety-trends-throughGARMs-latest-measurement-report |
| (6) |
https://viewpointdiversityscore.org/business-index |
| (7) |
https://dw-wp-production.imgix.net/2024/07/2024-07-10-GARMs-Harm-How-the-Worlds-BiggestBrands-Seek-to-Control-Online-Speech.pdf |
| (8) |
https://foundationforfreedomonline.com/censorship-industry-garm-members-receive-billlons-infederal-contracts/ |
| (9) |
https://www.nytimes.com/2024/08/08/technology/elon-musk-x-advertisers-boycott.html |
| (10) |
https://foundationforfreedomonline.com/censorship-industry-garm-members-receive-billions-infederal-contracts/ |
2025 PROXY STATEMENT 89 •
Board of Directors Statement in Opposition
Our Board, its Audit and Compliance Committee and its Nominating, Governance and Public Responsibility Committee have considered this proposal and concluded that its adoption is not in the best interests of the Company or our shareholders. Our Board recommends a vote AGAINST this proposal because:
| ¾ |
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The Company does not have a policy or practice to discriminate against advertising buyers and sellers based on their political or religious affiliation or views. |
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The Company does not tolerate discrimination, including on the basis of political or religious affiliation or views. |
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The Company supports fair competition. |
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Our Audit and Compliance Committee oversees the Company’s compliance with laws, regulations and Company policies. |
The Company Does Not Have a Policy or Practice to Discriminate Against Advertising Buyers and Sellers Based on Political or Religious Affiliation or Views.
The Company’s advertising practices are governed by our independently-developed Media Brand Safety Guidelines (the Guidelines). Accordingly, we partner with those who uphold our brand guidelines and do not tolerate bias, including with respect to religion or other group characteristics such as political view.
The Company Does Not Tolerate Discrimination, Including on the Basis of Political or Religious Affiliation or Views.
American Express does not make company decisions based on political affiliations or religious affiliations. This would be not only against the laws and regulations that we fully comply with, but also against our values and our commitment to operating with trust and integrity.
Additionally, the Company’s Code of Conduct reinforces our commitment to acting in a fair and equitable manner. The Code of Conduct emphasizes the importance of ethical and non-discriminatory business practices and decision-making. Our colleagues are encouraged to confidentially report any ethical concerns or unethical behaviors to the Amex Ethics Hotline, helping to maintain our commitment to operating in a non-discriminatory manner, including on the basis of political or religious affiliation or views.
The Company Supports Fair Competition.
Contrary to the assertions made by the proposal, American Express strongly supports vigorous and fair competition. The Company expressly acknowledges the importance of complying with laws designed to preserve and promote a competitive marketplace.
The Company’s Code of Conduct directs colleagues to comply with antitrust laws while engaging with competitors, customers and vendors. The Company’s Antitrust Compliance Policy provides more detailed guidance on complying with such legal and regulatory requirements. All colleagues have an obligation to comply with antitrust laws and report any suspected violations or questionable conduct.
Our Audit and Compliance Committee Oversees the Company’s Compliance with Laws, Regulations and Company Policies.
Our Audit and Compliance Committee oversees the Company’s compliance with laws, regulations and company policies, and it receives reports from Management regarding allegations of potential violations. Since the Audit and Compliance Committee provides effective oversight, issuing a report as requested by the proposal would not provide any benefit for the Company or our shareholders and is therefore unnecessary.
Board Recommendation
In summary, our Board believes that the implementation of this shareholder proposal is not in the best interests of the Company or our shareholders and is unnecessary, given that (i) the Company does not have a policy or practice to discriminate against advertising buyers and sellers based on their political or religious affiliation or views, (ii) the Company does not tolerate discrimination, including on the basis of viewpoint or religion, (iii) the Company supports fair competition and (iv) our Audit and Compliance Committee oversees the Company’s compliance with laws, regulations and Company policies. As a result, publishing a report on this topic would not provide any benefit for the Company, and therefore the adoption of this proposal would not be in the best interests of the Company or our shareholders. For the reasons described above, our Board recommends that you vote AGAINST this proposal.
2025 PROXY STATEMENT 93 •
Street Name Holders
If your shares are held in a bank, brokerage or other institutional account, you are a beneficial owner of these shares but not the record holder. This is known as holding shares in “street name.” If you wish to vote the shares you hold in “street name” at the meeting, you must obtain a valid legal proxy from your bank, broker or other intermediary.
Audio and Replay
The meeting will be accessible to the general public through the American Express Investor Relations website at http://ir.americanexpress.com. An audio replay will be available after the meeting at the same website address.
Vote Confirmation
You may confirm your vote was cast in accordance with your instructions. Beginning April 15, 2025, and for up to 60 days after the Annual Meeting, you may confirm your vote beginning 24 hours after your vote is received, whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log on to proxyvote.com using your control number (included on your notice, on your proxy card or in the instructions that accompanied your proxy materials) and receive confirmation on how your vote was cast. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker, and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.
Solicitation of Proxies; Expenses
We are providing this Proxy Statement to you in connection with the solicitation of proxies by our Board for the 2025 Annual Meeting of Shareholders, including any adjournment or postponement of the meeting.
We will pay the expenses of soliciting proxies on behalf of the Board. Our directors, officers or employees may solicit proxies for us in person or by mail, telephone, facsimile or electronic transmission. We have hired Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, to help us distribute and solicit proxies. We will pay them $22,000 plus expenses for these services. Proxies may be solicited by mail, telephone, facsimile, telegraph, the Internet, e-mail, newspapers and other publications of general distribution and in person.
Notice of Business to Come Before the Meeting
Our Board and the Company’s Management have not received notice of, and are not aware of, any business to come before the Annual Meeting other than the agenda items referred to in this Proxy Statement. If any other matter comes before the meeting, the named proxies will use their best judgment in voting the proxies.
Additional Voting Information
Voting at the Annual Meeting
Shares represented by valid proxies or voting instruction forms that are received on time will be voted as specified. If you sign and return your proxy card or voting instruction form but do not indicate specific choices, your shares will be voted as our Board recommends. The way you vote your shares prior to the meeting will not limit your right to change your vote at the virtual Annual Meeting. Shareholders who wish to vote at the virtual Annual Meeting may do so by visiting www.virtualshareholdermeeting.com/AXP2025, entering their 16-digit control number and following the on-screen instructions.
If the Annual Meeting is adjourned or postponed, your proxy will still be effective and you will be able to change or revoke your proxy until the rescheduled Annual Meeting.
Record Date
You may vote all common shares that you owned as of the close of business on March 3, 2025, the record date for the meeting. On the record date, we had 701,109,524 common shares outstanding and entitled to vote. Each common share is entitled to one vote on each matter properly brought before the meeting.
Ownership of Shares
You may own common shares in one or more of the following ways:
| ¾ |
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Directly in your name as the shareholder of record, including shares purchased through the Computershare Investment Plan, our transfer agent’s stock purchase plan, or restricted stock awards issued to employees under our long-term incentive plans. |
Pay vs Performance Disclosure
|
12 Months Ended |
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Dec. 31, 2024
USD ($)
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
The information contained in this section shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. Pay versus Performance Table The following table sets forth compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return, net income and ROE performance results for our fiscal years ending in 2024, 2023, 2022, 2021 and 2020 in accordance with Item 402(v) of Regulation S-K.
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Value of Initial Fixed $100
Investment Based On: |
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Summary Compensation Table Total for PEO |
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Compensation Actually Paid to PEO |
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Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Compensation Actually Paid to Non-PEO NEOs |
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Peer Group Total Shareholder Return |
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2024 |
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$ |
37,164,405 |
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$ |
122,450,046 |
|
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$ |
12,652,839 |
|
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$ |
30,099,412 |
|
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$ |
255 |
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$ |
173 |
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$ |
10,129 |
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35 |
% |
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2023 |
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$ |
35,676,905 |
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$ |
62,343,130 |
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$ |
11,989,458 |
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$ |
18,255,375 |
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$ |
159 |
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$ |
133 |
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$ |
8,374 |
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32 |
% |
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2022 |
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$ |
48,029,631 |
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$ |
42,946,184 |
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$ |
16,164,592 |
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$ |
14,676,078 |
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$ |
124 |
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$ |
118 |
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$ |
7,514 |
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32 |
% |
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2021 |
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$ |
25,513,922 |
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$ |
49,856,563 |
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$ |
13,006,174 |
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$ |
21,986,724 |
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$ |
135 |
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$ |
132 |
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$ |
8,060 |
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34 |
% |
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2020 |
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$ |
24,221,319 |
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$ |
20,125,419 |
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$ |
10,917,918 |
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$ |
9,893,026 |
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$ |
98 |
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$ |
97 |
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$ |
3,135 |
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14 |
% |
(1) |
The PEO reflected in columns (b) and (c) represents Mr. Squeri for all five years shown. The non-PEO Named Executive Officers (NEOs) reflected in columns (d) and (e) represent the following individuals for 2024: Messrs. Le Caillec, Buckminster, Williams and Ms. Seeger; for 2023, represent: Messrs. Le Caillec, Buckminster, Campbell, Williams and Ms. Seeger; for 2022, represent: Messrs. Campbell, Williams, Buckminster and Radhakrishnan; and for 2021 and 2020: Messrs Campbell, Buckminster, Williams and Ms. Seeger. |
(2) |
Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT). | PEO SCT Total to CAP Reconciliation:
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Summary Compensation Table (SCT) Total |
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Deduction for change in the actuarial present values reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the SCT |
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$ |
(63,027 |
) |
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|
Deduction for amounts reported under “Stock Awards” in the SCT |
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|
$ |
(19,762,638 |
) |
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Deduction for amounts reported under “Option Awards” in the SCT |
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$ |
(4,449,938 |
) |
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Increase for service cost and prior service cost for pension plans (i) |
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— |
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Increase/deduction for change in fair value from prior year-end to vesting date of awards that vested during the year (ii)(iii) |
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$ |
2,705,736 |
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Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior year that were outstanding and unvested as of year-end (ii) |
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$ |
67,830,925 |
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Increase for fair value of awards granted during year that remain unvested as of year-end (ii) |
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$ |
38,269,898 |
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Increase based on accrued dividends during year prior to vesting dates of awards (ii) |
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$ |
754,685 |
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Compensation Actually Paid (SCT minus deductions plus total adjustments) |
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| Average Non-PEO NEO SCT Total to CAP Reconciliation
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Summary Compensation Table (SCT) Total |
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Deduction for change in the actuarial present values reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the SCT |
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$ |
(29,807 |
) |
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Deduction for amounts reported under “Stock Awards” in the SCT |
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$ |
(4,840,700 |
) |
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Deduction for amounts reported under “Option Awards” in the SCT |
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$ |
(1,089,960 |
) |
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Increase for service cost and prior service cost for pension plans (i) |
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— |
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Increase/deduction for change in fair value from prior year-end to vesting date of awards that vested during the year (ii) (iii) |
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$ |
839,580 |
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Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior year that were outstanding and unvested as of year-end (ii) |
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$ |
13,002,507 |
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Increase for fair value of awards granted during year that remain unvested as of year-end (ii) |
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$ |
9,373,873 |
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Increase based on accrued dividends during year prior to vesting dates of awards (ii) |
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$ |
191,080 |
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Compensation Actually Paid (SCT minus deductions plus total adjustments) |
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(i) |
Benefit accruals were discontinued in the defined benefit (DB) pension plans in 2007; therefore, their service cost subsequent to this date is zero. The DB pension plans have not been amended during 2024 to change the value of the benefits provided under the plans; therefore, there is no prior service cost in this period. |
| |
(ii) |
Fair value is determined in a manner consistent with that disclosed in our consolidated financial statements. Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: |
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For RSU awards (excluding performance based RSUs), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price. |
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For PRSUs awarded from 2019 onwards (which include a relative TSR performance condition in addition to a relative ROE performance condition as outlined on page 51), the fair value was estimated using a Monte Carlo simulation model multiplied by an estimate of the probable payout percentage as of the applicable year-end dates, or, in the case of vesting awards, the actual vesting price and outcome. |
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For stock options, a Black Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected term set using an elapsed term approach. This approach estimates expected term by subtracting the amount of time that has elapsed (between the grant and subsequent valuation dates) from the initial grant-date expected term estimate divided by the percentage change between the option’s strike price and the stock price at the valuation date. Volatility (based on historical and implied volatilities), risk-free rates and dividend yield are determined as of the revaluation date based on the expected term. |
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For PSO awards (which include a relative Total TSR performance condition as outlined on page 51), the fair value was estimated using a Black Scholes value as described for stock options above as the PSO awards hit the hurdle price on February 12, 2024 and as a result a Monte Carlo simulation was no longer an applicable valuation method. |
| |
(iii) |
Vested awards have met the requisite service period as well as achieved the performance and market conditions, if applicable. |
(3) |
Reflects cumulative Total Shareholder Return (TSR). It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends. |
(4) |
Peer TSR reflects the TSR of the S&P Financials Index, the industry index peer group reported in the Company’s Stock Performance Graph in the 2024 Annual Report on Form 10-K. |
(5) |
ROE is calculated for the relevant periods by dividing the (i) net income for the period by (ii) average shareholders’ equity for the period. |
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| Company Selected Measure Name |
Return on Equity
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| Named Executive Officers, Footnote |
(1) |
The PEO reflected in columns (b) and (c) represents Mr. Squeri for all five years shown. The non-PEO Named Executive Officers (NEOs) reflected in columns (d) and (e) represent the following individuals for 2024: Messrs. Le Caillec, Buckminster, Williams and Ms. Seeger; for 2023, represent: Messrs. Le Caillec, Buckminster, Campbell, Williams and Ms. Seeger; for 2022, represent: Messrs. Campbell, Williams, Buckminster and Radhakrishnan; and for 2021 and 2020: Messrs Campbell, Buckminster, Williams and Ms. Seeger. |
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| Peer Group Issuers, Footnote |
(3) |
Reflects cumulative Total Shareholder Return (TSR). It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends. |
(4) |
Peer TSR reflects the TSR of the S&P Financials Index, the industry index peer group reported in the Company’s Stock Performance Graph in the 2024 Annual Report on Form 10-K. |
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| PEO Total Compensation Amount |
$ 37,164,405
|
$ 35,676,905
|
$ 48,029,631
|
$ 25,513,922
|
$ 24,221,319
|
| PEO Actually Paid Compensation Amount |
$ 122,450,046
|
62,343,130
|
42,946,184
|
49,856,563
|
20,125,419
|
| Adjustment To PEO Compensation, Footnote |
(2) |
Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT). | PEO SCT Total to CAP Reconciliation:
|
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|
|
|
|
|
| |
|
|
|
|
Summary Compensation Table (SCT) Total |
|
|
|
|
|
|
|
Deduction for change in the actuarial present values reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the SCT |
|
|
$ |
(63,027 |
) |
|
|
Deduction for amounts reported under “Stock Awards” in the SCT |
|
|
$ |
(19,762,638 |
) |
|
|
Deduction for amounts reported under “Option Awards” in the SCT |
|
|
$ |
(4,449,938 |
) |
|
|
|
|
|
|
|
|
|
|
Increase for service cost and prior service cost for pension plans (i) |
|
|
|
— |
|
|
|
Increase/deduction for change in fair value from prior year-end to vesting date of awards that vested during the year (ii)(iii) |
|
|
$ |
2,705,736 |
|
|
|
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior year that were outstanding and unvested as of year-end (ii) |
|
|
$ |
67,830,925 |
|
|
|
Increase for fair value of awards granted during year that remain unvested as of year-end (ii) |
|
|
$ |
38,269,898 |
|
|
|
Increase based on accrued dividends during year prior to vesting dates of awards (ii) |
|
|
$ |
754,685 |
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid (SCT minus deductions plus total adjustments) |
|
|
|
|
|
| |
(i) |
Benefit accruals were discontinued in the defined benefit (DB) pension plans in 2007; therefore, their service cost subsequent to this date is zero. The DB pension plans have not been amended during 2024 to change the value of the benefits provided under the plans; therefore, there is no prior service cost in this period. |
| |
(ii) |
Fair value is determined in a manner consistent with that disclosed in our consolidated financial statements. Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: |
| |
|
|
For RSU awards (excluding performance based RSUs), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price. |
| |
|
|
For PRSUs awarded from 2019 onwards (which include a relative TSR performance condition in addition to a relative ROE performance condition as outlined on page 51), the fair value was estimated using a Monte Carlo simulation model multiplied by an estimate of the probable payout percentage as of the applicable year-end dates, or, in the case of vesting awards, the actual vesting price and outcome. |
| |
|
|
For stock options, a Black Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected term set using an elapsed term approach. This approach estimates expected term by subtracting the amount of time that has elapsed (between the grant and subsequent valuation dates) from the initial grant-date expected term estimate divided by the percentage change between the option’s strike price and the stock price at the valuation date. Volatility (based on historical and implied volatilities), risk-free rates and dividend yield are determined as of the revaluation date based on the expected term. |
| |
|
|
For PSO awards (which include a relative Total TSR performance condition as outlined on page 51), the fair value was estimated using a Black Scholes value as described for stock options above as the PSO awards hit the hurdle price on February 12, 2024 and as a result a Monte Carlo simulation was no longer an applicable valuation method. |
| |
(iii) |
Vested awards have met the requisite service period as well as achieved the performance and market conditions, if applicable. |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 12,652,839
|
11,989,458
|
16,164,592
|
13,006,174
|
10,917,918
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 30,099,412
|
18,255,375
|
14,676,078
|
21,986,724
|
9,893,026
|
| Adjustment to Non-PEO NEO Compensation Footnote |
(2) |
Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT). | Average Non-PEO NEO SCT Total to CAP Reconciliation
|
|
|
|
|
|
|
|
| |
|
|
|
|
Summary Compensation Table (SCT) Total |
|
|
|
|
|
|
|
Deduction for change in the actuarial present values reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the SCT |
|
|
$ |
(29,807 |
) |
|
|
Deduction for amounts reported under “Stock Awards” in the SCT |
|
|
$ |
(4,840,700 |
) |
|
|
Deduction for amounts reported under “Option Awards” in the SCT |
|
|
$ |
(1,089,960 |
) |
|
|
|
|
|
|
|
|
|
|
Increase for service cost and prior service cost for pension plans (i) |
|
|
|
— |
|
|
|
Increase/deduction for change in fair value from prior year-end to vesting date of awards that vested during the year (ii) (iii) |
|
|
$ |
839,580 |
|
|
|
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior year that were outstanding and unvested as of year-end (ii) |
|
|
$ |
13,002,507 |
|
|
|
Increase for fair value of awards granted during year that remain unvested as of year-end (ii) |
|
|
$ |
9,373,873 |
|
|
|
Increase based on accrued dividends during year prior to vesting dates of awards (ii) |
|
|
$ |
191,080 |
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid (SCT minus deductions plus total adjustments) |
|
|
|
|
|
| |
(i) |
Benefit accruals were discontinued in the defined benefit (DB) pension plans in 2007; therefore, their service cost subsequent to this date is zero. The DB pension plans have not been amended during 2024 to change the value of the benefits provided under the plans; therefore, there is no prior service cost in this period. |
| |
(ii) |
Fair value is determined in a manner consistent with that disclosed in our consolidated financial statements. Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: |
| |
|
|
For RSU awards (excluding performance based RSUs), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price. |
| |
|
|
For PRSUs awarded from 2019 onwards (which include a relative TSR performance condition in addition to a relative ROE performance condition as outlined on page 51), the fair value was estimated using a Monte Carlo simulation model multiplied by an estimate of the probable payout percentage as of the applicable year-end dates, or, in the case of vesting awards, the actual vesting price and outcome. |
| |
|
|
For stock options, a Black Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected term set using an elapsed term approach. This approach estimates expected term by subtracting the amount of time that has elapsed (between the grant and subsequent valuation dates) from the initial grant-date expected term estimate divided by the percentage change between the option’s strike price and the stock price at the valuation date. Volatility (based on historical and implied volatilities), risk-free rates and dividend yield are determined as of the revaluation date based on the expected term. |
| |
|
|
For PSO awards (which include a relative Total TSR performance condition as outlined on page 51), the fair value was estimated using a Black Scholes value as described for stock options above as the PSO awards hit the hurdle price on February 12, 2024 and as a result a Monte Carlo simulation was no longer an applicable valuation method. |
| |
(iii) |
Vested awards have met the requisite service period as well as achieved the performance and market conditions, if applicable. |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
COMPENSATION ACTUALLY PAID VERSUS TSR AND NET INCOME Approximately 70% of CEO (PEO) total compensation and on average 50% of total compensation for non-PEO NEOs is composed of long-term incentive awards that are tied to the future performance of the Company, including stock price and positive cumulative net income. As a result, the changes in CAP year-over-year are in line with TSR and net income.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
COMPENSATION ACTUALLY PAID VERSUS ROE ROE is a key financial metric in both the Company’s AIA and LTIA programs because it aligns the interests of the executives with shareholders. In addition, sustaining a strong ROE is a key driver of long-term value creation.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
TOTAL SHAREHOLDER RETURN: COMPANY VERSUS S&P FINANCIALS INDEX The Company’s five-year cumulative TSR is well above the companies included in the S&P Financials Index and the Company’s TSR has been above that of the S&P Financials Index in each year during that four-year period.
|
|
|
|
|
| Tabular List, Table |
Tabular List of Performance Metrics The items listed below represent three financial metrics used to determine executive compensation for 2024. Further detail on all metrics included in our Company Scorecard are described in our Compensation Discussion and Analysis (CD&A) starting on page 49.
|
|
|
|
Return on Equity |
|
Earnings Per Share |
|
Revenue Growth |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 255
|
159
|
124
|
135
|
98
|
| Peer Group Total Shareholder Return Amount |
173
|
133
|
118
|
132
|
97
|
| Net Income (Loss) |
$ 10,129,000,000
|
$ 8,374,000,000
|
$ 7,514,000,000
|
$ 8,060,000,000
|
$ 3,135,000,000
|
| Company Selected Measure Amount |
0.35
|
0.32
|
0.32
|
0.34
|
0.14
|
| PEO Name |
Mr. Squeri
|
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Return on Equity
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Earnings Per Share
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Revenue Growth
|
|
|
|
|
| PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (63,027)
|
|
|
|
|
| PEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
109,561,244
|
|
|
|
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
38,269,898
|
|
|
|
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
67,830,925
|
|
|
|
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
2,705,736
|
|
|
|
|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
754,685
|
|
|
|
|
| PEO | Total Deductions [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(24,275,603)
|
|
|
|
|
| PEO | Deduction for amounts reported under "Stock Awards" [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(19,762,638)
|
|
|
|
|
| PEO | Deduction for amounts reported under "Option Awards" [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(4,449,938)
|
|
|
|
|
| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(29,807)
|
|
|
|
|
| Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
23,407,040
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
9,373,873
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
13,002,507
|
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
839,580
|
|
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
191,080
|
|
|
|
|
| Non-PEO NEO | Total Deductions [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(5,960,467)
|
|
|
|
|
| Non-PEO NEO | Deduction for amounts reported under "Stock Awards" [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(4,840,700)
|
|
|
|
|
| Non-PEO NEO | Deduction for amounts reported under "Option Awards" [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (1,089,960)
|
|
|
|
|
