|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards
|
|
|
Stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
|
Number of
securities
underlying
unexercised
options (#)
unexercisable
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
|
|
Number of
stock
units that
have not
vested
(#)
|
|
|
Market value
of stock
units that
have not
vested
($)
1
|
|
|
Equity incentive
plan awards:
number of
unearned stock
units that have
not vested
(#)
|
|
|
Equity incentive
plan awards:
market or
payout value
of unearned
stock units
that have not
vested
($)
1
|
|
Andrew Cecere
|
|
|
25,562
|
|
|
76,689
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,222
|
|
|
70,223
|
(3)
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,533
|
|
|
25,511
|
(4)
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,366
|
|
|
|
|
|
40.32
|
|
|
2/20/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,948
|
|
|
|
|
|
33.99
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,187
|
|
|
|
|
|
28.63
|
|
|
2/15/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165,564
|
|
|
|
|
|
28.70
|
|
|
2/16/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,504
|
(5)
|
|
2,399,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,134
|
(6)
|
|
5,398,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,574
|
(7)
|
|
3,179,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,186
|
(8)
|
|
2,659,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,062
|
(9)
|
|
1,008,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
13,207
|
|
|
39,622
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,165
|
|
|
1,166
|
(3)
|
|
41.88
|
|
|
7/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,727
|
|
|
18,728
|
(3)
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,898
|
|
|
6,633
|
(4)
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,583
|
|
|
|
|
|
40.32
|
|
|
2/20/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,918
|
|
|
|
|
|
33.99
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,504
|
(5)
|
|
1,074,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,884
|
(6)
|
|
2,416,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,947
|
(7)
|
|
1,642,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
950
|
(8)
|
|
43,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,517
|
(8)
|
|
709,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,736
|
(9)
|
|
262,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
9,799
|
|
|
29,400
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,401
|
|
|
21,401
|
(3)
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,960
|
|
|
7,654
|
(4)
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,000
|
|
|
|
|
|
40.32
|
|
|
2/20/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,183
|
|
|
|
|
|
33.99
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,634
|
(5)
|
|
760,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,425
|
(6)
|
|
1,710,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,669
|
(7)
|
|
1,218,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,733
|
(8)
|
|
810,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,618
|
(9)
|
|
302,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards
|
|
|
Stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
|
Number of
securities
underlying
unexercised
options (#)
unexercisable
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
|
|
Number of
stock
units that
have not
vested
(#)
|
|
|
Market value
of stock
units that
have not
vested
($)
1
|
|
|
Equity incentive
plan awards:
number of
unearned stock
units that have
not vested
(#)
|
|
|
Equity incentive
plan awards:
market or
payout value
of unearned
stock units
that have not
vested
($)
1
|
|
Shailesh Kotwal
|
|
|
6,816
|
|
|
20,451
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,727
|
|
|
18,728
|
(3)
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,670
|
|
|
7,557
|
(10)
|
|
42.94
|
|
|
4/16/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,464
|
(5)
|
|
661,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,544
|
(6)
|
|
1,487,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,554
|
(7)
|
|
847,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,517
|
(8)
|
|
709,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,375
|
(9)
|
|
291,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
6,816
|
|
|
20,451
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,464
|
(5)
|
|
661,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,544
|
(6)
|
|
1,487,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,554
|
(7)
|
|
847,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,571
|
(11)
|
|
620,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W. (Bill) Parker
|
|
|
10,651
|
|
|
31,956
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,426
|
(3)
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,205
|
(4)
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,080
|
(5)
|
|
826,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,680
|
(6)
|
|
1,859,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,989
|
(7)
|
|
1,324,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,384
|
(8)
|
|
1,114,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,824
|
(9)
|
|
403,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The amounts in this column are calculated
using a per share value of $45.70, the closing market price of a share of our common stock on December 31, 2018.
-
2.
-
These non-qualified stock
options vest at the rate of 25% per year; 25% vested on February 16, 2018, with remaining vesting to occur on February 16, 2019, 2020 and
2021.
-
3.
-
These non-qualified stock
options vest at the rate of 25% per year; 25% vested on each of February 18, 2017 and 2018, with remaining vesting to occur on February 18, 2019 and
2020.
-
4.
-
These non-qualified stock
options vest at the rate of 25% per year; 25% vested on each of February 19, 2016, 2017 and 2018, with remaining vesting to occur on February 19,
2019.
-
5.
-
These RSUs vest at the rate
of 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, with vesting dates of Febrauary 14, 2019, 2020, and
2021.
-
6.
-
The number of PRSUs listed
is the maximum number that could be earned during the three-year performance period of January 1, 2018, to December 31, 2020. The number of PRSUs earned will be between 0 and 150% of
target based on the company's absolute and relative ROE performance during that period, as set in the applicable award agreements. Our ROE result for 2018 was above the target level for the three-year
period, and our relative ROE performance was also above target, but our absolute and relative ROE performance could change during the remaining two years of the performance period. Any earned PRSUs
will vest on February 14, 2021, the third anniversary of the grant date.
-
7.
-
These PRSUs, the number of
which was determined based on our actual 2017 performance compared to the targets set in the applicable award agreements, vest at the rate of 25% per year; 25% vested on February 16, 2018, with
remaining vesting to occur on February 16, 2019, 2020, and 2021.
-
8.
-
These PRSUs, the number of
which was determined based on our actual 2016 performance compared to the targets set in the applicable award agreements, vest at the rate of 25% per year; 25% vested on each of February 18,
2017 and 2018, with remaining vesting to occur on February 18, 2019 and 2020.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
58
|
Table of Contents
Executive compensation
|
|
-
9.
-
These PRSUs, the number of which was
determined based on our actual 2015 performance compared to the targets set in the applicable award agreements, vest at the rate of 25% per year; 25% vested on each of February 19, 2016, 2017
and 2018, with remaining vesting to occur on February 19, 2019.
-
10.
-
These non-qualified stock
options, granted to Mr. Kotwal as part of his compensation package at hire, vest at the rate of 25% per year; 25% vested on each of February 19, 2016, 2017 and 2018, with remaining
vesting to occur on February 19, 2019.
-
11.
-
These RSUs, granted to
Ms. Kedia as part of her compensation package at hire, vest at the rate of 25% per year; 25% vested on each of December 12, 2017 and 2018, with remaining vesting to occur on
December 12, 2019 and 2020.
Option exercises and stock vested
|
The
following table summarizes information with respect to stock option awards exercised and RSUs and PRSUs vested during fiscal 2018 for each of the NEOs.
Option exercises and stock vested during fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards
|
|
|
Stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of shares
acquired on exercise
(#)
|
|
|
Value realized
on exercise
($)
1
|
|
|
Number of shares
acquired on vesting
(#)
|
|
|
Value realized
on vesting
($)
2
|
|
Andrew Cecere
|
|
|
183,374
|
|
|
5,061,122
|
|
|
95,056
|
|
|
5,274,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
|
|
|
|
|
|
31,847
|
|
|
1,764,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
13,508
|
|
|
299,445
|
|
|
30,806
|
|
|
1,708,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shailesh M. Kotwal
|
|
|
|
|
|
|
|
|
20,316
|
|
|
1,126,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
|
|
|
|
|
|
12,969
|
|
|
680,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W. (Bill) Parker
|
|
|
98,485
|
|
|
1,441,386
|
|
|
39,204
|
|
|
2,175,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Value realized on exercise
Value determined by subtracting the exercise price per share from the market value per share of our common stock at the time of exercise and multiplying the
difference by the number of shares acquired on exercise.
-
2.
-
Value realized on vesting
Value determined by multiplying the number of vested shares by the market value on the vesting date (determined for these purposes as the closing market price of
a share of our common stock on the date prior to the vesting date, or on the most recent prior business day in the event the date prior to the vesting date is not a business day).
Defined benefit pension plans
The U.S. Bank Pension Plan was created through the merger of the former U.S. Bancorp's career average pay defined benefit plan, known as the "U.S. Bancorp
Cash Balance Pension Plan," and the former Firstar Corporation's non-contributory defined benefit plan, which was primarily a final average pay plan. Under the U.S. Bank Pension Plan, benefits are
calculated using a final average pay formula, based upon the employee's years of service and average salary during the five consecutive years of service in which compensation was the highest during
the ten years prior to retirement, with a normal retirement age of 65.
Effective
January 1, 2010, our company established a new cash balance formula for certain current and all future eligible employees. Participants will receive annual pay credits based on
eligible pay multiplied by a percentage determined by
their age and years of service. Participants will also receive an annual interest credit. Participants in the pension plan that elected to receive pension benefits using the cash balance formula had
their existing benefits in the pension plan frozen and will earn future benefits under the cash balance formula.
|
|
|
|
|
|
59
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
Substantially all employees are eligible to receive benefits under the U.S. Bank Pension Plan. Participation requires one year of service with U.S. Bancorp or
its affiliates, and vesting of benefits requires five years of service for benefits under the final average pay formula and three years of service for benefits under the post-2009 cash balance
formula. Mr. Dolan is the only NEO (of those eligible at the time) who elected to remain covered by the final pay formula; all other NEOs are covered by the cash balance formula.
Although
no new benefits are accrued under the former U.S. Bancorp Cash Balance Pension Plan formula and Firstar Corporation's plan formula for service after 2001, benefits previously earned under
those plans have been preserved and will be part of a retiree's total retirement benefit. In order to preserve the relative value of benefits that use the final average pay formula, subsequent changes
in compensation (but not in service) may increase the amount of those benefits.
Federal
laws limit the amount of compensation we may consider when determining benefits payable under qualified defined benefit pension plans. We also maintain a non-contributory, non-qualified
retirement plan that pays the excess pension benefits that would have been payable under our current and prior qualified defined benefit pension plans if the federal limits were not in effect.
Messrs. Cecere,
Dolan, Parker and von Gillern earned benefits under the former U.S. Bancorp Cash Balance Pension Plan that will be included in their ultimate retirement benefits.
Supplemental retirement benefits
All of the NEOs except for Mr. Kotwal and Ms. Kedia are eligible for a supplemental benefit that augments benefits earned under the U.S. Bank
Pension Plan and the non-qualified excess benefits discussed above. The supplemental benefit ensures that eligible executives receive a total retirement benefit equal to a fixed percentage of the
executive's final average cash compensation. In the case of Messrs. Dolan, Parker and von Gillern, their supplemental benefits were frozen in 2001. For purposes of this supplemental benefit,
final average cash compensation includes annual base salary, annual cash bonuses and other cash compensation awards as determined by the Compensation and Human Resources Committee. Eligibility for
these supplemental benefits has been determined by the Committee based on individual performance and level of responsibility.
Vesting
of the supplemental benefit is generally subject to certain conditions, including that an executive officer provide a certain number of years of service determined by the Compensation and
Human Resources Committee. Mr. Cecere is eligible for an amount of total retirement benefits at age 65 equal to 55% of the average cash compensation during his final three years of service,
reduced by his estimated retirement benefits from Social Security. Mr. Cecere is fully vested in a portion of his supplemental benefit, with his vested portion increasing on a pro rata basis up
to age 60. Mr. Dolan has a frozen monthly annuity of $522 in which he is fully vested, payable as early as his termination date. Mr. von Gillern also has a frozen monthly annuity benefit
of $138 in which he is fully vested, payable as early as his termination date.
Per
his election, Mr. Cecere's supplemental benefit will be paid in the form of a lump sum. For the supplemental benefits for Messrs. Dolan, Parker and von Gillern, the standard form is
either a lump sum or a joint and survivor annuity, depending on the present value of the lump sum at retirement.
The
present value of the supplemental benefit for Messrs. Dolan and von Gillern is currently less than $400,000, so in accordance with plan rules, their supplemental benefit will default to
payment in a lump sum. Each of Messrs. Dolan and von Gillern has the option to make an election to receive his supplemental benefit as an annuity if the election is made 12 months prior
to the applicable officer's termination date, the officer is over age 55, and the present value exceeds $50,000. The amount of the lump sum distribution equals the actuarial equivalent of the annuity
form of payment and is calculated using substantially similar actuarial assumptions as for our pension plan obligations discussed in Note 16 to our consolidated financial statements included in
our 2018 Annual Report on Form 10-K. The means of calculating the various annuity benefits are described in the pension plan.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
60
|
Table of Contents
Executive compensation
|
|
Pension benefits for fiscal 2018
The following table summarizes information with respect to each plan that provides for payments or other benefits at, following, or in connection with the
retirement of any of the NEOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan name
|
|
|
Number of
years
credited
service
(#)
|
|
|
Present
value of
accumulated
benefits
($)
1, 2
|
|
|
Payments
during last
fiscal year
($)
|
|
Andrew Cecere
|
|
U.S. Bancorp Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
33
|
|
|
7,822,674
|
|
|
|
|
|
|
Excess benefit
|
|
|
33
|
|
|
4,159,026
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
33
|
|
|
636,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
12,617,896
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
U.S. Bancorp Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
3
|
|
|
62,111
|
|
|
|
|
|
|
Excess benefit
|
|
|
20
|
|
|
2,540,579
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
20
|
|
|
625,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
3,228,268
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
U.S. Bancorp Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
1
|
|
|
13,400
|
|
|
|
|
|
|
Excess benefit
|
|
|
18
|
|
|
755,137
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
18
|
|
|
305,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
1,073,780
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shailesh M. Kotwal
|
|
U.S. Bancorp Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess benefit
|
|
|
4
|
|
|
145,851
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
4
|
|
|
44,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
190,771
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
U.S. Bancorp Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess benefits
|
|
|
2
|
|
|
46,652
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
2
|
|
|
16,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
63,461
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W. (Bill) Parker
|
|
U.S. Bancorp Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Benefits
|
|
|
18
|
|
|
|
|
|
263,237
|
|
|
|
Excess Benefit
|
|
|
35
|
|
|
2,355,837
|
|
|
10,552
|
|
|
|
U.S. Bank Pension Plan
|
|
|
35
|
|
|
789,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
3,145,104
|
(4)
|
|
273,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The measurement date and material
actuarial assumptions applied in quantifying the present value of the current accrued benefits are discussed in Note 16 to our consolidated financial statements included in our 2018 Annual
Report on Form 10-K. These assumptions include the use of a 4.36% discount rate for the supplemental and excess plans and a 4.46% discount rate for the qualified pension plan. The mortality
assumptions used are based on the RP 2014 mortality table projected generationally using a customized RPEC_2014 scale. The average pay used for the benefit calculations was historical pay through the
measurement date (December 31, 2018).
The amounts in this column were calculated based on the earliest age at which the applicable officer is entitled to
receive unreduced retirement benefits and ignore any vesting requirements. The earliest age of unreduced retirement benefits is 65 for all our NEOs.
-
2.
-
In the event of the death of one of the
officers in this table, a pre-established percentage of the officer's pension benefits will be paid to the officer's beneficiary. The actual percentage paid to the beneficiary is dependent on the form
of payment of benefits elected by the officer. The default percentage is 50% to the officer's spouse. An additional lump sum death
|
|
|
|
|
|
61
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
benefit
may be payable based on certain actuarial calculations. The present value of the payments to an officer's beneficiary would not exceed the total present value of accumulated benefits shown in
this column.
-
3.
-
Mr. Cecere is 100% vested and
eligible to begin receiving his U.S. Bank Pension Plan benefit and the pre-2005 portion of his excess and supplemental benefits upon retirement at any age. The remainder of his excess and supplemental
benefits are payable upon the later of age 62 or retirement. If any of the vested benefits are paid before Mr. Cecere reaches age 65, the benefits are reduced by certain early retirement
benefit formulas specified in the applicable plan for each year prior to Mr. Cecere's reaching age 65. These early retirement benefit formulas reduce the annual pension benefit amount payable
to Mr. Cecere due to the longer benefit payment period related to the earlier commencement of benefits.
-
4.
-
Messrs. Dolan,
von Gillern, Kotwal, and Parker are currently 100% vested in their pension benefits.
-
5.
-
Ms. Kedia
is not currently vested in her pension benefits.
Nonqualified deferred compensation
|
Under
the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (the "Executive Deferred Compensation Plan"), members of our senior management, including all of
our executive officers, may choose to defer all or a part of their annual base salary and annual cash incentive payments. The minimum amount that can be deferred in any calendar year is $1,000. Cash
compensation that is deferred is deemed to be invested in one of several investment funds, including a U.S. Bancorp common stock fund, as selected by the participant.
Shown
below are the rates of return for each of the investment options (also known as measurement funds) available under the Executive Deferred Compensation Plan for the period from January 1,
2018, through December 31, 2018:
|
|
|
Fund Name
|
|
2018 Returns
|
Stable Value Fund
|
|
2.13%
|
|
|
|
Bond Index Fund
|
|
0.05%
|
|
|
|
US Large Cap Equity Index Fund
|
|
4.47%
|
|
|
|
US Small-Mid Equity Index Fund
|
|
9.39%
|
|
|
|
International Equity Index Fund
|
|
14.50%
|
|
|
|
Deferred Savings U.S. Bancorp Stock Fund
|
|
12.40%
|
|
|
|
Amounts
deferred under the Executive Deferred Compensation Plan are credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of the
hypothetical investment options selected by the plan participant. Plan participants are allowed to change their investment elections at any time, but the changes are only effective at the beginning of
the following calendar quarter. The measurement funds are merely measuring tools to determine the amount by which account balances will be debited or credited to reflect deemed investment returns on
deferred compensation.
Although
the plan administrator has established procedures permitting a plan participant to reallocate deferred amounts among these investment alternatives after the initial election to defer, the
election to defer is irrevocable, and the deferred compensation will not be paid to the plan participant until his or her retirement or earlier termination of employment. At that time, the participant
will receive, depending upon the payment choice and investment alternatives selected by him or her, payment of the amounts credited to his or her account under the plan in a lump-sum cash payment or
in annual installments over 5, 10, 15 or 20 years. Payments are made ratably in cash from each of the investment alternatives in which the participant has a balance, except the U.S. Bancorp
stock fund, which is generally paid in shares. If a participant dies before the entire deferred amount has been distributed, the undistributed portion will be paid to the participant's beneficiary.
The benefits under the plan otherwise are not transferable by the participant.
Prior
to the establishment of the Executive Deferred Compensation Plan, members of our senior management could defer annual salary and annual cash incentive compensation into a prior U.S. Bancorp
deferred compensation plan. Mr. Parker has deferred amounts under our prior plan.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
62
|
Table of Contents
Executive compensation
|
|
The
following table summarizes information with respect to the participation of the NEOs in any defined contribution or other plan that provides for the deferral of compensation on a basis that is not
tax-qualified.
Nonqualified deferred compensation for fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Executive
contributions
in last FY
($)
1
|
|
|
Registrant
contributions
in last FY
($)
|
|
|
Aggregate
earnings
in last FY
($)
2
|
|
|
Aggregate
withdrawals/
distributions
($)
|
|
|
Aggregate
balance
at last FYE
($)
|
|
Andrew Cecere
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shailesh M. Kotwal
|
|
|
105,325
|
|
|
|
|
|
(8,539
|
)
|
|
|
|
|
96,786
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W. (Bill) Parker
|
|
|
391,125
|
|
|
|
|
|
22,105
|
|
|
5,557
|
|
|
2,176,932
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The
amounts reported in this column are included in the compensation reported in the Summary Compensation Table.
-
2.
-
The amounts reported in this column
represent the change during the last fiscal year in the value of the underlying investment fund or U.S. Bancorp stock fund in which the NEO's deferred amounts were deemed to be invested and any
increases in the deferred amounts due to dividends payable upon those funds.
-
3.
-
Mr. Kotwal deferred cash
compensation in 2018 in the amount of $105,325, and this amount is included in his compensation reported in the Summary Compensation Table.
-
4.
-
Of this amount, $1,225,110 represents
Mr. Parker's deferrals of cash compensation in 2014, 2015, 2016, 2017, and 2018. These amounts were included in his compensation reported in the Summary Compensation Table in our proxy
statement for the applicable years.
Potential payments upon termination or change-in-control
|
General
Any NEO whose employment is voluntarily or involuntarily terminated is entitled to the payments or other benefits that the officer has accrued and is vested
in under the benefit plans discussed above in this proxy statement, including under the heading "Pension Benefits." Except as is specifically described below with respect to disability, death or
termination of employment following a change-in-control of U.S. Bancorp, no NEO is entitled to any other benefits upon any employment termination or change-in-control scenario.
Payments made upon disability
Cash payments:
Under the terms of the U.S. Bancorp Non-Qualified Retirement Plan, Mr. Cecere is eligible for an annual disability benefit that is equal to
60% of his current annual cash compensation. The definition of disability is similar to that used for the broad-based disability program described below. The definition of annual cash compensation is
the same definition as is used to calculate supplemental pension benefits under this plan, without using a five-year average. His agreement under the non-qualified retirement plan provides that
Mr. Cecere is eligible to receive disability payments through the earlier of the cessation of his disability or reaching his normal retirement age.
Messrs. Dolan,
von Gillern and Kotwal and Ms. Kedia are eligible for an annual disability benefit of $150,000 (equal to 50% of their annual cash compensation, up to $300,000 of
compensation) under the terms of the U.S. Bank Long-Term Disability Insurance Plan insured by Hartford Life and Accident Insurance Company, our broad-based disability program. Optional additional
disability insurance is available for purchase by those NEOs. The definition of disability is generally that a participant is unable to perform material duties of his or her own occupation for
24 months following the
|
|
|
|
|
|
63
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
six-month
elimination period, or any occupation after 24 months, and suffers a loss of at least 20% in predisability earnings. The definition of annual cash compensation is actual cash
compensation for a one-year period ending September 30. The disability benefit for any of the officers would be reduced by any benefits payable under the U.S. Bank Pension Plan, Social Security
or worker's compensation. The duration of disability payments under this broad-based program is dependent upon the age of the participant when the disability occurs. Because each of
Messrs. Dolan, von Gillern and Kotwal and Ms. Kedia is under age 63, payments would continue through the earlier of the cessation of their disability or reaching their normal retirement
age, assuming all other plan conditions are met.
Mr. Parker
retired in October 2018 and is no longer eligible for disability payments.
Effect on equity awards:
If the employment of any of our officers who have received equity compensation awards is terminated due to disability, the terms of our
stock option, PRSU, and 2018 RSU agreements provide that the vesting and other terms of those awards will continue as if the termination of employment did not occur. With the exception of
Ms. Kedia, no financial information for the event of disability is set forth below in the Potential Payments Upon Disability, Death, or Termination After a Change-in-Control table for the
equity awards held by our NEOs, as there is no immediate financial impact upon the occurrence of any of these events. Ms. Kedia holds unvested RSUs she was granted when initially hired, and the
agreement governing that award provides for the acceleration of any unvested RSUs in the event of long-term disability.
Payments made upon death
Cash payments:
NEOs are eligible to receive life insurance benefits under the same plans available to our other employees. Their benefit is equal to their annual
cash compensation up to $300,000. In addition, optional term life insurance is available for purchase. As this benefit is generally available to all salaried employees and does not discriminate in
scope, terms, or operation in favor of the officers, the value has not been quantified in the Potential Payments Upon Disability, Death, or Termination After a Change-in-Control table.
Effect on equity awards:
Many of our equity award agreements provide for the acceleration of any unvested award upon the death of the NEO. For PRSUs granted prior
to 2018 and RSUs granted in 2018, outstanding units will vest upon death. For PRSUs granted in 2018, the vesting and other terms of the award will continue as if the death did not occur. All of our
stock option agreements provide for the acceleration of vesting upon death, and the stock option agreements generally provide that the administrator of the officer's estate has a three-year period
after death during which to exercise the options.
Payments upon termination after a change-in-control
Cash payments:
None of our NEOs is entitled to any cash payments in connection with a change-in-control of U.S. Bancorp.
Effect on equity awards:
Many of our equity award agreements provide for acceleration of the vesting of any unvested award if an NEO's employment is involuntarily
terminated within 12 months after a change-in-control of U.S. Bancorp other than for cause. For PRSUs granted prior to 2018 and RSUs, outstanding units will vest upon a qualifying termination.
For PRSUs granted in 2018, the vesting and other terms of the award will continue as if the termination did not occur. All of our stock option agreements provide for acceleration after a qualifying
termination, and accelerated stock options may be exercised at any time during the 12 months following the NEO's termination.
Quantification of estimated payments and benefits
The following table shows potential annual cash payments to the NEOs upon disability and the potential benefits the NEOs could accrue through accelerated
equity vesting upon death or involuntary termination of employment (other than for cause) following a change-in-control of U.S. Bancorp. The table also shows the potential benefit Ms. Kedia
could accrue through accelerated vesting of RSUs upon disability. No information regarding pension amounts payable to the NEOs is shown in the following table; applicable pension amounts payable to
these executive officers are discussed above under the heading "Pension Benefits."
The
amounts shown assume that termination was effective as of December 31, 2018, and are estimates of the amounts that would be paid to the NEOs upon termination in addition to the base salary
and cash incentive payments earned by them during 2018. The actual amounts to be paid can only be determined at the time of an NEO's termination.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
64
|
Table of Contents
Executive compensation
|
|
Mr. Parker's
employment with our company was terminated upon his retirement in October 2018. Accordingly, no estimated payments and benefits are reported for him.
Potential payments upon disability, death, or termination after a change-in-control
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Type of payment
|
|
|
Annual
disability
payments
($)
|
|
|
Payments
upon death
($)
|
|
|
Payments upon involuntary
termination (other
than for cause) after a
change-In-control
($)
|
|
Andrew Cecere
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
660,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
1,598,256
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
1
|
|
|
|
|
|
471,290
|
|
|
471,290
|
|
|
|
RSUs and PRSUs
2
|
|
|
|
|
|
9,246,298
|
|
|
9,246,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,258,256
|
|
|
9,717,588
|
|
|
9,717,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
1
|
|
|
|
|
|
129,909
|
|
|
129,909
|
|
|
|
RSUs and PRSUs
2
|
|
|
|
|
|
3,731,588
|
|
|
3,731,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
150,000
|
|
|
3,861,497
|
|
|
3,861,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
1
|
|
|
|
|
|
143,463
|
|
|
143,463
|
|
|
|
RSUs and PRSUs
2
|
|
|
|
|
|
3,091,788
|
|
|
3,091,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
150,000
|
|
|
3,235,251
|
|
|
3,235,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shailesh M. Kotwal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
1
|
|
|
|
|
|
137,158
|
|
|
137,158
|
|
|
|
RSUs and PRSUs
2
|
|
|
|
|
|
2,509,387
|
|
|
2,509,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
150,000
|
|
|
2,646,545
|
|
|
2,646,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
1
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs and PRSUs
2
|
|
|
620,195
|
(3)
|
|
2,129,117
|
|
|
2,129,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
770,195
|
|
|
2,129,117
|
|
|
2,129,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Value computed for each stock option
grant by multiplying (i) the difference between (a) $45.70, the closing market price of a share of our common stock on December 31, 2018, and (b) the exercise price per
share for that option grant by (ii) the number of shares subject to that option that vest.
|
|
|
|
|
|
65
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
-
2.
-
Value determined by multiplying the
number of units that vest by $45.70, the closing market price of a share of our common stock on December 31, 2018.
-
3.
-
Represents the one-time value realized
through accelerated vesting of RSUs granted to Ms. Kedia when she was hired. Not an annual amount.
Total compensation amounts and ratio for 2018
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the
relationship between the annual total compensation of our employees and the annual total compensation of our CEO.
-
▶
-
The median of the annual total compensation of all employees of our company other than the CEO was $58,354 in 2018.
-
▶
-
The annual total compensation for our CEO was $13,437,128 in 2018, as reported in the Summary Compensation Table.
-
▶
-
The resulting ratio of the annual total compensation of our median employee to the annual total compensation of our
CEO for 2018 is 1:230.
The
ratio stated above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and is not necessarily comparable to the ratios reported by other
companies.
Median employee identification and compensation calculation
As allowed by Item 402(u) of Regulation S-K, we are using the same median employee for our 2018 pay ratio disclosure as we used for our 2017 pay
ratio disclosure because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. The median
employee had been identified among persons employed by us on December 31, 2017, on the basis of earnings subject to Medicare tax as reported in Box 5, "Medicare wages and tips," on each
employee's 2017 Form W-2.
In
accordance with the "
de minimis
" exemption provided in Item 402(u) of Regulation S-K, we continued to exclude from consideration all of
our non-U.S. employees. As of December 31, 2018, we had 2,691 non-U.S. employees, representing approximately 3.6% of our total U.S. and non-U.S. workforce of 74,067 active employees on that
date. The excluded employees work in the following jurisdictions: Ireland (830), Poland (736), Mexico (368), United Kingdom (344), Canada (166), Spain (98), Germany (81), Norway (40), Belgium (27),
and Cayman Islands (1).
We
determined our median employee's total compensation in the same manner that we determined the total compensation of our NEOs as reported in the Summary Compensation Table.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
66
|
Table of Contents
Director compensation
|
|
Director compensation
Determining compensation for non-employee directors
The Compensation and Human Resources Committee retained its independent compensation consultant to provide advice regarding non-employee director compensation
in 2018. Before recommending a non-employee director compensation program to the independent members of the Board for approval, the Committee reviewed director compensation information for our
compensation peer group companies to check the alignment of our compensation package with market practice and current trends. The detailed peer data that was reviewed included information about
compensation paid per director, total board compensation cost, the absolute and relative amounts attributable to various compensation components, retainers paid to board and committee leaders, and
stock ownership requirements.
During
2018 we changed our payment cycle for directors from a fiscal year to the 12-month period beginning with our annual meeting in April and continuing until the following annual meeting. We made
this change to better align our compensation practices with the directors' term of service. Following the market-based analysis described above, no other change was made to the non-employee director
compensation program in 2018.
Cash compensation for Board and committee service in the April 2018 April 2019 term
Our non-employee directors received the following cash fees for serving on the Board and committees this term:
|
|
|
|
|
|
|
|
Retainer
|
|
Annual retainer for service on the Board
|
|
$
|
90,000
|
|
|
|
|
|
|
Additional annual retainer for Lead Director
|
|
$
|
50,000
|
|
|
|
|
|
|
Additional annual retainer for chairs of Capital Planning, Compensation and Human Resources, Governance, and Public Responsibility Committees
|
|
$
|
20,000
|
|
|
|
|
|
|
Additional annual retainer for chairs of Audit and Risk Management Committees
|
|
$
|
32,500
|
|
|
|
|
|
|
Additional annual retainer for other members of Audit and Risk Management Committees
|
|
$
|
7,500
|
|
|
|
|
|
|
Each
non-employee director who served on U.S. Bancorp's primary banking subsidiary's board of directors or on any ad hoc committee of the U.S. Bancorp Board of Directors received $1,500 per meeting
for that service. Each non-employee director was also paid $1,500 for each meeting he or she attended that was not a regularly scheduled Board or committee meeting.
Equity award for Board service in the April 2018 April 2019 term
Each non-employee director received an annual award of restricted stock units with a grant date fair value of approximately $150,000 under the U.S. Bancorp
2015 Stock Incentive Plan. This plan provides that no non-employee director may receive an equity award or awards with an aggregate grant date fair value in excess of $600,000 in any calendar year.
The restricted stock units were fully vested at the time of grant, but the underlying shares will not be delivered until the director ceases to serve on the Board. Each non-employee director may elect
to have all of his or her shares delivered promptly following cessation of service or to have the shares delivered through ten annual installments. Each non-employee director is entitled to receive
additional fully vested restricted stock units having a fair market value equal to the amount of dividends he or she would have received had restricted stock been awarded instead of restricted stock
units.
Director stock ownership requirements
The Compensation and Human Resources Committee has established stock ownership requirements for each non-employee director equal to five times the value of
the annual cash retainer. New directors must satisfy this minimum ownership level within five years after joining the Board. As of December 31, 2018, all the directors had sufficient holdings
to meet or exceed the stock ownership requirements, or had not yet served on our Board for five years.
Deferred compensation plan participation
Under the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (the "Director Deferred Compensation Plan"), our non-employee directors may
choose to defer all or a part of their cash fees. The minimum amount that can be deferred in any calendar year is $1,000. Cash fees that are deferred are deemed to be
invested in one of several investment funds, including a U.S. Bancorp common stock fund, as selected by the participant.
|
|
|
|
|
|
67
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Director compensation
|
These
investment alternatives are the same as those available under the Executive Deferred Compensation Plan. See "Executive Compensation Nonqualified Deferred Compensation" above
for the rates of return for 2018 for each of these investment options (also known as measurement funds). The terms of the Director Deferred Compensation Plan are substantially the same as the terms of
the Executive Deferred Compensation Plan described in that section.
Director compensation for fiscal 2018
The following table shows the compensation of the individuals who served as members of our Board of Directors during any part of fiscal year 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
1
|
|
|
Fees earned or
paid in cash
($)
2
|
|
|
Stock
awards
($)
3
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
Douglas M. Baker, Jr.
4
|
|
|
40,667
|
|
|
49,974
|
|
|
|
|
|
90,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warner L. Baxter
|
|
|
158,167
|
|
|
199,995
|
|
|
|
|
|
358,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorothy J. Bridges
|
|
|
65,000
|
|
|
99,985
|
|
|
|
|
|
164,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth L. Buse
|
|
|
97,500
|
|
|
150,023
|
|
|
|
|
|
247,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc N. Casper
|
|
|
120,000
|
(5)
|
|
199,995
|
|
|
3,000
|
(6)
|
|
322,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur D. Collins, Jr.
|
|
|
146,667
|
(5)
|
|
199,995
|
|
|
1,000
|
(6)
|
|
347,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard K. Davis
|
|
|
326,949
|
|
|
|
|
|
32,218
|
(7)
|
|
359,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly J. Harris
|
|
|
148,167
|
|
|
199,995
|
|
|
|
|
|
348,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland A. Hernandez
|
|
|
164,833
|
(5)
|
|
199,995
|
|
|
1,000
|
(6)
|
|
365,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doreen Woo Ho
|
|
|
152,500
|
|
|
199,995
|
|
|
|
|
|
352,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olivia F. Kirtley
|
|
|
164,833
|
(5)
|
|
199,995
|
|
|
|
|
|
364,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen S. Lynch
|
|
|
140,500
|
(5)
|
|
199,995
|
|
|
2,000
|
(6)
|
|
342,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. McKenney
|
|
|
137,500
|
(5)
|
|
199,995
|
|
|
1,500
|
(6)
|
|
338,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yusuf I. Mehdi
|
|
|
97,500
|
|
|
150,023
|
|
|
|
|
|
247,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B. O'Maley
|
|
|
188,167
|
|
|
199,995
|
|
|
3,000
|
(6)
|
|
391,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O'dell M. Owens, M.D., M.P.H.
|
|
|
142,500
|
|
|
199,995
|
|
|
|
|
|
342,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craig D. Schnuck
|
|
|
131,500
|
|
|
199,995
|
|
|
3,000
|
(6)
|
|
334,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Wine
|
|
|
153,000
|
(5)
|
|
199,995
|
|
|
|
|
|
352,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Andrew Cecere, our Chairman, President
and Chief Executive Officer, did not receive any compensation for his service as a director. The compensation he received as an NEO is shown above in the Summary Compensation Table.
-
2.
-
During 2018 we changed our payment cycle
for directors from a fiscal year to the 12-month period beginning with our annual meeting in April and continuing until the following annual meeting. Each non-employee director serving in January 2018
received a prorated cash payment for his or her service from January to April. Each non-employee director elected at the 2018 annual meeting to serve a term ending at the 2019 annual meeting received
a second payment in April to cover the full retainer for the April 2018 April 2019 director term.
-
-
Ms. Buse and
Mr. Mehdi joined the Board in June 2018, which allowed them to attend all Board meetings during the term, and each received a cash retainer for the full term. Ms. Bridges joined the
Board in October 2018, and she received a prorated cash retainer.
-
-
Mr. Davis is our
former Chief Executive Officer, and he served as Executive Chairman from the 2017 annual meeting until the 2018 annual meeting. The 2018 cash payment shown for him represents salary paid for his
service in this position from January to April.
-
3.
-
The amounts in this column are calculated
based on the fair market value of our common stock on the date the grant was made in accordance with FASB ASC Topic 718. Each non-employee director serving in January 2018 received a prorated grant of
890 restricted stock units on January 18, 2018 (grant date fair value: $49,974) for his or her service from January to April. Each non-employee director elected at the 2018 annual meeting to
serve a term ending at the 2019 annual meeting received a grant of 2,959 restricted stock units on April 19, 2018 (grant date fair value: $150,021).
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
68
|
Table of Contents
Director compensation
|
|
-
-
Ms. Buse and
Mr. Mehdi were each granted 2,921 restricted share units on July 19, 2018 (grant date fair value: $150,023). Ms. Bridges was granted a prorated award of 1,918 restricted stock
units on Ocotober 18, 2018 (grant date fair value: $99,985).
No non-employee director held any stock options as of December 31, 2018. The non-employee directors held
restricted stock units as of December 31, 2018, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Restricted
stock units
|
|
|
|
Name
|
|
|
Restricted
stock units
|
|
Mr. Baker
|
|
|
67,473
|
|
|
|
Ms. Kirtley
|
|
|
80,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Baxter
|
|
|
11,121
|
|
|
|
Ms. Lynch
|
|
|
11,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Bridges
|
|
|
1,918
|
|
|
|
Mr. McKenney
|
|
|
4,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Buse
|
|
|
2,942
|
|
|
|
Mr. Mehdi
|
|
|
2,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Casper
|
|
|
10,474
|
|
|
|
Mr. O'Maley
|
|
|
79,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Collins
|
|
|
75,579
|
|
|
|
Dr. Owens
|
|
|
71,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Harris
|
|
|
18,394
|
|
|
|
Mr. Schnuck
|
|
|
87,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Hernandez
|
|
|
28,061
|
|
|
|
Mr. Wine
|
|
|
16,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Woo Ho
|
|
|
28,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
-
Mr. Davis held the
following outstanding equity awards as of December 31, 2018, all of which had been granted to him in years prior to 2018 when he was serving as an executive officer: 1,128,673 vested stock
options, 271,017 unvested stock options, and 236,044 PRSUs. The number of outstanding PRSUs was determined based on company performance during the applicable performance periods, all of which have
been completed, and these PRSUs are now subject to time-based vesting.
-
4.
-
Mr. Baker
did not stand for re-election in 2018.
-
5.
-
Messrs. Casper, Collins,
Hernandez, McKenney and Wine and Mses. Kirtley and Lynch chose to defer their cash fees under the Director Deferred Compensation Plan.
-
6.
-
Represents matching contributions under
our charitable matching gifts program, which is available to all of our employees and directors.
-
7.
-
Includes home security system costs of
$15,824; a matching contribution into the 401(k) savings plan of $11,000; executive physical costs of $3,794; and parking reimbursement of $1,600.
|
|
|
|
|
|
69
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Audit committee report and payment of fees to auditor
|
Audit committee report and payment of fees to auditor
Audit committee report
The consolidated financial statements of U.S. Bancorp for the year ended December 31, 2018, were audited by Ernst & Young LLP,
independent auditor for U.S. Bancorp.
As
part of its activities, the Audit Committee has:
-
1.
-
Reviewed and discussed with management the audited financial statements of U.S. Bancorp;
-
2.
-
Discussed with the independent auditor the matters required to be discussed under
Auditing Standard No. 1301,
Communications with Audit Committees,
as adopted by the U.S. Public Company Accounting Oversight Board ("PCAOB"),
Statement of Auditing Standards
No. 99 (Consideration of Fraud in a Financial Statement Audit)
, and under the SEC, PCAOB and NYSE rules;
-
3.
-
Received the written disclosures and letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent
accountant's communications with the audit committee concerning independence; and
-
4.
-
Discussed with the independent auditor its independence.
Based
on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of U.S. Bancorp for
the year ended December 31, 2018, be included in U.S. Bancorp's Annual Report on Form 10-K filed with the SEC.
Audit Committee of the Board of Directors of U.S. Bancorp
|
|
|
|
|
Roland A. Hernandez,
Chair
|
|
Karen S. Lynch
|
|
|
Warner L. Baxter
|
|
Scott W. Wine
|
|
|
Elizabeth L. Buse
|
|
|
|
|
Fees to independent auditor
The following aggregate fees were billed to us for professional services by Ernst & Young LLP for fiscal years 2018 and 2017:
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
2018
|
|
|
2017
|
|
Audit fees
|
|
$
|
11.4
|
|
$
|
10.9
|
|
Audit-related fees
|
|
|
5.8
|
|
|
5.2
|
|
Tax fees
|
|
|
6.4
|
|
|
6.1
|
|
All other fees
|
|
|
0.4
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24.0
|
|
$
|
23.1
|
|
|
|
|
|
|
|
|
|
Audit fees:
Audit fees consist of fees billed to us by Ernst & Young LLP for the audit of our consolidated financial statements
included in our Annual Reports on Form 10-K, reviews of our financial statements included in each of our Quarterly Reports on Form 10-Q, and audits of financial statements of our
subsidiaries required by regulation, as well as procedures required by regulators, comfort letters, consents and assistance provided with our regulatory filings.
Audit-related fees:
Audit-related fees consist of fees billed to us by Ernst & Young LLP for audits of pension and other employee
benefit plan financial statements, audits of the financial statements of certain of our subsidiaries and affiliated entities, reviews of internal controls not related to the audit of our consolidated
financial statements, and internal control reports for various lines of business to support their customers' business requirements.
Tax fees:
Tax fees consist of fees billed to us by Ernst & Young LLP for tax compliance and review, tax planning and other tax
services. The aggregate fees billed for tax compliance and review services, including the preparation of and assistance with federal, state and local income tax returns, sales and use filings, and
foreign and other tax compliance, provided to us by Ernst & Young LLP was $4.4 million in 2018 and $4.1 million in 2017. In addition to fees being paid
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
70
|
Table of Contents
Audit committee report and payment of fees to auditor
|
|
for
tax compliance services, we paid $2.0 million for tax planning and other tax services provided to us by Ernst & Young LLP during each of 2018 and 2017.
All other fees:
Other fees billed to us by Ernst & Young LLP in 2018 and 2017 primarily related to advisory services for internal
control programs.
Administration of engagement of independent auditor
The Audit Committee is responsible for appointing, compensating, retaining and overseeing the work of our independent auditor, including approving the
services provided by the independent auditor and the associated fees. The Audit Committee has established a policy for pre-approving the services provided by our independent auditor in accordance with
the auditor independence rules of the SEC. This policy requires the review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our independent auditor
and an annual review of the financial plan for audit fees. To ensure that auditor independence is maintained, the Audit Committee annually pre-approves the audit services to be provided by our
independent auditor and the related estimated fees for such services, as well as the nature and extent of specific types of audit-related, tax and other non-audit services to be provided by the
independent auditor during the year.
As
the need arises, other specific permitted services are pre-approved on a case-by-case basis during the year. A request for pre-approval of services on a case-by-case basis must be submitted by our
Controller or Chief Risk Officer. These requests are required to include information on the nature of the particular service to be provided, estimated related fees and management's assessment of the
impact of the service on the auditor's independence. The Audit Committee has delegated to its chair pre-approval authority between meetings of the Audit Committee. Any pre-approvals made by the chair
must be reported to the Audit Committee. The Audit Committee will not delegate to management the pre-approval of services to be performed by our independent auditor.
All
of the services provided by our independent auditor in 2018 and 2017, including services related to the Audit-Related Fees, Tax Fees and All Other Fees described above, were approved by the Audit
Committee under its pre-approval policies after consideration of any impact of these services on the auditor's independence.
|
|
|
|
|
|
71
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Proposal 2 Ratification of selection of independent auditor
|
Proposal 2 Ratification of selection of independent
auditor
The Audit Committee has selected Ernst & Young LLP as our independent auditor for the 2019 fiscal year. Ernst &
Young LLP began serving as our independent auditor for the fiscal year ended December 31, 2003. Our
Audit Committee has carefully considered the selection of Ernst & Young LLP as our independent auditor, and has also considered whether there should be regular rotation of the
independent external audit firm.
The
Audit Committee annually reviews Ernst & Young LLP's independence and performance in connection with the committee's determination of whether to retain Ernst &
Young LLP or engage another firm as our independent auditor. In determining whether to reappoint Ernst & Young LLP as U.S. Bancorp's independent auditor, the Audit Committee took
into consideration a number of factors, including
-
▶
-
the qualifications of Ernst & Young LLP, the lead audit partner, and other key personnel;
-
▶
-
the length of time the firm has been engaged;
-
▶
-
the quality of the historical and recent performance on the U.S. Bancorp audit;
-
▶
-
Ernst & Young LLP's capability and expertise in handling the breadth and complexity of our operations;
-
▶
-
the appropriateness of Ernst & Young LLP's fees on an absolute basis and as compared to peer firms; and
-
▶
-
the advisability and potential impact of selecting a different independent audit firm.
In
accordance with SEC rules and company policies, lead and concurring audit partners are subject to a maximum of five years of service in that capacity. The process for selecting the audit firm's
lead engagement partner involves
meetings with the candidates for the role by management; review and discussion with the chair of the Audit Committee, who meets with selected candidates; and further discussion with the full
committee.
The
members of the Audit Committee believe the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of our company and its shareholders.
While we are not required to do so, we are submitting the selection of Ernst & Young LLP to serve as our independent auditor for the 2019 fiscal year for ratification in order to
ascertain the views of our shareholders on this appointment. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are
expected to be present at the annual meeting, will be available to answer shareholder questions, and will have the opportunity to make a statement if they desire to do so.
|
|
|
|
|
FOR
|
The Board of Directors recommends that you vote "FOR" ratification of the selection of Ernst & Young LLP as the independent auditor of U.S.
Bancorp for the 2019 fiscal year.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
72
|
Table of Contents
Proposal 3 Advisory vote on executive compensation
|
|
Proposal 3 Advisory vote on executive compensation
Executive compensation is an important matter to us. We are asking our shareholders to provide advisory approval of the compensation of our
executive officers named in the Summary Compensation Table, as we have described it in the "Compensation Discussion and Analysis" and "Executive Compensation" sections of this proxy statement. We have
been conducting annual advisory votes on executive compensation since 2009 and expect to conduct the next advisory vote at our 2020 annual meeting of shareholders.
We
have designed our executive compensation program to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. Our company is presenting
this proposal, which gives you as a shareholder the opportunity to endorse or not endorse our executive pay program by voting "FOR" or "AGAINST" the following resolution:
"RESOLVED,
that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and
the related disclosure contained in this proxy statement."
As
discussed in the "Compensation Discussion and Analysis" section earlier in this proxy statement, the Compensation and Human Resources Committee of the Board of Directors believes that the
compensation of our NEOs in 2018 was reasonable and appropriate, reflected the performance of our company, and aligned our executives' interests with those of our shareholders to support long-term
value creation.
This
vote, which is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not intended to address any specific item of compensation, but
rather our overall compensation policies and procedures relating to our NEOs described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing
compensation or award arrangement of any of our NEOs.
Because
your vote is advisory, it will not be binding upon the Board of Directors. However, the Board values our shareholders' opinions, and the Compensation and Human Resources Committee will take
into account the outcome of the vote when considering future executive compensation arrangements.
|
|
|
|
|
FOR
|
The Board of Directors recommends that you vote "FOR" approval of the compensation of our named executive officers, as disclosed in this proxy
statement.
|
|
|
|
|
|
73
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Security ownership of certain beneficial owners and management
|
Security ownership of certain beneficial owners and management
The following tables show how many shares of our common stock were beneficially owned as of February 5, 2019, by each current director
and director nominee, each of the NEOs, all of our directors and executive officers as a group, and each person who is known by us to beneficially own more than 5% of our voting securities.
Unless
otherwise noted, the shareholders listed in the tables have sole voting and investment power with respect to the shares of common stock owned by them. None of the shares beneficially owned by
our directors or executive officers is subject to any pledge, in accordance with our company policy prohibiting them from pledging or hedging our common stock.
Directors and executive officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of beneficial owner
|
|
|
Outstanding
shares of
common
stock
1
|
|
|
Options exercisable
within 60 days of
February 5, 2019
|
|
|
Restricted
stock
units
2
|
|
|
Deferred
compensation
3
|
|
|
Total
|
|
|
Percent of
common stock
|
|
Warner L. Baxter
|
|
|
|
|
|
|
|
|
11,207
|
|
|
|
|
|
11,207
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorothy J. Bridges
|
|
|
|
|
|
|
|
|
1,933
|
|
|
|
|
|
1,933
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth J. Buse
|
|
|
|
|
|
|
|
|
2,965
|
|
|
|
|
|
2,965
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc N. Casper
|
|
|
|
|
|
|
|
|
10,555
|
|
|
|
|
|
10,555
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Cecere
|
|
|
518,578
|
|
|
786,567
|
|
|
91,671
|
|
|
|
|
|
1,396,816
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur D. Collins, Jr.
|
|
|
|
|
|
|
|
|
76,162
|
|
|
31,678
|
|
|
107,840
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
39,143
|
|
|
134,285
|
|
|
33,705
|
|
|
|
|
|
207,133
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly J. Harris
|
|
|
|
|
|
|
|
|
18,536
|
|
|
|
|
|
18,536
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland A. Hernandez
|
|
|
|
|
|
|
|
|
28,278
|
|
|
4,103
|
|
|
32,381
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doreen Woo Ho
|
|
|
|
|
|
|
|
|
28,275
|
|
|
2,357
|
|
|
30,632
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
12,416
|
|
|
13,633
|
|
|
10,957
|
|
|
|
|
|
37,006
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olivia F. Kirtley
|
|
|
10,649
|
|
|
|
|
|
81,198
|
|
|
29,069
|
|
|
120,916
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shailesh M. Kotwal
|
|
|
24,687
|
|
|
71,951
|
|
|
25,090
|
|
|
|
|
|
121,728
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen S. Lynch
|
|
|
|
|
|
|
|
|
11,207
|
|
|
2,759
|
|
|
13,966
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. McKenney
|
|
|
|
|
|
|
|
|
4,657
|
|
|
3,157
|
|
|
7,814
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yusuf I. Mehdi
|
|
|
|
|
|
|
|
|
2,965
|
|
|
|
|
|
2,965
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B. O'Maley
|
|
|
201,887
|
|
|
|
|
|
80,092
|
|
|
12,672
|
|
|
294,651
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O'dell M. Owens, M.D., M.P.H.
|
|
|
|
|
|
|
|
|
71,938
|
|
|
75,290
|
|
|
147,228
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P.W. (Bill) Parker
|
|
|
161,622
|
|
|
46,221
|
|
|
36,642
|
|
|
|
|
|
244,485
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craig D. Schnuck
|
|
|
|
|
|
|
|
|
88,048
|
|
|
|
|
|
88,048
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
52,100
|
|
|
138,497
|
|
|
29,861
|
|
|
|
|
|
220,458
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Wine
|
|
|
400
|
|
|
|
|
|
16,314
|
|
|
11,945
|
|
|
28,659
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (31 persons)
|
|
|
1,209,615
|
|
|
1,530,459
|
|
|
892,159
|
|
|
173,030
|
|
|
3,805,263
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
*
-
Indicates
less than 1%.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
74
|
Table of Contents
Security ownership of certain beneficial owners and management
|
|
-
1.
-
Common stock
-
2.
-
Restricted stock units
Restricted stock units (including performance-based restricted stock units held by our executive officers) are distributable in an equivalent number of shares of
our common stock upon settlement. Restricted stock units granted to our officers are settled
as they vest, and restricted stock units granted to our directors are immediately vested but do not settle until the director ceases to serve on the Board. The number of restricted stock units that
are currently vested, or that vest within 60 days of February 5, 2019, is included in this column.
-
3.
-
Deferred compensation
Certain of our directors and executive officers have deferred cash compensation under our deferred compensation plans. Some of these deferred amounts will be
paid out in shares of our common stock upon the director's or officer's retirement or other termination of employment or service with U.S. Bancorp. The directors and officers have no voting or
investment power as to these shares. The number of shares to which the directors and officers would have been entitled had their employment or service with U.S. Bancorp been terminated as of
February 5, 2019, is included in this column.
Principal shareholders
|
|
|
|
|
|
|
|
Name of beneficial owner
|
|
|
Shares of
common stock
|
|
|
Percent of
common stock
|
|
BlackRock, Inc.
1
|
|
|
102,706,440
|
|
|
6.40
|
%
|
|
|
|
|
|
|
|
|
Warren E. Buffett
Berkshire Hathaway Inc.
|
|
|
147,821,504
|
|
|
9.22
|
%
|
National Indemnity Company
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group
3
|
|
|
114,234,510
|
|
|
7.12
|
%
|
|
|
|
|
|
|
|
|
-
1.
-
BlackRock, Inc.
Based on Amendment No. 9 to Schedule 13G filed with the SEC on February 7, 2019, by BlackRock, Inc., on behalf of itself and certain
of its subsidiaries. BlackRock, Inc. has sole voting power over 89,362,149 shares and sole dispositive power over 102,706,440 shares. The address for BlackRock is 55 East 52nd Street,
New York, NY 10055.
-
2.
-
Warren E. Buffett, Berkshire Hathaway Inc. and National Indemnity Company
Based on Amendment No. 4 to Schedule 13G filed with the SEC on February 14, 2019, by Warren E. Buffett, Berkshire Hathaway Inc., a
holding company which Mr. Buffett may be deemed to control, National Indemnity Company, an insurance company which Mr. Buffett may be deemed to control, and other members of the filing
group of which none beneficially owns more than 5% of the outstanding shares of U.S. Bancorp common stock. Mr. Buffett has sole voting power over 884,230 shares, sole dispositive power over
146,937,274 shares, and shared voting and dispositive powers over 146,937,274 shares. Berkshire Hathaway Inc. has sole voting and dispositive powers over no shares, and shared voting and
dispositive powers over 146,937,274 shares. National Indemnity Company has sole voting and dispositive powers over no shares, and shared voting and dispositive powers over 89,323,656 shares. The
address for each of Mr. Buffett and Berkshire Hathaway is 3555 Farnam Street, Omaha, NE 68131. The address for National Indemnity Company is 1314 Douglas Street, Omaha,
NE 68102.
-
3.
-
The Vanguard Group
Based on Amendment No. 4 to Schedule 13G filed with the SEC on February 11, 2019, by The Vanguard Group, on behalf of itself and certain of
its subsidiaries. The Vanguard Group has sole voting power over 1,769,749 shares, shared voting power over 409,586 shares, sole dispositive power over 112,076,201 shares and shared dispositive power
over 2,158,309 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of The Vanguard Group, beneficially own 1,291,083 and 1,327,595
shares, respectively. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
|
|
|
|
|
|
75
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
Questions and answers about the annual meeting and voting
Why did I receive the proxy materials?
We have furnished the proxy materials to you over the Internet or mailed you a printed copy of these materials because the Board of Directors of U.S. Bancorp
is soliciting your proxy to vote your shares of our common stock at the annual meeting of shareholders to be held on April 16, 2019, or at any adjournments or postponements of the meeting.
What is a proxy?
It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written
document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your "proxy vote." Andrew Cecere,
our Chairman, President and Chief Executive Officer, and Laura F. Bednarski, our Corporate Secretary, have been designated as the proxies to cast the votes of our shareholders at our 2019 annual
meeting of shareholders.
What is the purpose of the meeting?
At our annual meeting, shareholders will act upon the matters outlined in the notice of annual meeting of shareholders and described in this proxy statement.
Management will also report on our 2018 performance and, once the business of the annual meeting is concluded, respond to questions submitted in writing during or before the meeting.
How can I access the proxy materials and vote my shares?
The instructions for accessing the proxy materials and voting can be found in the information you received
either by mail or e-mail. Depending on how you received the proxy materials, you may vote by Internet, telephone or mail. We encourage you to vote by
Internet.
-
▶
-
If you are a shareholder who
received a notice by mail regarding the Internet availability of the proxy materials:
You may access the
proxy materials and voting instructions over the Internet via the web address provided in the notice. In order to access this material and vote, you will need the control number provided on
the notice you received in the mail. You may vote by following the instructions on the notice or on the
website.
-
▶
-
If you are a shareholder who
received an e-mail directing you to the proxy materials:
You may access the proxy materials and voting
instructions over the Internet via the web address provided in the e-mail. In order to access these materials and vote, you will need the control number provided in the e-mail. You may vote by
following the instructions in the e-mail or on the website.
-
▶
-
If you are a shareholder who
received the proxy materials by mail:
You may vote your shares by following the instructions provided on the
proxy card or voting instruction form. If you vote by Internet or telephone, you will need the control number provided on the proxy card or voting instruction form. If you vote by mail, please
complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.
How do I vote if my shares are held in the U.S. Bank 401(k) Savings Plan?
If you hold any shares in the U.S. Bank 401(k) Savings Plan, you are receiving, or being provided access to, the same proxy materials as any
other shareholder. However, your proxy vote will serve as voting instructions to the plan trustee. Your voting instructions must be received at least five days prior to the annual meeting in order to
count. In accordance with the terms of the plan, the trustee will vote all of the shares held in the plan in the same proportion as the actual proxy votes submitted by plan participants at least five
days prior to the annual meeting.
Why did I receive a notice regarding the Internet availability of proxy materials instead of a printed copy of the proxy materials?
In accordance with rules adopted by the SEC, we are furnishing our proxy materials to our shareholders primarily over the Internet instead
of mailing printed copies of those materials to each shareholder. By doing so, we reduce costs and lessen the environmental impact of our proxy solicitation. On or about March 5, 2019, we
mailed a notice of Internet availability of the proxy materials to most of our shareholders. The notice contains instructions about how to access our
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
76
|
Table of Contents
Questions and answers about the annual meeting and voting
|
|
proxy
materials and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice but would like to receive a paper copy of our proxy materials, please
follow the instructions on the notice.
Our
other shareholders, including shareholders who have previously requested to receive paper copies of the proxy materials and persons holding shares through our benefit plans,
received paper copies of the proxy materials instead of a notice. If you received paper copies of the notice or proxy materials, we encourage you to sign up to receive all of your future proxy
materials electronically, as described under "How can I receive my proxy materials by e-mail in the future?" below.
Who is entitled to vote at the meeting?
The Board has set February 19, 2019, as the record date for the annual meeting. If you were a shareholder at the close of business on
February 19, 2019, you are entitled to vote at the meeting. As of the record date, 1,600,259,416 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the
meeting.
What are my voting rights?
Holders of our common stock are entitled to one vote per share. Therefore, a total of 1,600,259,416 votes are entitled to be cast at the
meeting. There is no cumulative voting.
How many shares must be present to hold the meeting?
In accordance with our bylaws, shares equal to at least one-third of the voting power of our outstanding shares of common stock as of the
record date must be present at the meeting in order to hold the meeting and conduct business. This is called a quorum. Your shares are counted as present at the meeting if:
-
▶
-
you have properly submitted a proxy vote by Internet, telephone or mail, even if you abstain from
voting on one or more matters;
-
▶
-
you are present and vote in person at the meeting; or
-
▶
-
you hold your shares in street name (as discussed below) and you provide voting instructions to your
broker, bank, trust company or other nominee or you do not provide voting instructions but your broker, bank, trust company or other nominee uses its discretionary authority to vote your shares on the
ratification of the selection of our independent auditor.
What is the difference between a shareholder of record and a "street name" holder?
If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the
shareholder of record with respect to those shares.
If
your shares are held in a stock brokerage account or by a bank, trust company or other nominee, then the broker, bank, trust company or other nominee is considered to be the
shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares and your shares are said to be held in "street name." Street name holders
generally cannot vote their shares directly and must instead instruct the broker, bank, trust company or other nominee how to vote their shares using the voting instruction form provided by it.
How do I attend the meeting?
The 2019 Annual Meeting of Shareholders will be held at 11:00 a.m., local time, on Tuesday, April 16, 2019, at the following
location:
The
Hilton Columbus at Easton
Easton Grand Ballroom
3900 Chagrin Drive
Columbus, OH 43219
Admission
to the meeting is limited to our registered shareholders and street name holders as of the record date and persons holding valid written legal proxies naming them as the
representative of such a shareholder (only one representative for each shareholder appointed by proxy will be admitted to the meeting).
|
|
|
|
|
|
77
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
Admission requires government-issued photo identification and documentary evidence of eligibility to attend the meeting as described below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder of record
|
|
|
|
Street name holder
|
|
|
|
Representative of a
shareholder of record
|
|
|
|
Representative of a
street name holder
|
|
|
|
|
▶
Admission ticket printed from www.proxyvote.com
OR
▶
Notice of Internet Availability of Proxy Materials
OR
▶
Proxy card
OR
▶
Verification at the registration desk that your name is included on the list of
U.S. Bancorp shareholders of record on February 19, 2019
|
|
|
|
▶
Admission ticket printed from www.proxyvote.com
OR
▶
Notice of Internet Availability of Proxy Materials
OR
▶
Voting
instruction form from your broker, bank, trust company or other nominee
OR
▶
A
letter from your broker, bank, trust company or other nominee confirming you owned U.S. Bancorp shares on February 19, 2019
|
|
|
|
▶
A valid written legal proxy naming you as representative, signed by the shareholder of record
AND one of the following:
▶
Printed admission ticket belonging to the shareholder of record
OR
▶
Notice of Internet Availability of Proxy Materials sent to the shareholder of record
OR
▶
Proxy card sent to the shareholder of record
OR
▶
Verification at the registration desk that the shareholder's name is included on the list of U.S. Bancorp shareholders of record on February 19,
2019
|
|
|
|
▶
A valid written legal proxy naming you as representative, signed by the street name holder's broker, bank, trust company or other nominee
AND one of the following:
▶
Printed admission ticket belonging to the street name holder
OR
▶
Notice of Internet Availability of Proxy Materials sent to the street name holder
OR
▶
Voting instruction form from the street name holder's broker, bank, trust company or other nominee
OR
▶
A letter from the street name holder's broker, bank, trust company or other nominee confirming the street
name holder owned U.S. Bancorp shares on February 19, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To promote an efficient admission process, we encourage all of our shareholders attending the meeting to pre-register and bring an admission ticket with
them.
To print an admission ticket in advance, visit www.proxyvote.com and follow the instructions provided at this website. You will need the control number provided on your
proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials, or e-mail that directed you to the proxy materials.
At
the entrance to the meeting, we will inspect the documentation you present for admission and decide in our sole discretion whether it meets the requirements stated above. Security measures may
include bag searches and other screening procedures. The use of cameras or recording devices will not be permitted at the meeting.
Please
allow ample time for the admission procedures described above. Anyone needing special assistance should call our company's Investor Relations team at 866.775.9668. If you are not able to attend
the meeting, you will still be able to access an audio replay of the management presentation given at the meeting from our website. You can find
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
78
|
Table of Contents
Questions and answers about the annual meeting and voting
|
|
instructions
on how to access the replay and the presentation materials on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations" and then "Webcasts &
Presentations."
How can I ask a question at the meeting?
We value questions from our shareholders. To ensure an orderly and efficient response to questions, you will
have an opportunity at the meeting to submit questions in writing to the CEO. In addition, you can submit a written question in advance when you pre-register for the meeting and access your
admission ticket at www.proxyvote.com.
Can I vote my shares in person at the meeting?
If you are a shareholder of record, you may vote your shares in person by completing a ballot at the meeting. Even if you currently plan to attend the
meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting.
If
you are a street name holder, you may vote your shares in person at the meeting only if you obtain a signed letter or other document from your broker, bank, trust company or other nominee giving
you the right to vote the shares at the meeting.
If
you are a participant in the U.S. Bank 401(k) Savings Plan, you may submit a proxy vote as described above, but you may not vote your 401(k) Savings Plan shares in person at the meeting.
What if I am a shareholder of record and do not specify how I want my shares voted?
If you submit your proxy by Internet or submit a signed proxy card and do not specify how you want to vote your shares, we will vote your shares in accordance
with the recommendations of the Board. Our telephone voting procedures do not permit you to submit your proxy vote by telephone without specifying how you want your shares voted.
What if I hold my shares in street name and do not provide voting instructions?
If you hold your shares in street name and do not provide voting instructions, your broker, bank, trust company or other nominee has discretionary authority
to vote your shares on the ratification of the selection of Ernst & Young LLP as our independent auditor. However, in the absence of your specific instructions as to how to vote, your
broker, bank, trust company or other nominee does not have discretionary authority to vote on any other proposal. Such a situation results in a "broker non-vote," which does not have an effect on the
outcome of the proposal. It is important, therefore, that you provide instructions to your broker, bank, trust company or other nominee so that your vote with respect to the other proposals is
counted.
What is the voting standard and what is the effect of abstentions?
You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to each nominee for the Board of Directors (Proposal 1), the ratification of the selection of
independent auditor (Proposal 2), and the advisory vote on executive compensation (Proposal 3).
The
following table summarizes the voting standard applicable to each proposal and the effect of an "ABSTAIN" vote in each instance.
|
|
|
|
|
Proposal
|
|
Voting standard
|
|
Effect of "ABSTAIN" vote
|
Election of directors
|
|
The nominee is elected if the number of votes cast "FOR" him or her exceeds the number of votes cast "AGAINST" him or her
|
|
No effect
|
|
|
|
|
|
Other proposals
|
|
The proposal is approved if "FOR" votes are cast by the majority of shares present and entitled to vote on the matter
|
|
Same effect as "AGAINST" vote
|
|
|
|
|
|
|
|
|
|
|
|
79
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
What does it mean if I receive more than one notice of Internet availability of proxy materials, proxy card, voting instruction form, or e-mail with instructions on how to access the proxy materials?
If you receive more than one notice of Internet availability of proxy materials, proxy card, voting instruction form, or e-mail with instructions on how to
access the proxy materials, it means that you hold shares in more than one account. To ensure that all of your shares are voted, vote separately for each notice of Internet availability of proxy
materials, proxy card, voting instruction form, and e-mail you receive.
Can I change my vote after submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting. If you are a shareholder of record, you may
revoke your proxy and change your vote by:
-
▶
-
voting again over the Internet or by telephone by no later than 11:59 p.m., Eastern Time, on April 15,
2019, or by submitting a proxy card with a later date and returning it so that it is received by April 15, 2019; or
-
▶
-
submitting written notice of revocation to our Corporate Secretary at the address shown on page 82 of this proxy
statement so that it is received by April 15, 2019.
Attending
the meeting will not revoke your proxy unless you specifically request to revoke it or submit a ballot at the meeting. To request an additional proxy card, or if you have any questions about
the annual meeting or how to vote or revoke your proxy, you should write to Investor Relations, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, MN 55402 or call 866.775.9668.
If
you hold your shares in street name, contact your broker, bank, trust company or other nominee regarding how to revoke your proxy and change your vote. If you are a participant in the U.S. Bank
401(k) Savings Plan, you may revoke your proxy and change your vote as described above, but only until 11:59 p.m., Eastern Time, on April 11, 2019.
Will my vote be kept confidential?
Yes. We have procedures to ensure that all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as
follows: to meet legal requirements, to assert claims for or defend claims against our company, to allow authorized individuals to count and certify the results of the shareholder vote if a proxy
solicitation in opposition to the Board takes place, or to respond to shareholders who have written comments on proxy cards or who have requested disclosure. We also have the voting tabulations
performed by an independent third party.
Who will count the votes?
Representatives of Broadridge Financial Solutions, Inc., our tabulation agent, will tabulate the votes and act as independent inspectors of election.
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trust companies or other
nominees for forwarding proxy materials to street name holders. We have retained Alliance Advisors, LLC, to assist in the solicitation of proxies for the annual meeting for a fee of $20,000,
plus associated costs and expenses.
We
are soliciting proxies primarily by mail. In addition, our directors, officers and employees may solicit proxies by telephone, facsimile, e-mail or in person. They will not receive any additional
compensation for these activities.
Do we "household" annual meeting materials?
The SEC rules allow a single copy of the notice of Internet availability of proxy materials or proxy statement and annual report to be delivered to multiple
shareholders sharing the same address and last name, or who we reasonably believe are members of the same family, and who consent to receive a single copy of these materials in a manner provided by
these rules. This practice is referred to as "householding." Although we do not household for our registered shareholders, we understand that some brokers, banks, trust companies and other nominees
household U.S. Bancorp notices of Internet availability of proxy materials or proxy statements and annual reports, delivering a single copy of each to multiple shareholders sharing an address unless
contrary instructions have been received from the affected shareholders. Once you have received notice from your broker, bank, trust company or other nominee that it will be householding materials to
your address, householding will continue until you are notified otherwise or until you revoke your consent.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
80
|
Table of Contents
Questions and answers about the annual meeting and voting
|
|
If,
at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of our notice of Internet availability of proxy materials or proxy statement or annual
report, or if you are receiving multiple copies of any of these documents and wish to receive only one, please notify your broker, bank, trust company or other nominee. We will deliver promptly upon
written or oral request a separate copy of our notice of Internet availability of proxy materials, proxy statement and/or our annual report to a shareholder at a shared address to which a single copy
was delivered. For copies of any of these documents, shareholders should write to Investor Relations, U.S. Bancorp, BC-MN-H23K, 800 Nicollet Mall, Minneapolis, Minnesota 55402, or call 866.775.9668.
How can I receive my proxy materials by e-mail in the future?
Instead of receiving future paper copies of the notice of Internet availability of proxy materials or our proxy materials by mail, you can elect to receive an
e-mail with links to these documents, your control number and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of producing and mailing
documents to you and will also help conserve environmental resources. Your e-mail address will be kept separate from any other company operations and will be used for no other purpose.
If
we mailed you a notice of Internet availability of proxy materials or a printed copy of our proxy statement and annual report and you would like to sign up to receive these materials by e-mail in
the future, you can choose this option by:
-
▶
-
following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the
proxy materials;
-
▶
-
following the instructions provided when you vote over the Internet; or
-
▶
-
going to http://enroll.icsdelivery.com/usb and following the instructions provided.
You
may revoke this request at any time by following the instructions at http://enroll.icsdelivery.com/usb. Your election will remain in effect unless you revoke it later.
|
|
|
|
|
|
81
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Other matters
|
Other matters
Annual Report to Shareholders and Form 10-K
|
If
you received a paper copy of the proxy materials, our 2018 Annual Report to Shareholders, including financial statements for the year ended December 31, 2018, accompanied
this proxy statement. The 2018 Annual Report to Shareholders is also available on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations." Copies of our 2018 Annual
Report on Form 10-K, which is on file with the SEC, are available to any shareholder who submits a request in writing to Investor Relations, U.S. Bancorp, BC-MN-H23K, 800 Nicollet Mall,
Minneapolis, Minnesota 55402. Copies of any exhibits to the Form 10-K are also available upon written request and payment of a fee covering our reasonable expenses in furnishing the exhibits.
Section 16(a) beneficial ownership reporting compliance
|
Section 16(a)
of the Exchange Act requires our executive officers, controller and directors to file initial reports of ownership and reports of changes in ownership of our
securities with the SEC. Our executive officers, controller and directors are required to furnish us with copies of these reports. Based solely on a review of the Section 16(a) reports
furnished to us with respect to 2018 and written representations from our executive officers, controller and directors, we believe that all Section 16(a) filing requirements applicable to those
persons during 2018 were satisfied, except that Richard P. McKenney and Jeffry H. von Gillern were each late in filing one Form 4. Mr. McKenney's transaction was executed in January 2018
and reported in February 2018, and Mr. von Gillern's transaction was executed in July 2018 and reported in August 2018.
Communicating with U.S. Bancorp's Board of Directors
|
Shareholders
or any other interested party may communicate with our Board of Directors by sending a letter addressed to our Board of Directors, non-employee directors, Chairman, Lead
Director or specified individual directors to:
|
|
|
The Office of the Corporate Secretary
U.S. Bancorp
BC-MN-H21O
800 Nicollet Mall
Minneapolis, MN 55402
|
|
|
Any
such letters will be delivered to the Lead Director, or to a specified director if so addressed. Letters relating to accounting matters will also be delivered to our Chief Risk Officer for
handling in accordance with the Audit Committee's policy on investigation of complaints relating to accounting matters.
The
Lead Director (or, in the Lead Director's discretion, the chair of the relevant Board committee) may be available to meet with shareholders as appropriate. Requests for such a meeting are
considered on a case-by-case basis.
Deadlines for nominating directors and submitting proposals for the 2020 annual meeting
|
Please
see below for the specific information and deadline requirements applicable to shareholders who want to nominate directors or submit proposals for next year's annual meeting.
Note that any director nomination or shareholder proposal for which notice is received by us after the relevant deadline set forth below may not be presented at the 2020 annual meeting.
Nominating a director for inclusion in our proxy statement (proxy access nominees)
A shareholder or group of up to 20 shareholders that has held at least 3% of the outstanding shares of our company's common stock for at least three years is
able to nominate directors to fill up to 20% of the Board seats (but at least two directors) for inclusion in our proxy statement if the shareholder(s) and nominee(s) satisfy the requirements
specified in
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
82
|
Table of Contents
Other matters
|
|
our
bylaws and notice is received between 150 and 120 days before the anniversary of the date the proxy statement for the prior year's annual meeting was released to shareholders.
In
order for a nominee to be considered for inclusion in our proxy statement for the 2020 annual meeting of shareholders, we must receive written notice of the nomination at our principal executive
offices at U.S. Bancorp, BC-MN-H21O, 800 Nicollet Mall, Minneapolis, Minnesota, Attention: Corporate Secretary, no earlier than October 7, 2019, and no later than November 6, 2019. The
notice must contain the specific information required by our bylaws. You can find a copy of our bylaws on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations" and then
"Corporate Governance" and then "Governance Documents" and then "Restated Bylaws."
Other shareholder proposals and director nominations
Proper proposals or nominations must be submitted to the Corporate Secretary of U.S. Bancorp at our principal executive offices in Minneapolis, Minnesota, at
the address provided above. Shareholder proposals to be considered for inclusion in the proxy statement must comply with SEC regulations regarding the inclusion of shareholder proposals in
company-sponsored proxy materials. Notices of director nominations and shareholder proposals to be made from the floor must contain the specific information required by our bylaws (available on our
website as described above).
The
submission deadlines for these proposals and nominations are as follows:
|
|
|
|
|
Proposal
|
|
How presented
|
|
Deadline
|
Nomination of directors
|
|
To nominate a director from the floor at the annual meeting
|
|
December 18, 2019
|
|
|
|
|
|
All other proposals
|
|
To have a shareholder proposal be considered for inclusion in the proxy statement or to present the proposal from the floor at the annual meeting
|
|
November 6, 2019
|
|
|
|
|
|
Other matters for consideration
|
We
do not know of any other matters that may be presented for consideration at the 2019 annual meeting. If any other business does properly come before the annual meeting, the
persons named as proxies above under the heading "Questions and Answers About the Annual Meeting and Voting What is a proxy?" will vote as they deem in the best interests of U.S.
Bancorp.
Laura
F. Bednarski
Corporate Secretary
Dated:
March 5, 2019
|
|
|
|
|
|
83
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
Table of Contents
|
Non-GAAP financial measures
|
Non-GAAP financial measures
This proxy statement contains the following non-GAAP financial measures: return on tangible common equity (ROTCE); efficiency ratio, using net
interest income on a taxable-equivalent basis and excluding notable
items; return on average assets (ROA), excluding notable items; and return on average common equity (ROE), excluding notable items.
ROTCE
is calculated by dividing net earnings applicable to common shareholders, excluding the impact of intangibles amortization, by tangible common shareholders' equity. We believe that ROTCE is a
meaningful way for holders of U.S. Bancorp common stock to assess our use of equity.
We
use net interest income on a taxable-equivalent basis to calculate our efficiency ratio. We believe that this presentation is the preferred industry measurement of net interest income as it
provides a relevant comparison of net interest income arising from taxable and tax-exempt sources. We excluded notable items from the presentation of efficiency ratio, ROA and ROE for 2018 for our
company and peers because we believe that core results provide a more reliable means of comparison.
The
calculations of these measures for U.S. Bancorp follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31
(Dollars in Millions)
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net income applicable to U.S. Bancorp common shareholders
|
|
$
|
6,784
|
|
$
|
5,913
|
|
$
|
5,589
|
|
$
|
5,608
|
|
$
|
5,583
|
|
$
|
5,552
|
|
$
|
5,383
|
|
$
|
4,721
|
|
$
|
3,332
|
|
$
|
1,803
|
|
Intangibles amortization (net-of-tax)
|
|
|
127
|
|
|
114
|
|
|
116
|
|
|
113
|
|
|
129
|
|
|
145
|
|
|
178
|
|
|
194
|
|
|
239
|
|
|
252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization (a)
|
|
|
6,911
|
|
|
6,027
|
|
|
5,705
|
|
|
5,721
|
|
|
5,712
|
|
|
5,697
|
|
|
5,561
|
|
|
4,915
|
|
|
3,571
|
|
|
2,055
|
|
Average total equity
|
|
|
50,391
|
|
|
49,097
|
|
|
47,988
|
|
|
45,502
|
|
|
43,524
|
|
|
41,287
|
|
|
38,736
|
|
|
33,116
|
|
|
28,799
|
|
|
27,021
|
|
Less: Average preferred stock
|
|
|
5,636
|
|
|
5,490
|
|
|
5,501
|
|
|
4,836
|
|
|
4,756
|
|
|
4,804
|
|
|
4,381
|
|
|
2,414
|
|
|
1,742
|
|
|
4,445
|
|
Less: Average noncontrolling interests
|
|
|
628
|
|
|
631
|
|
|
649
|
|
|
689
|
|
|
687
|
|
|
1,370
|
|
|
1,125
|
|
|
916
|
|
|
750
|
|
|
714
|
|
Less: Average goodwill (net of deferred tax liability)
1
|
|
|
8,606
|
|
|
8,160
|
|
|
8,242
|
|
|
8,347
|
|
|
8,435
|
|
|
8,564
|
|
|
8,295
|
|
|
8,288
|
|
|
8,410
|
|
|
8,318
|
|
Less: Average intangible assets, other than mortgage servicing rights
|
|
|
595
|
|
|
637
|
|
|
783
|
|
|
764
|
|
|
848
|
|
|
920
|
|
|
1,112
|
|
|
1,297
|
|
|
1,517
|
|
|
1,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average U.S. Bancorp common shareholders' equity, excluding intangible assets (b)
|
|
|
34,926
|
|
|
34,179
|
|
|
32,813
|
|
|
30,866
|
|
|
28,798
|
|
|
25,629
|
|
|
23,823
|
|
|
20,201
|
|
|
16,380
|
|
|
11,895
|
|
Return on tangible common equity (a)/(b)
|
|
|
19.8
|
%
|
|
17.6
|
%
|
|
17.4
|
%
|
|
18.5
|
%
|
|
19.8
|
%
|
|
22.2
|
%
|
|
23.3
|
%
|
|
24.3
|
%
|
|
21.8
|
%
|
|
17.3
|
%
|
Net interest income
|
|
$
|
12,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable-equivalent adjustment
2
|
|
|
116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income, on a taxable-equivalent basis
|
|
|
13,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income, on a taxable-equivalent basis (as calculated above)
|
|
|
13,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income
|
|
|
9,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Securities gains (losses), net
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
3
|
|
|
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue, excluding net securities gains (losses) (c)
|
|
|
22,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense
|
|
|
12,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
4
|
|
|
174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense, excluding notable items (d)
|
|
|
12,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio, excluding notable items (d)/(c)
|
|
|
54.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to U.S. Bancorp
|
|
$
|
7,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
5
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to U.S. Bancorp, excluding notable items (e)
|
|
|
7,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets (f)
|
|
$
|
457,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets, excluding notable items (e)/(f)
|
|
|
1.54
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to U.S. Bancorp common shareholders
|
|
$
|
6,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Notable items
5
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to U.S. Bancorp common shareholders, excluding notable items (g)
|
|
|
6,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common equity (h)
|
|
$
|
44,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average common equity, excluding notable items (g)/(h)
|
|
|
15.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Includes goodwill related to certain
investments in unconsolidated financial institutions per prescribed regulatory requirements.
-
2.
-
Based on a federal income tax
rate of 21 percent for those assets and liabilities whose income or expense is not included for federal income tax purposes.
-
3.
-
Notable
items for the year ended December 31, 2018 include: $340 million gain on sale of ATM servicing business and $264 million of asset impairments.
-
4.
-
Notable
items for the year ended December 31, 2018 include: $174 million severance charges and legal accruals.
-
5.
-
Notable items for the year
ended December 31, 2018 include: $271 million (after-tax) gain on sale of ATM servicing business, $210 million (after-tax) of asset impairments, $139 million (after-tax)
severance charges and legal accruals, $120 million reduction in income tax expense due to tax reform legislation estimate changes and $3 million noncontrolling interest adjustment.
|
|
|
|
|
|
U.S.
Bancorp
2019
Proxy
Statement
|
|
84
|
Table of Contents
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 15, 2019; or April 11, 2019, for shares held in the U.S. Bancorp 401(k) Savings Plan. Have this proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. U.S. BANCORP INVESTOR RELATIONS 800 NICOLLET MALL BC-MN-H23K MINNEAPOLIS, MN 55402-7014 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 15, 2019; or April 11, 2019, for shares held in the U.S. Bancorp 401(k) Savings Plan. Have this proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date this proxy card and return it in the postage-paid envelope we have provided, or return it to U.S. Bancorp, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received by April 16, 2019. SHAREHOLDER MEETING REGISTRATION To attend the meeting, go to the Register for Meeting link at www.proxyvote.com. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E60645-P14956-Z73499 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. U.S. BANCORP The Board of Directors recommends a vote "FOR" each of the following nominees: For ! ! ! ! ! ! ! ! ! ! ! ! ! ! Against ! ! ! ! ! ! ! ! ! ! ! ! ! ! Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1 - Election of Directors: 1a. Warner L. Baxter For Against Abstain 1b. Dorothy J. Bridges ! ! ! For ! ! ! Against ! ! ! Abstain 1c. Elizabeth L. Buse 1o. Odell M. Owens, M.D., M.P.H. 1d. Marc N. Casper 1p. Craig D. Schnuck 1e. Andrew Cecere 1q. Scott W. Wine The Board of Directors recommends a vote "FOR" the following proposals: 2 - The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2019 fiscal year. 3 - An advisory vote to approve the compensation of our executives disclosed in the proxy statement. 1f. Arthur D. Collins, Jr. ! ! ! ! ! ! 1g. Kimberly J. Harris 1h. Roland A. Hernandez 1i. Doreen Woo Ho 1j. Olivia F. Kirtley 1k. Karen S. Lynch 1l. Richard P. McKenney For address changes and/or comments, please check this box and write them on the back where indicated. ! 1m. Yusuf I. Mehdi 1n. David B. OMaley Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date