tm2134246-1_def14a - none - 26.2188916s
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
U.S. Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS
[MISSING IMAGE: tm2134246d1-cv_ofc4c.jpg]

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
 
[MISSING IMAGE: ph_andrew-bw.jpg]
A message from our CEO
Fellow shareholders:
Our company is known for many things: our ability to deliver consistent, solid results. Our approach to credit and risk management. Our diverse business portfolio. Our emphasis on people and relationships. Our focus on always doing the right thing.
These characteristics have been vital during the past two years as COVID-19 swept the globe, and we all faced unprecedented challenges. Despite the ebbs and flows of an uncertain time, we succeeded because we leveraged our strengths and emphasized the right priorities. We focused on keeping people healthy and safe while running our business effectively, and we committed ourselves to emerging from the pandemic stronger than we entered it.
We have seen signs of recovery in every area of our business, and we plan to build on that momentum as we move ahead into 2022. We are working to be prudent and responsible stewards of this company, and we believe we are taking the right steps to ensure ongoing success.
We are optimistic about the future because of those efforts.
As we enter 2022, we are balancing short-term needs with long-term goals. We are executing a thoughtful strategy, and we are standing firm to our commitments that will position us as a leader for years to come. Although we cannot predict all the twists and turns that lie ahead, we are ready for them. We have an engaged workforce, a loyal customer base, strong financial discipline, a coveted industry position, and an influential role in our communities. Coupled with our focus on delivering solid returns and achieving our goals as good corporate citizens, we are confident in our path forward.
As always, thank you for the trust you place in us as shareholders of our company.
Sincerely,
[MISSING IMAGE: sg_andrewcecere-pn.jpg]
Andrew Cecere
Chairman, President and Chief Executive Officer
March 8, 2022
 
   ​
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
 
[MISSING IMAGE: ph_kirtley-bw.jpg]
A message from our Lead Director
Fellow shareholders:
During 2021, the Board of Directors continued to adapt to evolving challenges and uncertainty, adjusting both our meeting agendas and discussions to address the rapidly changing landscape. While maintaining our focus on providing good counsel and strong oversight, we worked with management to move U.S. Bancorp’s growth strategy forward and to create new ways to serve customer needs and expectations. In September, we approved the acquisition of MUFG Union Bank, which will enhance our presence on the West Coast and allow us to bring our whole company to new customers and to be an even stronger community partner.
As part of our prudent risk management and continual focus on our opportunities, the Board has also overseen a transformed approach to progress on environmental, social and governance topics. During 2021, management created a comprehensive, centralized ESG office with dedicated resources to coordinate this work, which is embedded across all of our lines of business. The Board has enhanced its framework for oversight of ESG strategy and execution, and we look forward to sharing our comprehensive 2021 ESG report with you in the middle of the year. In the meantime, you can access information about our recent ESG activity and progress at usbank.com/ESG2021.
Strong leadership is a critical asset for any organization. At U.S. Bancorp, we are fortunate to have incredibly talented executive leaders and team members across the entire company. They have shown an amazing commitment to serving our many stakeholders over this past year. Some have received industry recognitions and leadership awards, and all have been deeply invested in creating new and improved ways to work together to meet the demands of these unusual times. On behalf of the Board of Directors, I want to thank everyone throughout the company for their commitment to excellence and dedication to our core values — to do the right thing, find strength in diversity, power potential, stay a step ahead and put people first.
Sincerely,
[MISSING IMAGE: sg_oliviakirtley-pn.jpg]
Olivia F. Kirtley
Lead Director
March 8, 2022
 
   ​
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
 
Notice of Annual Meeting of Shareholders of U.S. Bancorp
Date and time:
Tuesday, April 19, 2022, at 11:00 a.m., central time
Place:
Online at www.virtualshareholdermeeting.com/USB2022
Due to the public health concerns resulting from the COVID-19 pandemic, we are holding the Annual Meeting of U.S. Bancorp in a virtual-only meeting format to support the health and safety of our shareholders and employees. You will not be able to attend the Annual Meeting at a physical location. A list of our shareholders of record will be made available to shareholders during the Annual Meeting. For more information on the virtual-only format, please see the “Questions and Answers about the Annual Meeting and Voting” section beginning on page 69.
Items of business:
1.
The election of the 12 directors named in the proxy statement
2.
The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2022 fiscal year
3.
An advisory vote to approve the compensation of our executives disclosed in the proxy statement
4.
Any other business that may properly be considered at the meeting or any adjournment of the meeting
Record date:
You may vote at the meeting if you were a shareholder of record at the close of business on February 22, 2022.
Voting by proxy:
It is important that your shares be represented and voted. You may vote your shares by Internet or telephone by no later than 11:59 p.m., eastern time, on April 18, 2022 (or April 14, 2022, for shares held in the U.S. Bank 401(k) Savings Plan), as directed in the proxy materials. If you received a printed copy of the proxy materials, you may also complete, sign and return the enclosed proxy card or voting instruction form by mail. Voting in any of these ways will not prevent you from virtually attending or voting your shares at the meeting. We encourage you to vote by Internet or telephone to reduce mailing and handling expenses.
Internet availability of proxy materials: Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 19, 2022: Our proxy statement and 2021 Annual Report are available at www.proxyvote.com.
Sign up for electronic delivery:
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?” on page 73. To express our appreciation, we will plant a tree in partnership with the Arbor Day Foundation on behalf of every retail shareholder account that registers for electronic delivery of our proxy materials.
By Order of the Board of Directors
[MISSING IMAGE: sg_laurabednarski-pn.jpg]
Laura F. Bednarski
Corporate Secretary
March 8, 2022
 
   ​
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
 
Proxy statement table of contents
1
17
29
31
47
48
61
63
67
69
74
76
 
U.S. Bancorp 2022 Proxy Statement
   

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proxy statement highlights
Proxy statement highlights
This highlights section does not contain all the information that you should consider before voting. Please read the entire proxy statement carefully.
Voting matters and Board recommendations
Proposal
Board
recommendation
For more
information
Proposal 1 –
The election of the 12 director nominees named in the proxy statement
“FOR” all nominees
Page 8
Proposal 2 –
The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2022 fiscal year
“FOR”
Page 65
Proposal 3 –
An advisory vote to approve the compensation of our executives disclosed in the proxy statement
“FOR”
Page 66
Casting your vote
The Board of Directors of U.S. Bancorp is soliciting proxies for use at the annual meeting of shareholders to be held on April 19, 2022, and at any adjournment or postponement of the meeting. The proxy materials were first made available to shareholders on or about March 8, 2022.
Your vote is important! Please cast your vote and play a part in the future of U.S. Bancorp. Even if you plan to attend our annual meeting, please cast your vote as soon as possible by:
[MISSING IMAGE: tm2025328d69-icon_interpn.jpg]
Internet
www.proxyvote.com
[MISSING IMAGE: tm2025328d69-icon_telephpn.jpg]
Telephone
[MISSING IMAGE: tm2025328d69-icon_mailpn.jpg]
Mail
The voting deadline is 11:59 p.m., eastern time, on April 18, 2022 (or April 14, 2022, for shares held in the U.S. Bank 401(k) Savings Plan).
[MISSING IMAGE: tm2025328d69-icon_infopn.gif]
For more information about how to cast your vote, go to page 69.
Attending the annual meeting
You are invited to attend the annual meeting of shareholders, which is being held virtually. You will be able to attend the meeting, as well as vote and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/USB2022 and logging in with the 16-digit control number found on your proxy card, voter instruction form, or notice, as applicable. We encourage all shareholders to vote and submit questions in advance of the meeting at www.proxyvote.com.
[MISSING IMAGE: tm2025328d69-icon_infopn.gif]
For more information about meeting admission and questions, go to page 70.
1   
U.S. Bancorp 2022 Proxy Statement
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proxy statement highlights
About U.S. Bancorp
U.S. Bancorp, with nearly 70,000 employees and $573 billion in assets as of December 31, 2021, is the parent company of U.S. Bank National Association. The Minneapolis-based company serves millions of customers locally, nationally and globally through a diversified mix of businesses: Consumer and Business Banking; Payment Services; Corporate & Commercial Banking; and Wealth Management and Investment Services. The company has been recognized for its approach to digital innovation, social responsibility, and customer service, including being named one of the 2021 World’s Most Ethical Companies® by Ethisphere Institute and Fortune’s most admired superregional bank. Learn more at usbank.com/about.
[MISSING IMAGE: tm2134246d1-tbl_mostpn.jpg]
1.
Source: S&P Global Market Intelligence; Peer banks include: BAC, CFG, FITB, JPM, KEY, PNC, RF, TFC and WFC; 5-Year average ranges from 2017-2021, 10-Year average ranges from 2012-2021, 15-Year average ranges from 2007-2021.
On September 21, 2021, U.S. Bank entered into a definitive agreement to acquire MUFG Union Bank’s core regional banking franchise, pending regulatory approval. The acquisition of MUFG Union Bank underscores our commitment to strengthen and grow our business on the West Coast, make investments to serve customers and local communities and enhance competition in the financial services industry. With the acquisition of MUFG Union Bank, we will increase access to state-of-the-art financial products while maintaining both organizations’ excellent records of serving low-income communities and supporting minority-led institutions. We’re excited about the support, investment and opportunity this acquisition will bring to the people and communities in the western United States.
U.S. Bancorp 2022 Proxy Statement
   2
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proxy statement highlights
ESG governance and oversight
Environmental, Social and Governance (ESG) matters were a focus for our Board and company during 2021, We believe that ESG considerations should be integrated into how we operate, not separated from our corporate strategy. Accordingly, our foundational decision-making processes and risk management framework seek to address ESG matters in the context of our entire business. Our Board has delegated specific and focused oversight of certain types of risks and opportunities to its various committees.
[MISSING IMAGE: tm2134246d1-fc_directorspn.jpg]
[MISSING IMAGE: tm2134246d1-icon_accesspn.jpg]
Access to our ESG reports is provided for informational purposes only and none of the ESG reports, nor any other information included on our website, is incorporated by reference or otherwise made a part of this proxy statement.
3   
U.S. Bancorp 2022 Proxy Statement
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proxy statement highlights
Director nominees at a glance
Name
Age
Director
Since
Primary Occupation
Committee
Memberships
Independent
Warner L. Baxter
60
2015
Executive Chairman, Ameren Corporation
A, CHR
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Dorothy J. Bridges
66
2018
Former Senior Vice President, Federal Reserve Bank of Minneapolis
PR (Chair), RM, E
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Elizabeth L. Buse
61
2018
Former CEO, Monitise plc
A, CP
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Andrew Cecere
61
2017
Chairman, President and CEO,
U.S. Bancorp
CP, RM,E (Chair)
CEO
Kimberly N. Ellison-Taylor
51
2021
Founder and CEO, KET Solutions, LLC
A, PR
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Kimberly J. Harris
57
2014
Retired President and CEO,
Puget Energy, Inc.
G (Chair),
CP, E
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Roland A. Hernandez
64
2012
Founding Principal and CEO,
Hernandez Media Ventures
CP (Chair),
G, E
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Olivia F. Kirtley
Lead Director
71
2006
Business Consultant
CHR, G, E
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Richard P. McKenney
53
2017
President and CEO, Unum Group
RM (Chair),
G, E
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Yusuf I. Mehdi
55
2018
Corporate Vice President, Microsoft
Corporation
PR, RM
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
John P. Wiehoff
60
2020
Retired Chairman and CEO,
C.H. Robinson Worldwide, Inc.
PR, RM
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
Scott W. Wine
54
2014
CEO, CNH Industrial N.V.
CHR (Chair),
A, E
[MISSING IMAGE: tm2025328d69-icon_chemrkpn.jpg]
A
Audit Committee
PR
Public Responsibility Committee
CP
Capital Planning Committee
RM
Risk Management Committee
CHR
Compensation and Human Resources Committee
E
Executive Committee
G
Governance Committee
U.S. Bancorp 2022 Proxy Statement
   4
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proxy statement highlights
Board composition
[MISSING IMAGE: tm2134246d1-pc_boarcompn.jpg]
[MISSING IMAGE: tm2025328d69-icon_infopn.gif]
For more information about our board and nominees, go to page 8.
5   
U.S. Bancorp 2022 Proxy Statement
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proxy statement highlights
2021 executive compensation program
[MISSING IMAGE: tm2134246d1-pc_execpn.jpg]
[MISSING IMAGE: tm2134246d1-icon_ratepn.jpg]
[MISSING IMAGE: tm2134246d1-icon_executpn.jpg]
U.S. Bancorp 2022 Proxy Statement
   6
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proxy statement highlights
Governance highlights
Board independence

Strong Lead Director position: Our independent directors elect from among their ranks a Lead Director, who has broad authority and responsibility over Board governance and operation.

Key committees independent: Independent directors comprise 100% of each of the Audit, Compensation and Human Resources, Governance, and Public Responsibility Committees.

Regular executive sessions: The full Board and its standing committees each meet in executive session on a regular basis without members of management present.
Board accountability

Majority voting: Our directors are elected annually by a majority of votes cast in uncontested elections.

Board not classified: All of our directors are elected annually.
Shareholder rights and engagement

3/3/20/20 proxy access: A shareholder or group of up to 20 shareholders that has held at least 3% of our company’s 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).

Special meeting: Holders of at least 25% of our stock are able to call a special meeting of shareholders.

No poison pill: Our company does not maintain a shareholder rights plan.

Shareholder outreach: Each year we reach out to a significant proportion of our large institutional shareholders to invite a conversation about corporate governance, executive compensation, disclosure and any other matter of interest to the shareholder.
Board effectiveness

Board, committee and individual evaluations: The Governance Committee annually conducts rigorous Board assessments, including evaluations of committees and individual directors.

Overboarding restrictions: Unless approved by our Board, a director may not serve on more than three public company boards in addition to ours, and a director who is a CEO of a public company may not serve on more than two other public company boards.

Retirement policy: Our Board does not have a rigid retirement policy but instead evaluates for appropriateness the re-nomination of an incumbent director after he or she has reached the age of 72.
Director/shareholder alignment

Stock ownership: Each non-employee director is required to hold stock equal in value to five times the annual cash retainer.

No hedging or pledging: Like our executive officers, our directors are prohibited from pledging our company’s securities as collateral for a loan and from engaging in any hedging transactions involving the company’s securities.
[MISSING IMAGE: tm2025328d69-icon_infopn.gif]
For more information about corporate governance, go to page 17.
7   
U.S. Bancorp 2022 Proxy Statement
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proposal 1 — Election of directors
Proposal 1 — Election of directors
Our Board of Directors (the Board) currently has 13 members. All directors are elected annually to one-year terms. Twelve of our current directors have been nominated for election by the Board to hold office until the 2023 annual meeting and the election of their successors. Karen S. Lynch is currently serving as a director but is not standing for re-election at the 2022 annual meeting.
All of the nominees currently serve on our Board. Each nominee has previously been elected by the shareholders. The Board has determined that, except for Andrew Cecere, our Chairman, President and Chief Executive Officer, each nominee for election as a director at the annual meeting is independent from U.S. Bancorp as discussed later in this proxy statement under “Corporate Governance — Director Independence.”
Director selection and nomination considerations
Director nominee selection process
The selection process for first-time director candidates includes the following steps:

identification of one or more desired profiles for director candidates based on the most recent assessment of the skill sets represented on the Board compared to the Board’s needs, as well as feedback received from the Board evaluation process;

identification of candidates by the Governance Committee based upon information provided by a director search firm, suggestions from current directors and executive officers, and any recommendations received from shareholders and other sources;

interviews of candidates by the Lead Director and other directors;

reports presented to the Board by the Governance Committee on the candidates and selection process;

recommendations made by the Governance Committee; and

election by the Board or formal nomination by the Board for inclusion in the slate of directors at the annual meeting.
Director candidates recommended by shareholders are given the same consideration as candidates suggested by a search firm, directors or executive officers. A shareholder seeking to recommend a prospective candidate for the Governance Committee’s consideration should submit the candidate’s name and sufficient written information about the candidate to permit a determination by the Governance Committee of whether the candidate meets the director selection criteria set forth in our Corporate Governance Guidelines. Recommendations should be sent to the Chair of the Governance Committee in care of the Corporate Secretary of U.S. Bancorp at the address listed on page 74 of this proxy statement.
Commitment to Board diversity
Our company is committed to diversity, equity and inclusion. Our Board is focused on diversity within its membership in order to benefit from a variety of perspectives, experiences and skill sets in exercising its oversight role. The Board’s commitment to diversity is reflected in our Corporate Governance Guidelines, which require that any director search firm used to identify external candidates for a Board vacancy will be requested to present a diverse slate of candidates.
Board refreshment and nomination considerations
Our Governance Committee continuously assesses the evolving opportunities and challenges facing our company in order to align the Board’s composition with our company’s leadership needs and strategic direction. The Governance Committee evaluates the composition of the Board against the company’s needs every year, which culminates in the process of nominating new and incumbent directors.
The Governance Committee’s decision to renominate an incumbent director is informed by the director’s past attendance, participation in the work of the Board and overall contribution to the Board, as assessed in the annual Board evaluation process. The Board’s commitment to refreshment can require candid conversations with individual directors when the Governance Committee has determined that a different Board composition would increase the Board’s effectiveness. As a result of the Board evaluation and skills-to-strategy alignment processes, directors may decide or be asked not to stand for re-election at the next annual meeting. When a new director is sought, the Governance Committee considers the following factors:
 
U.S. Bancorp 2022 Proxy Statement
   8

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proposal 1 — Election of directors

Professional skills and qualifications: When considering the skills and backgrounds desirable in future Board members, the Governance Committee identifies the professional experience and skill sets represented on the Board and compares them to the set of skills that the Committee believes is important to have represented among the directors at any given time in light of the company’s current strategy, risks and opportunities. Any gaps become focus areas for director search efforts.
The Governance Committee has identified certain skills, experiences and professional qualifications that are important to be represented on the Board for strong collective oversight of the company’s business and strategy. These skills and qualifications, along with the number of our nominees who possess them and the ways these experiences contribute to the Board’s collective oversight of the development and execution of the company’s strategy, are as follows:
Skill or qualification
#
Criteria
Link to strategy
Chief executive experience
7
Are current or former CEOs of publicly held or large private corporations Have experience overseeing senior leadership, finance, marketing and execution of corporate strategy from both a management and a board perspective
Financial reporting and accounting
7
Have specialized financial reporting qualifications, such as experience as a CPA or as the CFO of a large corporation Are particularly well suited to overseeing the quality and integrity of our company’s financial statements
Corporate governance
6
Have significant experience serving on and leading the boards of other large corporations and/or professional experience in the corporate governance field Help our Board fulfill its oversight function effectively
Financial services industry expertise
4
Have executive-level experience in the financial services industry Possess deep knowledge of the business challenges and opportunities facing our company
Risk management
4
Have specific risk-management expertise, gained through leadership at either a critical infrastructure company or a financial services institution Are particularly adept at identifying and assessing the varied risks facing our company as a large financial institution
Customer experience
3
Have executive-level experience in a consumer-focused industry other than financial services Provide insight into how our company interacts with retail customers
Technological transformation
3
Have executive-level experience in an industry driving technological change Contribute expertise regarding product innovation and evolving customer expectations
Other regulated industry expertise
2
Have executive-level experience in a regulated industry other than financial services Provide a valuable perspective on how an extensive regulatory framework intersects with strategic and operational planning
Community leadership
1
Has significant professional leadership experience in community service organizations and/or in public policy roles Provides perspective on our company’s connections to the communities it serves and responsible business practices
 
9   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proposal 1 — Election of directors

Personal qualities: The Governance Committee will only consider individuals as candidates for director who possess the highest personal and professional ethics and integrity, and who are committed to representing the long-term interests of all our shareholders. Directors must be able to work in a collegial manner with persons of different education, business and cultural backgrounds.

Diversity: Our Governance Committee regularly reviews the composition of the Board in light of the backgrounds, industries, skills, professional experience, geographic communities, gender, race, ethnicity and other personal qualities and attributes represented by our current members. The Governance Committee incorporates this broad view of diversity into its director nomination process and is committed to ensuring that the Board’s composition as a whole appropriately reflects the current and anticipated needs of the Board and our company. The Governance Committee actively seeks women and people of color as candidates in every search effort.

Capacity: Serving on the board of a large financial institution requires a significant commitment of time and energy, and directors must be willing and able to devote sufficient attention to carrying out their duties and responsibilities effectively. The Governance Committee will consider the professional and other demands placed on candidates, including service on the boards of other public or private companies. Unless the Board determines that a director’s service to our company would not be impaired, a director may not serve on more than three other boards of public companies in addition to our Board, and a director who serves as the CEO of a public company may not serve on more than two other boards of public companies in addition to our Board.

Tenure and refreshment: Our Governance Committee believes that it is important to maintain a balance of tenure on the Board to benefit from the business, industry and governance experience of longer-serving directors and the fresh perspectives contributed by new directors, while recognizing the value of continuity as Board composition changes. Our Governance Committee aims to have a measured rate of Board refreshment.

Retirement and other considerations for incumbent directors: In addition to the factors stated above, the Governance Committee will evaluate any director’s continued service on the Board for appropriateness in each of the following circumstances: the director has a change in employment or other major responsibilities, an employee director ceases to be a company employee, and the director has reached the age of 72 since the last meeting of shareholders at which the director was elected.
2022 nominees for director
Each of the director nominees named below has agreed to serve as a director if elected. Proxies may not be voted for more than 12 nominees. If, for any reason, any nominee becomes unable to serve before the election, the persons named as proxies will vote your shares for a substitute nominee selected by the Board of Directors. Alternatively, the Board of Directors may choose to reduce the number of directors that are nominated for election. In addition, as described below under “Majority Vote Standard for Election of Directors,” each of the nominees has tendered his or her contingent resignation as a director in accordance with our Corporate Governance Guidelines, to be effective if he or she fails to receive a majority of the votes cast in an uncontested election and the Board accepts the tendered resignation.
 
U.S. Bancorp 2022 Proxy Statement
   10

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proposal 1 — Election of directors
Included below is certain information that the director nominees have provided about themselves, as well as additional information that the Board considered in nominating them.
[MISSING IMAGE: ph_warnbax-bw.jpg]
Warner L. Baxter
Director since 2015
Committees

Audit

Compensation and Human Resources
Business experience: Mr. Baxter, 60, is the Executive Chairman and Former Chairman, President and Chief Executive Officer of Ameren Corporation, a regulated electric and gas utility company serving customers in Missouri and Illinois. He has served as the Executive Chairman since January 2022. Prior to his current role, Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Corporation from 2014 to January 2022. Mr. Baxter also serves as the Vice Chairman of the Edison Electric Institution, an association representing all U.S. investor-owned electric companies. He has served in this role since 2020. Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Missouri from 2009 to 2014 and as Executive Vice President and Chief Financial Officer of Ameren Corporation from 2003 to 2009.
Other public company directorships:

Ameren Corporation since 2014 (Executive Chairman)
Skills and qualifications:

Chief executive experience: Mr. Baxter’s experience as a recent CEO of a Fortune 500 company provides valuable leadership insight to the Board.

Corporate governance: Mr. Baxter has gained significant corporate governance expertise through his service as the Executive Chairman and Chairman of a large public company.

Financial reporting and accounting: Through his past experience as the CFO and Controller of a large publicly traded company, Mr. Baxter brings extensive financial reporting and accounting expertise to our Board.

Other regulated industry expertise: As the recent President and CEO of a company in a highly regulated industry, Mr. Baxter provides valuable perspective on regulatory and business challenges facing our company.

Risk management: As the recent President and CEO of a company in a critical infrastructure industry, Mr. Baxter brings valuable risk management expertise to our Board of Directors.
   
   
[MISSING IMAGE: ph_dorothybridges-bw.jpg]
Dorothy J. Bridges
Director since 2018
Committees

Chair, Public Responsibility

Risk Management

Executive
Business experience: Ms. Bridges, 66, is the former Senior Vice President of Public Affairs, Outreach and Community Development of the Federal Reserve Bank of Minneapolis, one of the twelve regional banks in the Federal Reserve System. She served as Senior Vice President from July 2011 until June 2018. Prior to joining the Federal Reserve Bank of Minneapolis, Ms. Bridges served as the President and Chief Executive Officer of City First Bank, a commercial bank providing financial services in low- and moderate-income communities, from 2008 until July 2011, and as President and Chief Executive Officer of Franklin National Bank, a Minneapolis commercial bank, from 1999 to 2008.
Skills and qualifications:

Community leadership: Through her experience as the senior leader in charge of public affairs, outreach and community development, and as the CEO of a commercial bank focusing on low- and moderate-income communities, Ms. Bridges brings to our Board expertise in understanding the financial needs of the individuals living in the communities we serve.

Financial services industry expertise: Ms. Bridges’s extensive experience in the banking industry, as a senior leader of a reserve bank and as the CEO of two commercial banks, gives her valuable industry and regulatory oversight expertise.
 
11   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proposal 1 — Election of directors
[MISSING IMAGE: ph_elizabethbuse-bw.jpg]
Elizabeth L. Buse
Director since 2018
Committees

Audit

Capital Planning
Business experience: Ms. Buse, 61, is the former Chief Executive Officer of Monitise plc, a global mobile banking and payments company based in the United Kingdom. She served as Co-Chief Executive Officer and Chief Executive Officer of Monitise during 2014 and 2015, after retiring from Visa, Inc., a leading payment network, as Executive Vice President of Global Services, a position she held from 2013 to 2014. Ms. Buse held various senior leadership positions at Visa prior to that time, including Group President for Asia-Pacific, Central Europe, Middle East and Africa from 2010 to 2013.
Other public company directorships:

F5, Inc. since 2020

Travelport Worldwide Ltd. from 2014 to 2019
Skills and qualifications:

Financial services industry expertise: As the former CEO of Monitise and as a director for several public and private financial services technology companies, Ms. Buse gained broad financial industry expertise that is particularly relevant to our Board.
   
   
[MISSING IMAGE: ph_andrew-bw.jpg]
Andrew Cecere
Director since 2017
Committees

Capital Planning

Risk Management

Chair, Executive
Business experience: Mr. Cecere, 61, is the Chairman, President and Chief Executive Officer of U.S. Bancorp. He has served in this position since April 2018. He served as President and Chief Executive Officer from April 2017 to April 2018, as well as President and Chief Operating Officer from January 2016 to April 2017, after having served as Vice Chairman and Chief Operating Officer from January 2015 until January 2016. From February 2007 until January 2015, Mr. Cecere served as U.S. Bancorp’s Vice Chairman and Chief Financial Officer, after having served as Vice Chairman, Wealth Management and Investment Services of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. Previously, he had served as an executive officer of U.S. Bancorp before its merger with Firstar, including as Chief Financial Officer from May 2000 through February 2001.
Other public company directorships:

Donaldson Company, Inc. from 2013 to 2021
Skills and qualifications:

Chief executive experience: As CEO of U.S. Bancorp, Mr. Cecere brings to all Board discussions and deliberations deep knowledge of our company and its business.

Financial reporting and accounting: Through his service on the audit committee of a public company, as well as his past experience as CFO of U.S. Bancorp, Mr. Cecere brings valuable financial reporting and accounting expertise to our Board.

Financial services industry expertise: Mr. Cecere has deep expertise in the financial services industry, gained through a career of more than 35 years at U.S. Bancorp.

Risk management: Mr. Cecere brings to our Board valuable risk management expertise gained through his work as CFO, Chief Operating Officer, and then CEO of U.S. Bancorp during the challenging regulatory and market environment of recent years.
 
U.S. Bancorp 2022 Proxy Statement
   12

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proposal 1 — Election of directors
[MISSING IMAGE: ph_kimberlynellisontaylo-pn.jpg]
Kimberly N. Ellison-Taylor
Director since 2021
Committees

Audit

Public Responsibility
Business experience: Ms. Ellison-Taylor, 51, is the Founder and Chief Executive Officer of KET Solutions, LLC, a consulting firm focused on business growth, innovation, strategy, transformation and inclusive leadership. She has served in this capacity since April 2021. Ms. Ellison-Taylor served as the Executive Director of Finance Thought Leadership of Oracle Corporation, a Fortune 100 company that provides products and services for enterprise information technology environments, from April 2019 to April 2021. Ms. Ellison-Taylor served as the Global Strategy Leader in the Cloud Business Group of Oracle from September 2018 to March 2019 and as the Global Strategy Director in the Financial Services Industry Group of Oracle from July 2015 until September 2018. From 2016 to 2018, she also served as the chairman of the American Institute of CPAs, the world’s largest member association representing the accounting profession. Prior to joining Oracle in 2004, she held roles at KPMG and served as the Chief Information Technology Officer for Prince George’s County Government in Maryland.
Other public company directorships:

EverCommerce Inc. since 2021 (Audit Committee)
Skills and qualifications:

Financial reporting and accounting: Ms. Ellison-Taylor’s experience as a CPA and former chairman of the American Institute of CPAs provides valuable financial reporting and accounting expertise to our Board.

Technological transformation: Through her past experiences at a company providing innovative technology products and services, her experience as a Chief Information Technology Officer, her current roles consulting on innovation and transformation and teaching Emerging Technologies and Innovation at Carnegie Mellon University, Ms. Ellison-Taylor brings to our Board vast expertise of innovative technology that is particularly relevant to our company.
   
   
[MISSING IMAGE: ph_kimberlyharris-bw.jpg]
Kimberly J. Harris
Director since 2014
Committees

Chair, Governance

Capital Planning

Executive
Business experience: Ms. Harris, 57, is the retired President and Chief Executive Officer of Puget Energy, Inc., an energy services holding company, and its subsidiary Puget Sound Energy, Inc., a utility company providing electric and natural gas service in the northwest United States. She served in these positions from March 2011 until her retirement in January 2020. Ms. Harris served as President of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief Resource Officer from May 2007 until July 2010.
Other public company directorships:

American Water Works Company, Inc. since 2019 (Executive Development and Compensation, and Safety, Environmental, Technology and Operations Committees)

Puget Energy, Inc. and Puget Sound Energy, Inc. from 2011 to 2020
Skills and qualifications:

Chief executive experience: Ms. Harris’s experience as a CEO provides valuable leadership perspective to our Board gained by leading a large company through challenging economic and regulatory environments.

Other regulated industry expertise: Ms. Harris’s experience as the leader of a company in a heavily regulated industry gives her valuable expertise in managing a complex business in the context of an extensive regulatory regime.

Risk management: As the recently retired President and CEO of a company in a critical infrastructure industry, Ms. Harris brings valuable risk management experience to our Board.
 
13   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proposal 1 — Election of directors
[MISSING IMAGE: ph_rolandaherna-bw.jpg]
Roland A. Hernandez
Director since 2012
Committees

Chair, Capital Planning

Governance

Executive
Business experience: Mr. Hernandez, 64, is the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since January 2001. Mr. Hernandez served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000 and as President and Chief Executive Officer from 1995 to 2000.
Other public company directorships:

Fox Corporation since 2019 (Audit Committee Chair; Nominating and Corporate Governance Committee)

Take-Two Interactive Software, Inc. since 2019 (Compensation Committee)

Belmond Ltd. (formerly Orient Express Hotels Ltd.) from 2013 to 2019

Vail Resorts, Inc. from 2002 to 2019

MGM Resorts International from 2002 to 2021
Skills and qualifications:

Chief executive experience: Mr. Hernandez’s experience as a former CEO of Telemundo provides valuable leadership insight to the Board.

Corporate governance: Through his past experience as the Chairman or Lead Director of several public companies, Mr. Hernandez brings to our Board significant expertise in corporate governance issues and practices.

Customer experience: Mr. Hernandez brings deep expertise of customer expectations to our Board, gained through his prior experience as the leader of a consumer-focused company.

Financial reporting and accounting: With his extensive past and current experience on the audit committees of the boards of public companies, Mr. Hernandez brings broad financial reporting and accounting expertise to our Board.
   
   
[MISSING IMAGE: ph_kirtley-bw.jpg]
Olivia F. Kirtley
Director since 2006
Lead Director
Committees

Compensation and Human Resources

Governance

Executive
Business experience: Ms. Kirtley, 71, a Certified Public Accountant and Chartered Global Management Accountant, has served as a business consultant on strategic, risk and corporate governance issues since 2000. She also served as the President of the International Federation of Accountants (IFAC), the global organization for the accountancy profession, which facilitates the establishment of international auditing, ethics and education standards, from 2014 to 2016, and as Deputy President of IFAC from 2012 to 2014. Prior to 2000, she served as a senior manager at a predecessor to accounting firm Ernst & Young LLP, and as Treasurer, Vice President and Chief Financial Officer at Vermont American Corporation.
Other public company directorships:

Papa John’s International, Inc. since 2003 (Audit Committee)

Randgold Resources Ltd. from 2017 to 2019
Skills and qualifications:

Corporate governance: Ms. Kirtley brings to our Board a deep understanding of a wide range of current governance issues gained by her work as a corporate governance consultant and a faculty member of The Conference Board Directors’ Institute.

Financial reporting and accounting: Ms. Kirtley gained extensive audit, financial reporting, and risk management experience as the CFO of an international company, as a CPA at a large international accounting firm and through her service as President of IFAC.
 
U.S. Bancorp 2022 Proxy Statement
   14

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Proposal 1 — Election of directors
[MISSING IMAGE: ph_richardpmckenney-4clr.jpg]
Richard P. McKenney
Director since 2017
Committees

Chair, Risk Management

Governance

Executive
Business experience: Mr. McKenney, 53, is the President and Chief Executive Officer of Unum Group, a workplace financial protection benefits company. He has served as President since April 2015 and as Chief Executive Officer since May 2015. Mr. McKenney served as Executive Vice President and Chief Financial Officer of Unum from 2009 to 2015. Prior to joining Unum in 2009, he served as Executive Vice President and Chief Financial Officer at Sun Life Financial, Inc., an international financial services company, from 2006 to 2009.
Other public company directorships:

Unum Group since 2015
Skills and qualifications:

Chief executive experience: Mr. McKenney’s experience as a current CEO provides valuable expertise to our Board gained by leading a large company through the current economic and regulatory environment.

Corporate governance: As the current President, CEO and board member of a public company, Mr. McKenney has gained significant corporate governance expertise that is valuable to our Board.

Financial reporting and accounting: Through his past experience as CFO of several companies, Mr. McKenney brings extensive financial reporting and accounting expertise to our Board.

Financial services industry expertise: As the current President and CEO of a financial services company, Mr. McKenney brings to our Board discussions expertise in managing the business environment facing financial services companies.

Risk management: Through his experience as the leader of a financial services company, Mr. McKenney brings experience identifying, assessing and managing risk exposures of large, complex financial firms.
   
   
[MISSING IMAGE: ph_yusufmehdi-bw.jpg]
Yusuf I. Mehdi
Director since 2018
Committees

Public Responsibility

Risk Management
Business experience: Mr. Mehdi, 55, is the Corporate Vice President of the Modern Life and Devices Group of Microsoft Corporation, a multinational technology company. The Modern Life and Devices Group operates the Windows, Surface, Office, and Bing businesses of Microsoft. He has served in this position since June 2018. From 2015 to June 2018, he served as Corporate Vice President of the Windows and Devices Group and from 2011 to 2015 as the Corporate Vice President and Chief Marketing and Strategy Officer of the Interactive Entertainment Division, which operated Microsoft’s Xbox business. Mr. Mehdi joined Microsoft in 1992 and held various leadership positions within the company prior to being named Senior Vice President of Microsoft’s Online Services Division in 2001.
Skills and qualifications:

Customer experience: Mr. Mehdi’s role driving customer experience at a large multinational company brings valuable retail and online business expertise to our Board.

Technological transformation: Mr. Mehdi’s significant experience in an industry that must adapt in real time to rapid changes in technology and customer expectations is a valuable resource in executing U.S. Bancorp’s corporate strategy.
 
15   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Proposal 1 — Election of directors
[MISSING IMAGE: ph_johawiehoff-bw.jpg]
John P. Wiehoff
Director since 2020
Committees

Public Responsibility

Risk Management
Business Experience: Mr. Wiehoff, 60, is the retired Chairman and Chief Executive Officer of C.H. Robinson Worldwide, Inc., a multimodal transportation services and third-party logistics company. He served as Chairman from 2006 to 2020. He also served as President from 1999 to 2019 and as Chief Executive Officer from 2002 to 2019. Prior to 1999, Mr. Wiehoff served in various senior leadership roles at C.H. Robinson starting in 1992 and began his career at Andersen Worldwide LLP with several different positions, including audit manager.
Other public company directorships:

Donaldson Company, Inc. since 2003 (Audit Committee Chair)

Polaris Industries, Inc. since 2007 (Chairman; Corporate Governance and Nominating Committee Chair; Compensation Committee)

C.H. Robinson Worldwide, Inc. from 2002 to 2020
Skills and qualifications:

Chief executive experience: Mr. Wiehoff’s experience as the CEO of a Fortune 500 company gives him valuable leadership and business expertise.

Corporate governance: Mr. Wiehoff’s experience as the Chairman of a public company and on the governance committee of a different public company provides valuable corporate governance expertise to our Board.

Financial reporting and accounting: Mr. Wiehoff gained broad financial reporting and accounting expertise through his experience as an audit manager for a large accounting firm.

Technological transformation: Through his experience as the leader at a logistics company, Mr. Wiehoff provides extensive expertise to our Board in executing strategy around technological transformation.
   
   
[MISSING IMAGE: ph_wine-bw.jpg]
Scott W. Wine
Director since 2014
Committees

Chair, Compensation and Human Resources

Audit

Executive
Business experience: Mr. Wine, 54, is the Chief Executive Officer of CNH Industrial N.V., a global leader in capital goods including agricultural and construction equipment, trucks, and commercial vehicles. He has served in this position since January 2021. Prior to joining CNH Industrial, he served as the Chairman and Chief Executive Officer of Polaris Industries Inc., a worldwide manufacturer and marketer of innovative high-performance motorized products. He served as Chairman from 2013 to 2021, and Chief Executive Officer from 2008 to 2021.
Other public company directorships:

CNH Industrial N.V. since 2021

Polaris Industries Inc. from 2008 to 2020

Terex Corporation from 2011 to 2020
Skills and qualifications:

Chief executive experience: Mr. Wine’s experience as the CEO of a large international manufacturing company gives him broad and valuable experience in a business focused on growing operations within domestic and overseas markets.

Corporate governance: Through his prior experience as the Chairman of a public company, Mr. Wine provides corporate governance expertise to our Board.

Customer experience: Mr. Wine contributes to our Board a current perspective on retail business gained from his leadership of a consumer-focused company.
[MISSING IMAGE: tm2025328d69-icon_cheboxpn.jpg]
FOR
The Board of Directors recommends a vote “FOR” election of the 12 director nominees to serve until the next annual meeting and the election of their successors.
 
U.S. Bancorp 2022 Proxy Statement
   16

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Corporate governance
Corporate governance
Our Board of Directors and management are dedicated to exemplary corporate governance. Good corporate governance is vital to our continued success. Our Board of Directors has adopted Corporate Governance Guidelines to provide a corporate governance framework for our directors and management to effectively pursue our objectives for the benefit of our shareholders. The Board reviews and updates these guidelines and the charters of the Board committees at least annually in response to evolving best practices and business needs, as well as the results of annual Board and committee evaluations. Our Corporate Governance Guidelines can be found at usbank.com by clicking on “About us”, “Investor relations”, “Corporate Governance” and then “Governance documents.”
Director independence
Our Board of Directors has determined that each of the following directors, comprising all of our current non-employee directors, has no material relationship with U.S. Bancorp and is independent: Warner L. Baxter, Dorothy J. Bridges, Elizabeth L. Buse, Kimberly N. Ellison-Taylor, Kimberly J. Harris, Roland A. Hernandez, Olivia F. Kirtley, Karen S. Lynch, Richard P. McKenney, Yusuf I. Mehdi, John P. Wiehoff and Scott W. Wine. Andrew Cecere is not independent because he is an executive officer of U.S. Bancorp.
Our Board has adopted a set of standards in our Corporate Governance Guidelines to assist it in assessing the independence of each of our non-employee directors. A director of U.S. Bancorp who meets the independence qualifications of the New York Stock Exchange (the NYSE) listing standards may be deemed “independent” by the Board of Directors after consideration of the relationships between U.S. Bancorp or any of its affiliates and the director or any of his or her immediate family members or other related parties. Our Board deems the following relationships to be categorically immaterial such that they will not, by themselves, affect an independence determination:

a relationship between our company and an organization of which the director or a member of his or her immediate family is an executive officer if that role does not constitute that person’s principal occupation;

an ordinary banking relationship for services readily available from other large financial institutions;

employment by our company of a member of the director’s immediate family if that person’s annual compensation does not exceed $120,000; and

a relationship between our company and an organization with which the director or a member of his or her immediate family is affiliated if  (a) the relationship arises in the ordinary course of both parties’ operations and (b) the aggregate annual amount involved does not exceed $120,000.
The only relationships between U.S. Bancorp and our directors or the directors’ related interests that were considered by the Board when assessing the independence of our non-employee directors are the relationships between U.S. Bancorp and each of Microsoft Corporation, a corporation with which our director Yusuf I. Mehdi is affiliated, and Oracle Corporation, a corporation with which our director Kimberly N. Ellison-Taylor was affiliated during part of 2021.
The Board determined that these relationships, which are described later in this proxy statement under the heading “Related Person Transactions,” do not or did not impair Mr. Mehdi’s or Ms. Ellison-Taylor’s independence. This determination was based on the Board’s conclusion that the amounts involved in transactions between U.S. Bancorp and Microsoft or Oracle, as the case may be, are immaterial to Microsoft’s and Oracle’s gross revenues, respectively, and that the relationships had no unique characteristics that could influence Mr. Mehdi’s or Ms. Ellison-Taylor’s impartial judgment as a director of U.S. Bancorp.
 
17   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Corporate governance
Board leadership structure
Board leadership policies and practices
Our Board believes that a strong, independent Board of Directors is critical to effective oversight of management. The Board carefully considers the important issue of the best independent leadership structure for the Board, and maintains a flexible policy regarding the issue of whether the position of Chairman should be held by an independent director. At least annually, the Board reviews the Board’s and company’s needs and the leadership attributes of its directors and executives to determine whether our company is best served at that particular time by having the CEO or another director hold the position of Chairman.
In order to provide strong independent Board leadership when the position of Chairman is not held by an independent director, the independent directors elect a Lead Director with the substantial leadership responsibilities detailed below. The Lead Director is elected annually upon the recommendation of the Governance Committee, with the expectation that he or she will generally serve three, and may serve up to five, consecutive terms.
In addition to strong independent leadership of the full Board, each of the Audit Committee, Governance Committee, and Compensation and Human Resources Committee is composed solely of independent directors. Independent directors, therefore, oversee critical, risk-sensitive matters such as the quality and integrity of our financial statements; the compensation of our executive officers, including the CEO; the nomination of directors; and the evaluation of the Board, its committees, and its members. Each of the remaining committees, aside from the Executive Committee, is chaired by an independent director. The full Board and each of its committees meet in executive session on a regular basis.
Current leadership structure
Andrew Cecere, our President and Chief Executive Officer, became Chairman of the Board on the date of the 2018 annual meeting. Olivia F. Kirtley has served as the Board’s independent Lead Director since our 2020 annual meeting.
Chairman
The independent directors believe that Mr. Cecere is the member of the Board best suited to contribute to long-term shareholder value by serving as Chairman because he has the knowledge, expertise and experience to understand and clearly articulate to the Board the opportunities and risks facing our company and to lead discussions on important matters affecting our business.
Role of Chairman
When the Chairman is also the CEO, that person’s primary responsibilities as Chairman are as follows:

set Board meeting agendas in collaboration with the Lead Director, who has final approval authority over them;

preside at Board meetings, guiding discussion and ensuring that decisions are made;

ensure that the Board is provided with full information on our company and its industry;

set shareholder meeting agendas, subject to approval by the Board, and preside at meetings of the shareholders; and

chair the Board’s Executive Committee.
Lead Director
Ms. Kirtley brings deep business and board leadership experience to her role as Lead Director of our Board. As a corporate governance consultant and faculty member of The Conference Board Directors’ Institute, she has a particular strength in understanding current corporate governance issues. She has served as Chair of the Audit and Risk Management Committees, and she is currently a member of the Compensation and Human Resources, Governance and Executive Committees.
 
U.S. Bancorp 2022 Proxy Statement
   18

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Corporate governance
Role of Lead Director
The independent directors entrust the Lead Director with the following responsibilities and authority:

Board leadership

lead executive sessions of the Board’s independent or non-management directors, and preside at any session of the Board where the Chairman is not present;

have authority to call special Board meetings or special meetings of the independent directors;

Board culture

act as a regular communication channel between the independent directors and the CEO, providing advice and feedback from the Board;

act as a “sounding board” and advisor to the CEO;

interview all Board candidates and make recommendations to the Governance Committee;

Board performance

advise the CEO on the Board’s information needs, including recommendations for Board meeting topics that reflect consultation with the other non-management directors, advice on Board communications to address various matters that may arise between Board meetings, and approval of the Board meeting agendas;

review Board meeting schedules to ensure there is sufficient time for discussion of all agenda items;

approve, on behalf of the Board, the retention of consultants who report directly to the Board;

promote the efficient and effective performance and functioning of the Board by facilitating corporate governance best practices and compliance with our Company’s Corporate Governance Guidelines;

advise the independent Board committee chairs in fulfilling their designated roles and responsibilities to the Board;

Shareholders and other stakeholders

review communications from shareholders and other stakeholders that are addressed to the full Board or to the Lead Director;

as appropriate, be the representative of the independent directors in discussions with our major shareholders regarding their concerns and expectations, and with other key stakeholders at the request of the Board; and

communicate with our banking regulators, at their request, regarding the Board’s oversight of management and our company.
Board meetings and committees
The Board of Directors conducts its business through meetings of the Board and the following standing committees: Audit, Capital Planning, Compensation and Human Resources, Governance, Public Responsibility, Risk Management, and Executive. The standing committees report on their deliberations and actions at each full Board meeting. Each of the standing committees has the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist the committee in its work. Each of the standing committees has adopted and operates under a written charter.
The independent directors meet in executive session (without the CEO or any other member of management present) at the end of each regularly scheduled Board meeting and may also meet in executive session at any other time. The Lead Director presides over these executive sessions. During each committee meeting, the committees have the opportunity to hold executive sessions without members of management present.
The Board of Directors held eleven meetings during 2021. Each director attended at least 75% of the total meetings of the Board and Board committees on which he or she served during the year. The average attendance rate of all directors at Board and Board committee meetings in 2021 was 98%. Directors are expected to attend all meetings of shareholders. All directors serving at the time attended the 2021 annual meeting.
 
19   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Corporate governance
Committee responsibilities
The charter of each of our standing committees fully describes that committee’s responsibilities. These charters can be found on our website at usbank.com by clicking on “About us”, “Investor relations”, “Corporate Governance” and then “Board committees,” and then clicking on the name of the applicable committee. The following summary highlights the committees’ key areas of oversight.
Committee
Primary responsibilities and membership
Audit
Held 9 meetings during 2021

Assisting the Board of Directors in overseeing the quality and integrity of our financial statements and the adequacy and reliability of disclosures to shareholders and bank regulatory agencies, including matters related to accounting, financial reporting and internal controls; our compliance with legal and regulatory requirements; and the qualifications, performance and independence of our independent external auditor;

appointing, compensating, retaining and overseeing the work of the independent auditor;

reviewing the effectiveness of systems that implement our company’s ethics guidelines; and

overseeing the internal audit function and approving the appointment, evaluation and compensation of the Chief Audit Executive.
Current members: Karen S. Lynch (Chair), Warner L. Baxter, Elizabeth L. Buse, Kimberly N. Ellison-Taylor and Scott W. Wine
Audit committee financial experts: Karen S. Lynch, Warner L. Baxter, Kimberly N. Ellison-Taylor and Scott W. Wine
Capital Planning
Held 7 meetings during 2021

Overseeing the capital planning and capital management processes and actions, including stress testing processes, scenarios and results;

reviewing the Comprehensive Capital Analysis and Review submission to the Federal Reserve Board;

monitoring our company’s capital adequacy;

reviewing our company’s resolution plan and, if triggered, approving our recovery strategy; and

reviewing and approving the issuance or repurchase of equity or debt securities and other significant financial transactions related to our company’s capital management strategy.
Current members: Roland A. Hernandez (Chair), Elizabeth L. Buse, Andrew Cecere and Kimberly J. Harris
Compensation and Human Resources
Held 6 meetings during 2021

Discharging the Board’s responsibilities relating to our compensation programs and employee benefit plans, including reviewing and approving our executive officers’ compensation;

overseeing our human capital strategy and talent management program, including recruitment, evaluations and development activities;

overseeing and reviewing the results of our employee diversity, equity and inclusion initiatives;

recommending to the Board for approval all equity-based incentive plans;

recommending to the independent directors for approval the compensation program for our non-employee directors;

evaluating and discussing with the appropriate officers of our company the incentives for risk taking contained in our incentive compensation plans and programs and satisfying itself that they are consistent with the safety and soundness of our company and with applicable law, regulation and guidance; and

evaluating the CEO’s performance in light of approved goals and objectives and overseeing succession planning for executive officers other than our CEO.
Current members: Scott W. Wine (Chair), Warner L. Baxter, Olivia F. Kirtley and Karen S. Lynch
 
U.S. Bancorp 2022 Proxy Statement
   20

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Corporate governance
Committee
Primary responsibilities and membership
Governance
Held 5 meetings during 2021

Discharging the Board’s responsibilities relating to corporate governance matters, including developing and recommending to the Board a set of corporate governance guidelines;

evaluating and making recommendations to the Board with respect to the size, composition and leadership of the Board and its committees, including identifying and recommending to the Board individuals qualified to become directors;

overseeing succession planning for our CEO;

evaluating related person transactions;

conducting an annual performance evaluation of the Board, its committees and its members;

overseeing our engagement with and disclosure to shareholders and other interested parties concerning corporate governance and environmental and social matters; and

making recommendations to the Board regarding any shareholder proposals.
Current members: Kimberly J. Harris (Chair), Roland A. Hernandez, Olivia F. Kirtley and Richard P. McKenney
Public Responsibility
Held 4 meetings during 2021

Overseeing our management of reputation risk and reviewing our company’s reputation, culture and brand management activities;

reviewing and considering our position and practices on matters of public interest and public responsibility and similar social issues involving our relationship with the community at large;

reviewing our community reinvestment and fair and responsible banking activities and performance;

reviewing public policy matters that impact our company’s business activity, financial performance or reputation;

reviewing policies and procedures for corporate political contributions;

overseeing our policies and programs related to corporate responsibility matters;

overseeing our environmental, social and governance strategy; and

reviewing our diversity, equity and inclusion strategy and progress against goals.
Current members: Dorothy J. Bridges (Chair), Kimberly N. Ellison-Taylor, Yusuf I. Mehdi and John P. Wiehoff
Risk Management
Held 6 meetings during 2021

Overseeing our overall risk management function, which governs the management of credit, interest rate, liquidity, market, operational, compliance (including Bank Secrecy Act/anti-money laundering), strategic and reputation risk, as well as other risks faced by our company, including cybersecurity and climate risk;

reviewing and approving our company’s Risk Management Framework and Risk Appetite Statement;

monitoring our company’s risk profile relative to its risk appetite and compliance with risk limits;

reviewing quarterly reports on regulatory examination results and management’s actions and timing to remediate issues and reviewing summary and trending reports on open audit, second and first line self-identified issues;

approving the appointment, evaluation and compensation of the Chief Risk Officer; and

reviewing and evaluating significant capital expenditures and potential mergers and acquisitions.
Current members Richard P. McKenney (Chair), Dorothy J. Bridges, Andrew Cecere, Yusuf I. Mehdi and John P. Wiehoff
Executive
Held 0 meetings during 2021

The Executive Committee has authority to exercise all powers of the Board of Directors, as permitted by law and our bylaws, between regularly scheduled Board meetings.
Current members: Andrew Cecere (Chair), Dorothy J. Bridges, Kimberly J. Harris, Roland A. Hernandez, Olivia F. Kirtley, Karen S. Lynch, Richard P. McKenney and Scott W. Wine
 
21   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Corporate governance
Committee member qualifications
All of the Audit Committee members meet the independence and experience requirements of the NYSE and the Securities and Exchange Commission (the SEC). As part of those requirements, our Board of Directors has determined that each member of the Audit Committee is financially literate. All of the members of the Compensation and Human Resources, Governance, and Public Responsibility Committees also meet the independence requirements of the NYSE, including, with respect to the Compensation and Human Resources Committee members, the NYSE’s independence requirements specific to members of compensation committees.
The Audit Committee charter generally prohibits Audit Committee members from serving on more than two other public company audit committees. Currently, no Audit Committee member exceeds this limitation. At all times, one or more members of our Audit Committee possess the education or experience required to qualify as an “audit committee financial expert” as defined by the SEC, and one or more members of our Risk Management Committee have experience identifying, assessing and managing the risk exposures of large, complex financial firms, in accordance with rules promulgated by the Federal Reserve Board.
Majority vote standard for election of directors
Our bylaws provide that in uncontested elections, a nominee for director will be elected to the Board if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election (votes to “ABSTAIN” have no effect on the election of a director). The voting standard for directors in a contested election is a plurality of the votes cast at the meeting.
Our Corporate Governance Guidelines provide that director nominees must submit a contingent resignation in writing to the Governance Committee, which becomes effective if the director fails to receive a sufficient number of votes for re-election at the annual meeting of shareholders and the Board accepts the resignation. The Board will nominate for election or re-election as director only candidates who have tendered such a contingent resignation.
Our Corporate Governance Guidelines further provide that if an incumbent director fails to receive the required vote for re-election, our Governance Committee will act within 90 days after certification of the shareholder vote to determine whether to accept the director’s resignation, and will submit a recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.
 
U.S. Bancorp 2022 Proxy Statement
   22

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Corporate governance
Board performance evaluations
Our Governance Committee conducts an annual assessment of the Board’s performance to determine whether the Board, its committees and its members are functioning effectively and to identify areas for growth and improvement. The annual process is as follows:
[MISSING IMAGE: tm2134246d1-tbl_evalupn.jpg]
Based on director feedback received over the last several years through this annual evaluation process and through less formal channels, including feedback provided by directors at meetings, management has adjusted the content and style of its written materials and oral presentations for committee meetings. In addition, the Governance Committee has received information about the skills and qualifications that directors would like future Board or committee members to have. Director feedback has also led to discussion of how to appropriately balance oversight responsibility for critical matters affecting our company among the Board and its committees, and how committee action is most effectively communicated to the full Board.
 
23   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Corporate governance
Director education
It is important for our directors to continually receive additional information and training that will help them to effectively oversee the management of our company. We have implemented a robust director education program that begins with in-depth training covering our industry and each of our lines of business, and that continues with special education sessions throughout the year that highlight current business, industry, regulatory and governance topics presented by internal and external experts. Directors are encouraged to attend continuing training sessions offered by outside providers on topics related to general corporate governance as well as specialized areas in risk management, audit, compensation and other matters, at the company’s expense.
Shareholder engagement
We value the views of our investors and welcome feedback from them. Our standard engagement practice is to initiate conversations with our largest investors each fall. In the fall of 2021, we reached out to our top 30 shareholders and invited them to talk to us about corporate governance, our COVID-19 response, our ESG practices, executive compensation and disclosure matters, and any other topics they wished to discuss. We also consider requests for engagement from shareholders outside of the fall outreach effort.
Management shares the feedback received from shareholders with the Governance Committee, and feedback that relates to matters that are specifically overseen by a different Board committee are also provided to those committees. The committees take the views expressed by our shareholders into consideration when making decisions. Management also considers shareholder feedback about disclosure practices when preparing our company’s public filings.
Conduct
We are deeply committed to maintaining the highest standards of ethical conduct that reflect our purpose and core values. In recognition of that commitment, for the seventh consecutive year, we were named one of the World’s Most Ethical Companies® in 2021 by the Ethisphere Institute.
Our Code of Ethics and Business Conduct, which is available on our website at usbank.com by clicking on “About us”, “Investor relations”, “Corporate Governance” and then “Governance documents”, outlines the responsibilities of every employee and director to our customers and business partners, our shareholders, our community and each other.
Succession planning and management development
A primary responsibility of the Board is planning for CEO succession, as well as overseeing succession planning for other senior management positions. The Board’s process targets the building of enhanced management depth and skills, considers continuity and stability within our company, and responds to our company’s evolving needs and changing circumstances. To achieve these goals, the executive talent development and succession planning process is integrated into the Board’s annual activities.
The Governance Committee has established a CEO succession planning process that considers the profile and skills most critical to leadership of the company, includes ongoing evaluation of a number of potential internal and external successor candidates, and addresses emergency, temporary scenarios as well as long-term succession. The CEO makes available to the Board his or her recommendations and evaluations of potential internal successors, along with a review of any development plans recommended for those individuals. The Compensation and Human Resources Committee is responsible for reviewing succession planning for executive officer positions other than the CEO.
 
U.S. Bancorp 2022 Proxy Statement
   24

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Corporate governance
Risk oversight by the Board of Directors
Board-level oversight of risk management structure
As part of its responsibility to oversee the management, business and strategy of our company, the Board of Directors has approved a Risk Management Framework that establishes governance and risk management requirements for all risk-taking activities. This framework includes company-level and business unit Risk Appetite Statements that set boundaries for the types and amount of risk that may be undertaken in pursuing business objectives and initiatives.
The Board of Directors oversees management’s performance relative to the Risk Management Framework, Risk Appetite Statements, and other policy requirements. While management is responsible for defining the various risks facing our company, formulating risk management policies and procedures, and managing risk exposures on a day-to-day basis, the Board’s responsibility is to oversee our company’s risk management processes by informing itself about our material risks and evaluating whether management has reasonable risk management and control processes in place to address those material risks.
The Board’s risk oversight responsibility is primarily carried out through its standing committees, as follows:
[MISSING IMAGE: tm2134246d1-fc_boarddirepn.jpg]
The Risk Management, Audit, and Capital Planning Committees meet annually in joint session to give each committee the opportunity to review the risk areas primarily overseen by the other, and all Board members attend this meeting to benefit from the discussion. Finally, at each meeting of the full Board of Directors, each committee gives a detailed report of the matters it discussed and conclusions it reached during its recent meetings.
 
25   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Corporate governance
Focus on cybersecurity and climate risk
The Board is very focused on the risks that cybersecurity threats and climate risk pose to our company as a major financial services institution. The Board has established a comprehensive oversight framework to address those increasing risks:

Cybersecurity risk

a Cybersecurity Oversight Subcommittee of the Risk Management Committee was formed in January 2019 to provide dedicated oversight of cybersecurity;

the Risk Management Committee receives regular reports from management on cybersecurity issues and maintains primary oversight of risks arising from the related areas of data privacy and information security;

the annual joint session of the Risk Management, Audit, and Capital Planning Committees includes a report from our company’s Chief Information Security Officer on the cybersecurity threats facing our company and our company’s preparedness to meet and respond to those threats; and

the full Board typically holds an annual cybersecurity educational session, which features the perspective of an outside expert on a current cybersecurity topic, complemented by special presentations from our company’s information security and risk management functions.

Climate risk

the company-level Risk Appetite Statement was enhanced to include climate-risk specific risk statements and related metrics;

the Risk Management Committee receives quarterly reports from management on emerging risks, including climate risk; and

the Risk Management Committee receives regular “deep-dive” climate risk updates.

To enhance reporting to our Board, a Climate Risk Executive position was created to focus on identification, measurement, monitoring and mitigation of risks associated with climate change.
Our approach to ESG
We are investing in a long-term approach to address ESG challenges through an integrated strategy. In 2021, we created an ESG Program Office to develop and manage our ESG strategy. In addition to the creation of the program office, we enhanced our governance and oversight of ESG through the creation of an ESG focused senior operating committee, dedicated to the integration of ESG activities into our business strategy.
Managing our business in an environmentally and socially sustainable manner is an important component of corporate responsibility and critical to the success of our company. Our Board and management have shown a commitment to these matters by:

launching the U.S. Bank Access Commitment, a long-term series of initiatives to address the persistent racial wealth gap and increase wealth building opportunities; and

announcing several company-wide commitments to address the impacts of climate change on our business, customers and communities, including:

setting a goal to achieve Net Zero greenhouse gas emissions (GHG) by 2050;

setting a goal to source 100% renewable electricity within our operations by 2025 and joining RE100;

setting an environmental finance goal of  $50 billion by 2030;

aligning disclosures with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations; and

joining the Partnership for Carbon Accounting Financials (PCAF), committing to measure and disclose financed emissions using PCAF standards.
 
U.S. Bancorp 2022 Proxy Statement
   26

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Corporate governance
[MISSING IMAGE: tm2134246d1-icon_accesspn.jpg]
Access to our ESG reports is provided for informational purposes only and none of the ESG reports, nor any other information included on our website, is incorporated by reference or otherwise made a part of this proxy statement.
The COVID-19 pandemic
The COVID-19 pandemic is profoundly affecting our customers, our employees and the communities we serve. At the onset of the pandemic, we activated our crisis management plans, which are tested annually under the oversight of the Board. The Board was highly engaged in overseeing management’s pandemic response, and increased its communications and interactions with management as the crisis developed and as the company adjusted its operations to provide critical financial support, through both private and government programs, to our communities.
As the crisis continues to evolve, our customers rely on us to provide essential financial services, and our employees rely on us to provide a safe working environment. The Board has continued to actively monitor management’s response to this crisis. Management and the Board of Directors will continue to actively oversee our response and the risks related to the COVID-19 pandemic.
Management-level risk structure underlying Board oversight
Each Board committee carries out its risk management responsibilities using reports from management containing information relevant to the risk areas under that committee’s oversight. The committees must therefore be confident that an appropriate risk monitoring structure is in place at the management level in order to be provided accurate and useful informational reports. The management-level risk oversight structure is robust. Our company relies on comprehensive risk management processes to identify, aggregate and measure, manage, and monitor risks. This system enables the Board of Directors to establish a mutual understanding with management of the effectiveness of our company’s risk management practices and capabilities, to review our company’s risk exposure and to elevate certain key risks for discussion at the Board level. A framework exists to account for the introduction of emerging risks or any increase in risks routinely taken, which would either be largely controlled by the risk limits in place or identified through the frequent risk reporting that occurs throughout our company.
The Executive Risk Committee, which is chaired by our Chief Risk Officer and includes the CEO and other members of the executive management team, oversees execution against the Risk Management Framework and company-level Risk Appetite Statement. The Executive Risk Committee meets monthly, and more frequently when circumstances merit, to provide executive management oversight of our Risk Management Framework, assess appropriate levels of risk exposure and actions that may be required for identified risks to be adequately mitigated, promote effective management of all risk categories, and foster the establishment and maintenance of an effective risk culture. The Executive Risk Committee members manage large, sophisticated groups within our company that are dedicated to controlling and monitoring risk to the levels deemed appropriate by the Board of Directors and executive management. These individuals, together with our company’s Controller, Treasurer and others, also provide the Board’s committees with the information the committees need and request in order to carry out their oversight responsibilities.
The Executive Risk Committee focuses on current and emerging risks, including strategic, reputational and conduct risks, directing timely and comprehensive actions. The following senior operating committees have also been established to support the work of the Executive Risk Committee, each responsible for overseeing a specified category of risk:

the Asset and Liability Management Committee ensures that the policies, guidelines and practices established to manage our funding and investment activities, interest rate risk, market risk, and liquidity risk are followed;

the Capital Management Operating Committee provides oversight of our programs related to stress testing, capital planning and capital adequacy, and resolution and recovery, as well as oversight of our compliance with capital regulation;

the Compliance Risk Management Committee provides direction regarding the management of compliance risk to our company’s business lines and risk management programs and shares institutional knowledge regarding compliance risk management and mitigation across our company;
 
27   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Corporate governance

the Disclosure Committee assists the CEO and the CFO in fulfilling their responsibilities for oversight of the accuracy and timeliness of the disclosures made by our company;

the Enterprise Financial Crimes Compliance Operating Committee is responsible for the management and implementation of our company’s enterprise financial crimes program across business lines to ensure a consistent control infrastructure and culture of compliance throughout our company;

the Enterprise IT Governance Committee oversees the distributed enterprise information technology environment and ensures that delivery of the company’s information technology services is aligned with our priorities and risk appetite;

the Executive Credit Management Group Committee ensures that products that have credit risk are supported by sound credit practices; reviews asset quality, trends, portfolio performance statistics and loss forecasts; and reviews and adjusts credit policies accordingly;

the Incentive Review Committee reviews and evaluates our company’s incentive compensation programs and policies for risk sensitivity and mitigation;

the Mergers and Acquisitions Committee is responsible for the consideration and approval of all mergers, acquisitions and divestitures by our company;

the Operational Risk Committee provides direction and oversight of our company’s operational risk management framework and corporate control programs, including cybersecurity and other significant operational risk events, and mitigation strategies;

the Strategic Investment Committee is responsible for our company’s strategic investments, including capital expenditures, corporate real estate commitments and other multi-year contractual commitments, as well as our company’s organic growth initiatives; and

the Trust Management Committee provides oversight of our fiduciary activities.
In addition, the Environmental, Social and Governance Committee is a sub-committee of the Executive Risk Committee and provides clarity, direction, accountability, and oversight of ESG topics managed as part of existing operations, programs and processes.
Our Board and management-level committees are supported by a “three lines of defense” model for establishing effective checks and balances. The first line of defense, primarily the revenue-generating business lines, manages risks in conformity with established limits and policy requirements. In turn, business leaders and their risk officers establish programs to ensure conformity with these limits and policy requirements. The second line of defense, primarily the Chief Risk Officer’s organization, but also including the policy and oversight activities of corporate support functions, translates risk appetite and strategy into actionable risk limits and policies. The second line of defense monitors the first line of defense’s compliance with limits and policies, and provides reporting and escalation of emerging risks and other concerns to senior management and the Risk Management Committee of the Board of Directors. The third line of defense, internal audit, is responsible for providing the Audit Committee and senior management with independent assessment and assurance regarding the effectiveness of our company’s governance, risk management and control processes.
 
U.S. Bancorp 2022 Proxy Statement
   28

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Certain relationships and related transactions
Certain relationships and related transactions
Review of related person transactions
The Board has adopted a written Related Person Transactions Policy for the review, evaluation and approval or ratification of transactions between our company and its related persons. “Related persons” under this policy include our directors, director nominees, executive officers, holders of more than 5% of our common stock, and their respective immediate family members. “Immediate family members” include children, stepchildren, parents, stepparents, spouses, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing the person’s household.
Except as described below, the policy requires the Governance Committee of the Board to review and evaluate and either approve or disapprove all transactions or series of transactions in which:

the amount involved will, or may be expected to, exceed $120,000 in any fiscal year;

our company is or will be a participant; and

a related person has a direct or indirect interest.
The Board has determined that the Governance Committee does not need to review or approve certain transactions even if the amount involved will exceed $120,000, including the following transactions:

lending and other financial services transactions or relationships that are in the ordinary course of business and non-preferential, and comply with applicable laws;

transactions in which the related person’s interest derives solely from his or her services as a director of, and/or his or her ownership of less than ten percent of the equity interest (other than a general partner interest) in, another corporation or organization that is a party to the transaction;

transactions in which the related person’s interest derives solely from his or her ownership of a class of equity securities of our company and all holders of that class of equity securities received the same benefit on a pro rata basis;

transactions where the rates or charges involved are determined by competitive bids, or that involve the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

employment and compensation arrangements for any executive officer and compensation arrangements for any director, provided that such arrangements have been approved by the Compensation and Human Resources Committee.
When considering whether to approve or ratify a transaction, the Governance Committee will consider facts and circumstances that it deems relevant to its determination, including:

the nature and extent of the related person’s interest in the transaction;

whether the transaction is on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with our company;

the materiality of the transaction to each party;

whether our company’s Code of Ethics and Business Conduct could be implicated, including whether the transaction would create a conflict of interest or appearance of a conflict of interest;

whether the transaction is in the best interest of our company; and

in the case of a non-employee director, whether the transaction would impair his or her independence.
No director is allowed to participate in the deliberations or vote on the approval or ratification of a transaction if that director is a related person with respect to the transaction under review. On an annual basis, the Governance Committee assesses all ongoing relationships with related persons to confirm that the transactions are still appropriate.
 
29   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Certain relationships and related transactions
Related person transactions
Lending transactions
During 2021, U.S. Bancorp and our banking and broker-dealer subsidiaries engaged in transactions in the ordinary course of business with some of our directors, executive officers and the persons that we know beneficially owned more than 5% of our common stock on December 31, 2021, and the entities with which they are associated. All loans and loan commitments and any transactions involving other financial products and services in connection with these transactions were made in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others not related to our banking and broker-dealer subsidiaries and did not involve more than the normal risk of collectability or present other unfavorable features.
Transactions with entities affiliated with directors or executive officers
Our director Kimberly Ellison-Taylor served as the Executive Director of Finance Thought Leadership for Oracle Corporation until April 2021. During 2021, we paid approximately $8 million to Oracle for software, hardware and IT technical support services, including backend database, middleware and end-user applications. Oracle’s annual revenue was approximately $40 billion for fiscal year 2021.
Our director Yusuf I. Mehdi currently serves as a Corporate Vice President of Microsoft Corporation. During 2021, we paid approximately $43 million to Microsoft for software and services in the ordinary course of business, including desktop software, server and cloud enrollment services, and support and development of products. Additionally, we have entered into a relationship with Microsoft to purchase certain cloud computing services. The relationship consists of a cloud services contract with a 6-year term and a variable payment amount based on our cloud service usage, and a 3-year implementation and migration contract with fixed costs that are tied to achievement of milestones and paid over the course of the contract. The aggregate total payments over the term of the cloud services relationship are expected to be between $200 and $300 million. No amounts were paid under these agreements in 2021. Microsoft’s annual revenue was approximately $168 billion for fiscal year 2021.
These transactions were conducted at an arm’s length in the ordinary course of business by each party to the transactions. As discussed above under the heading “Director Independence,” the Board of Directors has determined that the amounts involved in the transactions between U.S. Bancorp and Oracle or Microsoft, as the case may be, are immaterial to Oracle’s and Microsoft’s gross revenues, and that the relationships had no unique characteristics that could influence Ms. Ellison-Taylor’s or Mr. Mehdi’s impartial judgment, and that Ms. Ellison-Taylor and Mr. Mehdi are both independent directors.
 
U.S. Bancorp 2022 Proxy Statement
   30

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
Compensation discussion and analysis
This section explains how we compensated the individuals who served as our CEO or CFO for 2021 and each of our three other most highly compensated executive officers for 2021 (our named executive officers, or NEOs).
The NEOs are as follows for 2021:

Andrew Cecere, Chairman, President and Chief Executive Officer;

Terrance R. Dolan, Vice Chair and Chief Financial Officer;

Jeffry H. von Gillern, Vice Chair, Technology and Operations Services;

Shailesh M. Kotwal, Vice Chair, Payment Services; and

Gunjan Kedia, Vice Chair, Wealth Management and Investment Services.
Reference Guide
32
34
35
35
39
42
44
 
31   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
Executive compensation overview
Program structure in 2021
Our Compensation and Human Resources Committee (referred to as the Committee in this Compensation Discussion and Analysis) considers the views of our shareholders, along with industry trends and the specific strategic needs of our company, when designing our executive compensation program. The Committee considers the high support for our recent Say on Pay votes — over 94% in each of the last four years — as an endorsement from our shareholders that our executive compensation program is structured effectively. In light of this continued level of shareholder support, the Committee did not make any structural changes as a result of the 2021 Say on Pay vote. As discussed below, the Committee did make modest adjustments to certain compensation elements to ensure continued alignment of our executive compensation program with shareholder value and company performance.
2021 performance-based compensation results
Payouts for NEOs’ 2021 annual cash incentive awards ranged from 142.6% to 145.4% of their respective target amounts, based on strong earnings per share (EPS) and business line pretax income results for the year, and the PRSUs granted in 2019 were earned at 113.6% of the NEOs’ respective target amounts, based on absolute and relative return on equity (ROE) results for 2019-2021.
Corporate financial performance
In 2021, our company continued to demonstrate strong performance relative to our financial peer group in the most commonly used performance metrics for the banking industry.
[MISSING IMAGE: tm2134246d1-bc_corpopn.jpg]
U.S. Bancorp 2022 Proxy Statement
   32
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
Elements of total direct compensation
[MISSING IMAGE: tm2134246d1-pc_ceoneotpn.jpg]
Sound compensation practices
Our executive compensation program incorporates many strong governance features, including the following:
What we do
[MISSING IMAGE: tm2025328d69-icon_cheboxpn.jpg]
Significant majority of each executive officer’s compensation is at risk
[MISSING IMAGE: tm2025328d69-icon_cheboxpn.jpg]
We may cancel unvested equity awards and reduce cash incentive compensation for executives who demonstrate inadequate sensitivity to risk
[MISSING IMAGE: tm2025328d69-icon_cheboxpn.jpg]
We have a clawback policy that allows us to recoup annual cash incentive payouts attributable to incorrectly reported earnings
[MISSING IMAGE: tm2025328d69-icon_cheboxpn.jpg]
We have meaningful stock ownership and hold-until-retirement requirements
[MISSING IMAGE: tm2025328d69-icon_cheboxpn.jpg]
The Committee retains an independent compensation consultant that provides no other services to our company
What we don’t do
[MISSING IMAGE: tm2025328d69-icon_buboxpn.jpg]
Our executive officers do not have employment or change-in-control agreements
[MISSING IMAGE: tm2025328d69-icon_buboxpn.jpg]
We do not allow executive officers to hedge or pledge their company stock
[MISSING IMAGE: tm2025328d69-icon_buboxpn.jpg]
We do not have single-trigger accelerated vesting of equity awards upon a change-in-control of the company
[MISSING IMAGE: tm2025328d69-icon_buboxpn.jpg]
We do not provide tax gross-ups (except in relation to relocation expenses)
[MISSING IMAGE: tm2025328d69-icon_buboxpn.jpg]
We do not pay dividends on any PRSUs that are not earned through satisfaction of the awards’ performance metrics; dividends accrued on earned PRSUs are not paid until the awards vest
33   
U.S. Bancorp 2022 Proxy Statement
 

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
Philosophy and objectives of our executive compensation program
Compensation program objective
The Committee has structured our executive compensation program to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. The Committee achieves this objective through a compensation program that:

links a significant portion of total compensation to corporate and business line performance metrics, which we believe will create long-term shareholder value;

provides total compensation that is market competitive, permitting us to hire and retain high-caliber individuals;

emphasizes long-term, stock-based compensation, encouraging our executive officers to think and act as long-term shareholders;

subjects equity awards to multi-year performance, vesting and retention requirements that enhance executive ownership and encourage a long-term view of corporate achievement; and

encourages an appropriate sensitivity to risk on the part of senior management, which protects long-term shareholder interests.
Pay for performance
We operate in a highly complex business environment and compete with both well-established financial institutions and, increasingly, with non-banks offering products and services that traditionally were offered only by banks. Our long-term business objective is to maximize shareholder value by consistently delivering superior returns on common equity that exceed the cost of equity. If we are successful in achieving this objective, the Committee believes the results will benefit our shareholders.
Accordingly, our executive compensation program is designed to reward our executives for achieving annual and long-term financial results that further our long-term business objectives.

The annual cash incentive plan rewards performance relative to corporate EPS and business line pretax income targets established at the beginning of the fiscal year, with consideration of qualitative factors to support alignment with additional corporate priorities.

NEOs earn PRSUs based on achievement of ROE targets over a three-year period, which directly measure the return generated by the company on shareholders’ investment.

The ultimate value of both the PRSUs and RSUs earned by our NEOs is dependent on our long-term financial success as reflected in the price of U.S. Bancorp stock.
At the same time, the Committee carefully weighs the risks inherent in our executive compensation program against the goals of the program and the company’s risk appetite. Additional discussion of the risk oversight undertaken by the Committee can be found below under “Decision Making and Policies — Risk Considerations.”
Pay levels
When determining executive compensation levels each year, the Committee considers the value of each compensation element as well as the value of the total direct compensation package. Key factors that inform pay levels include the following:

a review of market data and the competitive landscape, which includes the complexity and size of U.S. Bancorp relative to its peer institutions and the comparability of an executive’s responsibilities to corresponding roles at peer institutions;

the performance, experience and expertise of the executive, including expanded scope of responsibilities when applicable;

internal pay equity within the executive officer group;

the company’s strategy and performance;

compensation actions applicable to the broader employee base; and

key talent succession planning and retention considerations.
 
U.S. Bancorp 2022 Proxy Statement
   34

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
Compensation elements
Our NEOs’ total direct compensation consists of three elements: base salary, annual cash incentive compensation, and long-term incentive compensation comprising 60% PRSUs and 40% RSUs. Each of these elements of total direct compensation is described in detail below.
NEOs are also eligible to receive health benefits under the same plans and on the same terms available to our other employees, matching contributions to their U.S. Bank 401(k) Savings Plan accounts on the same basis as our other employees, and retirement benefits that are earned over their career with the company. None of our NEOs have employment or standalone change-in-control agreements. NEOs do not receive gross-up payments for tax liabilities resulting from perquisites, except in relation to relocation expenses.
Base salary
Base salary is the only component of the NEOs’ total direct compensation that is not at risk. The Committee considers the salary of executive officers relative to comparable executives in our compensation peer group and may make market-based adjustments as it deems appropriate. Salaries can also be adjusted to reflect experience and tenure in a position, internal pay equity within the executive officer group, promotions or increased scope of responsibilities, individual performance, and retention considerations.
2021 salary actions: The Committee made no changes to the NEOs’ base salaries in 2021.
NEO
2020
base salary
2021
base salary
Andrew Cecere
$ 1,200,000 $ 1,200,000
Terrance R. Dolan
$ 725,000 $ 725,000
Jeffry H. von Gillern
$ 675,000 $ 675,000
Shailesh M. Kotwal
$ 655,000 $ 655,000
Gunjan Kedia
$ 655,000 $ 655,000
Annual cash incentive awards
How we determine our NEOs’ annual cash incentive awards
All executive officers have the opportunity to earn annual cash incentive awards that reflect their responsibility levels and reward achievement of corporate and business line goals. The awards made to our NEOs for 2021 performance were granted under our Annual Executive Incentive Plan (the AEIP).
The formula for calculating each NEO’s Annual Cash Incentive Payout consists of the following elements:

Each NEO’s Target Award Amount, which is set by the Committee as a percentage of his or her base salary (Target Award Percentage);

The Final Bonus Funding Percentage applicable to each NEO, which is calculated based on a combination of corporate EPS and business line pretax income performance and subject to a qualitative review by the Committee; and

The Committee’s assessment of each NEO’s Individual Performance and Risk Sensitivity, which can increase or decrease the value of the Bonus Funding Percentage applied to each NEO’s Target Award Amount (but in no event may individual payouts exceed 200% of an NEO’s Target Award Amount).
[MISSING IMAGE: tm2134246d1-tab_targetpn.jpg]
 
35   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
Setting the Target Award Amounts
The Target Award Amount for each executive officer — which is expressed as a percentage of the officer’s base salary — is based on the officer’s level of responsibility within the organization as well as market-based and internal pay equity considerations. The Committee considers the Target Award Amount to be an important component of total compensation that is established to provide an appropriate balance between short-term, cash-based compensation and long-term, equity-based compensation in each NEO’s total compensation package.
2021 target award actions: The Committee did not make any adjustments to the Target Award Percentages in 2021.
NEO
Target Award
Percentage
for 2020
Target Award
Percentage
for 2021
Target Award
Amount
for 2021
Andrew Cecere
265% 265% $ 3,180,000
Terrance R. Dolan
180% 180% $ 1,305,000
Jeffry H. von Gillern
160% 160% $ 1,080,000
Shailesh M. Kotwal
160% 160% $ 1,048,000
Gunjan Kedia
160% 160% $ 1,048,000
Calculating the Final Bonus Funding Percentage
The Final Bonus Funding Percentage is calculated using two evenly weighted factors:

the Corporate Result, which is based on EPS performance; and

the Business Line Result, which is based on business line pretax income performance.
The Committee believes that EPS and business line pretax income are appropriate performance metrics for the executive officers’ annual cash incentive awards for the following reasons:

EPS is a common metric used by investors to evaluate the profitability of a company, showing the earnings (net income) we make on each outstanding share of common stock;

a focus on EPS supports alignment of the interests of the executive officers with those of shareholders;

EPS captures elements of corporate performance that are beyond those of the individual operating business lines, such as corporate funding policies and the management and use of capital;

the business line pretax income targets are the fundamental drivers of the company’s revenues and income before taxes; and

the EPS and pretax income targets are aligned with annual financial plan targets, which the Board and management have assessed for achievability; accordingly, the targets provide incentives to take appropriate amounts of risk to achieve those goals.
In addition, both EPS and business line pretax income are used across the organization for cash bonus payout calculations, and using these measures in executive officer incentive award calculations supports alignment with their areas of responsibility.
Both the Corporate and Business Line Results are assessed relative to targets included in our company’s annual financial plan. The Board establishes these financial targets at the beginning of the fiscal year with the intent that they represent challenging, yet achievable, goals.
 
U.S. Bancorp 2022 Proxy Statement
   36

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
The Final Bonus Funding Percentage is calculated as follows:

Corporate Result: The percentage by which actual corporate EPS differs from the EPS target is multiplied by a leverage factor to magnify the positive or negative variation from actual results, yielding the Corporate Result. A leverage factor of two is applied to corporate achievement of EPS goals between 80% and 120% of target, and for any amount by which corporate achievement of EPS goals is less than 80% or more than 120%, the leverage factor is 1:1. Prior to 2021, a leverage factor of 4:1 was applied to the full extent to which actual results differed from target results. In 2021, the Committee adjusted the leverage factor to provide a more balanced alignment with performance, and the change in leverage applies equally both above and below target.

Business Line Result: A payout component is calculated for each of our 17 business lines based on the percentage by which the business line’s pretax income varies from target, using the same leverage factor as is applied to corporate performance. For executives with leadership responsibilities for the entire company, including Messrs. Cecere and Dolan, or for those with a corporate-wide support function, including Mr. von Gillern, the Business Line Result is based on the weighted average of the pretax income results of all the company’s business lines. For executives who lead a revenue-producing group, including Mr. Kotwal and Ms. Kedia, the Business Line Result is based on the weighted average pretax income results of the business lines within the group that the executive leads.

Each of the Corporate Result and the Business Line Result is multiplied by 50% and then added together to arrive at the Formulaic Bonus Funding Percentage for each Named Executive Officer.

The Committee performs a Qualitative Review of the Formulaic Bonus Funding Percentage, which includes a variety of broader performance factors to be considered when evaluating performance, as described below. The results of the Committee’s assessment of these additional performance factors allows the Committee to adjust the formulaic bonus calculation to create greater alignment with overall organizational performance if appropriate.
[MISSING IMAGE: tm2134246d1-fc_epsbonus4clr.jpg]
2021 Corporate Result: The Corporate Result was 150.6%, which was calculated as follows:

The target level of EPS set by the Committee for 2021 was $3.14.

The company reported EPS results of  $5.03, which the Committee adjusted downward by $0.93 for purposes of the Corporate Result to account for loan loss reserve variation and the notable items described below.

The resulting adjusted EPS value used to calculate the Corporate Result was $4.10.

The Corporate Result of 150.6% was the outcome after applying the leverage factor to the percentage difference between target and actual EPS results.
For purposes of computing the Formulaic Bonus Funding Percentage for the Corporate Result, we adjust EPS to remove the impact of any variation in our loan loss reserve build or release on an after-tax basis, while including net charge-offs to capture actual credit losses experienced. The Committee established this approach at the beginning of 2020 in connection with our adoption of the Current Expected Credit Losses (CECL) accounting standard in January 2020, which created
 
37   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
significant potential accounting volatility and uncertainty with our loan loss reserve that would be dependent upon a number of judgmental factors and economic assumptions. For 2021, this calculation resulted in a downward adjustment to reported EPS of  $0.51.
The Committee also considers whether EPS should be further adjusted from reported amounts to normalize any notable items and whether other normalizing adjustments should be made to business line pretax income results. The 2021 EPS result was adjusted downward by $0.42 to eliminate the positive impact of certain material items, including income from the accelerated timing of loan forgiveness from the government’s pandemic-relief Paycheck Protection Program, securities gains from repositioning the investment portfolio, and reductions in certain corporate-level pandemic-related liabilities as the economic environment improved, for a total EPS adjustment of  $0.93.
2021 Business Line Results: For 2021, pretax income results, inclusive of the regular adjustments described above, ranged from 98.0% to 202.6% of target performance across our company’s 17 revenue-producing business lines. These results generated Business Line Results of 96% to 200% following application of the leverage factor and the 0% floor and 200% ceiling. The weighted average Business Line Result of all the company’s business lines was 134.7%.
For the Business Line Result, pretax income includes a component for changes in the loan loss reserve driven by loan balances and changes in loan portfolio credit quality. The Committee adjusts these results so that the effect of any variation in our loan loss reserve build or release driven by such changes in loan portfolio credit quality is reduced by 50%. The Committee believes that this adjustment serves to align bonus funding with changes in credit quality while reducing some of the volatility caused by variable judgmental factors. The Committee applies these adjustments for loan loss reserve variation consistently, whether the ultimate impact is positive or negative, and believes that such adjustments maintain accountability for credit quality.
The Business Line Results were as follows for the NEOs:
NEO
Business Line Result
Andrew Cecere
Terrance R. Dolan
Jeffry H. von Gillern
134.7% (based on weighted average pretax income results for all the company’s business lines)
Shailesh M. Kotwal
140.2% (based on weighted average pretax income results for the business lines within the Payment Services group)
Gunjan Kedia
137.8% (based on weighted average pretax income results for the business lines within the Wealth Management and Investment Services group)
The Qualitative Review
In 2021, the Committee implemented a qualitative review process into the cash bonus funding determination, which allows the Committee to consider the appropriateness of and need for any adjustments to the formulaic bonus calculation to ensure greater alignment with overall organizational performance. The Qualitative Review is based on the Committee’s assessment of factors such as the company’s progress against key strategic initiatives, additional relevant financial performance metrics on an absolute or relative basis, macroeconomic environment, and considerations related to ESG matters including human capital management.
2021 Qualitative Review actions: Based on its holistic consideration of corporate performance, the Committee determined not to make any adjustments to the formulaic bonus funding outcome for 2021 based on the qualitative review.
Factoring in individual performance and risk sensitivity
The Committee considers the performance of the business lines managed by each executive officer and that executive officer’s individual performance during the year. The Committee also uses a formal “risk scorecard” assessment, which can result in downward or upward adjustments to the Bonus Funding Percentage to reflect the executives’ demonstrated sensitivity to risk.
The Committee believes that it is important to retain the ability to recognize outstanding individual performance and risk mitigation in determining Annual Cash Incentive Payouts, as well as to acknowledge circumstances where individual performance improvements are suggested or where inappropriate risk-taking behaviors have occurred. Modifications to our NEOs’ Bonus Funding Percentage based on their individual performance and risk sensitivity have been used only occasionally, however, and have historically been modest in scope.
 
U.S. Bancorp 2022 Proxy Statement
   38

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
2021 individual performance and risk sensitivity actions: The Committee determined that each NEO’s applicable Final Bonus Funding Percentage appropriately reflected that executive’s performance and contribution to the company in 2021. Accordingly, no individual performance-based modifications were made to the NEOs’ Bonus Funding Percentages. Following an analysis of the NEOs’ risk scorecard results, the Committee did not make any risk-based modifications to the NEOs’ Bonus Funding Percentages.
2021 Annual Cash Incentive Payout results: The resulting payouts made to the NEOs in March 2022 for 2021 performance under the AEIP were as follows:
[MISSING IMAGE: tm2134246d1-tbl_annupn.jpg]
Long-term incentive awards
Establishing the structure of the equity awards
Long-term, equity-based compensation represents the most significant portion of our NEOs’ total compensation package. In 2021, 69% of our CEO’s target total direct compensation and 63% of our other NEOs’ target total direct compensation (on average) consisted of equity awards. The Committee uses equity awards to align the NEOs’ interests with those of long-term shareholders.
The Committee grants equity awards to executive officers under the U.S. Bancorp 2015 Stock Incentive Plan. In 2021, 60% of the value of each executive officer’s long-term incentive award was granted in the form of PRSUs that will cliff vest (if earned) on the third anniversary of the grant date, following a three-year performance period, and 40% was granted in the form of RSUs that vest ratably over three years from the date of grant. Cash dividends on unvested PRSUs accrue during the performance period but are only paid at vesting on shares earned, if any, by the executives.
The mix of performance-based and time-based equity vehicles, with the mix more heavily weighted toward performance-based equity, is designed to motivate achievement of financial objectives while encouraging retention and stock ownership.
Setting the value of the equity awards
Each year in January, the Committee determines the dollar value of the long-term incentive awards to be granted to the executive officers, with the grants being made on a pre-determined date in February or March. In setting each year’s award amounts, the Committee considers the relative market position of the awards and the total compensation for each executive, the proportion of each executive’s total direct compensation to be delivered as a long-term incentive award, internal pay equity, executive performance and changes in responsibility, retention considerations, and corporate performance.
2021 equity value actions: The Committee increased the value of the long-term incentive awards granted to the NEOs in 2021 to align those NEOs’ total compensation more closely with the opportunities available to executives in similar roles at companies in our peer group.
 
39   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
NEO
Value of
equity awards
granted in 2020
Value of
equity awards
granted in 2021
Andrew Cecere
$ 8,600,000 $ 9,800,000
Terrance R. Dolan
$ 3,600,000 $ 4,000,000
Jeffry H. von Gillern
$ 2,750,000 $ 3,000,000
Shailesh M. Kotwal
$ 2,300,000 $ 2,800,000
Gunjan Kedia
$ 2,300,000 $ 2,800,000
Selecting the performance metrics for the PRSU awards
The number of PRSUs earned at the end of the three-year performance period is determined according to a formula that uses a comparison of our actual ROE result to target-level ROE, as well as our ROE performance relative to our peer financial institutions. ROE is used as the performance metric because:

it directly reflects the return generated by the company on our shareholders’ investment;

it encompasses profitability, efficiency, balance sheet management and financial leverage, and is among the most widely used indicators of financial performance in our industry;

achieving a high ROE requires prudent management of the tradeoffs between risk and return, requiring an appropriate balance between achieving the highest return on invested capital and managing risk within the company’s established risk tolerance levels; and

using ROE as a performance metric aligns the interests of the executives with those of long-term shareholders, because sustaining a high ROE is a primary driver of strong earnings growth and long-term valuation.
The Committee uses a performance matrix, illustrated below, that reflects both absolute and relative ROE scales to determine the final PRSU award amounts earned during the performance period. Target levels of both absolute and relative ROE are established, with maximum and minimum levels also identified. Earn-out amounts are determined using straight-line interpolation.
The Committee believes that the PRSU earn-out structure provides an important balance between rewarding the achievement of absolute performance goals and strong relative performance. Executives are not rewarded for poor performance simply because members of our financial peer group have even worse performance, nor are they rewarded for exceeding expectations if performance relative to peers is substandard. In addition, by using a sliding scale for each ROE performance metric, the matrix takes into account the amount of variance from the ROE target and peer group ROE results, rewarding performance while mitigating the incentive for excessive risk taking that may result from an “all-or-nothing” award.
Setting the levels of absolute and relative ROE for the PRSU performance matrix
The target and maximum ROE levels selected by the Committee for the three-year performance period contained in the PRSU awards granted each year are based on the ROE range included in the company’s profitability goals announced at the last Investor Day conference held before the grant or changes to profitability goals that are publicly communicated prior to the grant date.
The Company’s ROE result may be adjusted from reported results to normalize the effect of significant notable items, e.g. merger-related charges in the event of an acquisition integration. Since 2020, ROE results include adjustments related to the impact of the CECL accounting standard. The adjustments eliminate the volatility of the accounting standard related to changes in the allowance for credit losses, while including net charge-offs related to actual credit losses experienced. These CECL-related adjustments to the ROE calculation for the PRSU awards were adopted by the Committee in January 2020, when we adopted the accounting standard.
The Committee also establishes a sliding scale of ROE achieved relative to the ROE of our financial peer group, which consists of the following institutions: Bank of America, Citizens, Fifth Third, J.P. Morgan, KeyCorp, PNC, Regions, Truist Financial, and Wells Fargo. This group is used by the company for financial comparison purposes because these companies, along with U.S. Bancorp, are the largest financial services companies based in the United States that provide broadly comparable retail and commercial banking services. The ROE performance matrix provides that performance above the median of peers will increase the payout otherwise earned based on our absolute ROE result, while performance below the median of peers will reduce the award payout.
 
U.S. Bancorp 2022 Proxy Statement
   40

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
The company’s absolute and relative ROE results for each of the three years within the performance period are applied to the performance matrix to produce a percentage of target PRSUs results for that year. At the end of the performance period, the percentage results for the three years will be averaged to determine the percentage of target PRSUs earned and eligible to vest upon the third anniversary of the grant date.
Results of PRSUs earned 2019-2021: In February 2019, PRSUs were granted for the 2019-2021 performance period using the following ROE performance matrix:
ROE performance matrix for awards granted in 2019 (performance period: 2019-2021)
Percentage of target PRSUs earned
Company ROE result (vertical axis)
Company ROE of 17.5% or more
75%
125%
150%
Company ROE target (14.5%)
50%
100%
125%
Company ROE of 10.0% or less (but >0%)
25%
50%
75%
Company ROE of 0% or less
0%
0%
0%
Ranking at
25th %ile or below
Ranking at
median
Ranking at
75th %ile or above
Peer group ROE ranking (horizontal axis)
The absolute and relative ROE performance during the three-year period was as follows:
Year
ROE1
Peer group ranking
Earn out percentage
2019
14.1%
At or above 75th %ile
120.6%
2020
13.0%
At or above 75th %ile
108.4%
2021
13.3%
At or above 75th %ile
111.9%
Final earnout percentage for PRSU awards granted in 2019
113.6%
1.
2019 ROE results are as reported, and 2020 and 2021 ROE results include adjustments related to the impacts of the CECL accounting standard as described above. No notable items were excluded from 2020 or 2021 ROE. Reported ROE for 2020 and 2021 was 10% and 16%, respectively.
Based on performance through the end of 2021, 113.6% of the target number of units that had been granted in February 2019 were earned, and those units vested on the third anniversary of their grant date. The number of units earned by each NEO for performance during the 2019-2021 period is reported in the Outstanding Equity Awards at 2021 Fiscal Year-End table later in this proxy statement.
2021 PRSU awards. For the PRSUs granted in February 2021 for the 2021-2023 performance period, the Committee maintained the target and upside performance goals that were used for the 2019 and 2020 PRSU awards. The Committee adjusted the absolute ROE threshold and related payout factor for retaining upper quartile peer performance to reflect the current cost of capital and greater economic volatility at the time the goals were established. These minor changes are intended to ensure continued performance and competitive alignment going forward, and are reflected in the following matrix:
ROE performance matrix for awards granted in 2021 (performance period: 2021-2023)
Percentage of target PRSUs earned
Company ROE result (vertical axis)
Company ROE of 17.5% or more
75%
125%
150%
Company ROE target (14.5%)
50%
100%
125%
Company ROE of 8.0% or less (but >0%)
25%
50%
90%
Company ROE of 0% or less
0%
0%
0%
Ranking at
25th %ile or below
Ranking at
median
Ranking at
75th %ile or above
Peer group ROE ranking (horizontal axis)
 
41   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
Decision making and policies
Who is involved in making executive compensation decisions
Executive compensation policy, practices, and amounts are determined by the Committee, which is composed entirely of independent directors. The Committee has responsibility for setting each component of compensation for our CEO with the assistance and guidance of its independent compensation consultant. The Committee has retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant.
Our CEO and senior members of our human resources function, with the assistance of Meridian, develop initial recommendations for all components of compensation for the executive officers other than the CEO and present their recommendations to the Committee for review and approval. The Committee also annually reviews the total amount and types of compensation paid to non-employee members of the Board of Directors and recommends any changes to the independent directors for approval.
The Committee retains an independent compensation consultant to:

provide advice regarding compensation program design, competitive practices, market trends, and peer group composition;

provide perspectives and assist the Committee in setting the pay of our CEO;

provide the same advisory services to the Committee, our CEO, and senior members of our human resources function regarding the compensation of the other executive officers; and

advise the Committee on non-employee director compensation.
Meridian does not provide any other services to our company. Following a review of the relationship between the company and its independent compensation consultant in 2021, the Committee concluded that Meridian’s work for the Committee did not raise any conflicts of interest.
How executive compensation is determined
The executive compensation outcomes described in the preceding pages are the culmination of a year’s worth of analysis and decisions made by the Committee, as follows:
January — February

Review the company’s recent performance in several key financial metrics and compare it to the performance of its peer institutions in the financial services industry

Determine the cash incentive payouts to be made under the AEIP based on the previous year’s corporate, business line, and individual performance and sensitivity to risk

Calculate the percentage of target PRSU awards earned for the last completed performance period

Set the executive officers’ base salaries and target award percentages for the coming year under the AEIP

Establish the structure and performance targets for the coming year under the AEIP

Set the structure and amount of the executive officers’ long-term incentive awards

Establish performance targets for the upcoming PRSU awards and the value of equity awards to be granted to executive officers in February or March

Consider risks arising from the company’s incentive compensation plans (see below for more information about the risk consideration process)
April

Review total realizable compensation summary sheets for each executive officer, including compensation outcomes under various termination scenarios

Review Say on Pay voting recommendations from proxy advisors and consider the results of the shareholder vote
 
U.S. Bancorp 2022 Proxy Statement
   42

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
July — October

Review comparative compensation information from peer institutions (see below for more information about our compensation peer group), as well as a larger group of diversified financial companies

Receive compensation consultant reports on executive compensation practices and trends in the financial services industry

Review market information and recommend non-employee director compensation for approval by the independent directors
December

Receive management reports on feedback from fall shareholder engagement conversations

Establish design of executive compensation program for the upcoming year and make preliminary decisions about target levels of compensation

Evaluate the CEO’s performance with input from all of the non-employee directors
Ongoing

Review the company’s year-to-date financial performance relative to the targets included in its incentive compensation plans

Evaluate the structure of the executive compensation program and assess its effectiveness in creating long-term shareholder value
Compensation peer group
The Committee does not “benchmark” pay to a particular market level but instead aims to establish compensation that is at a competitive level within a reasonable range of median amounts, taking into consideration an NEO’s performance, tenure in his or her position, and comparability of his or her role with corresponding roles in peer institutions. The Committee used the following group of financial services companies to perform market assessments when setting the compensation of our executive officers in 2021 (listed in descending order of assets as of December 31, 2021):
Company name
Assets1
($ in millions)
Market capitalization1
($ in millions)
Revenue2
($ in millions)
JPMorgan Chase & Co.
$ 3,743,567 $ 467,966 $ 121,649
Bank of America Corporation
$ 3,169,948 $ 364,110 $ 89,113
Citigroup Inc.
$ 2,291,413 $ 119,830 $ 72,564
Wells Fargo & Company
$ 1,948,068 $ 191,307 $ 77,194
The PNC Financial Services Group, Inc.
$ 558,448 $ 84,748 $ 19,276
Truist Financial Corporation
$ 541,241 $ 78,158 $ 22,259
Capital One Financial Corporation
$ 432,381 $ 61,754 $ 32,379
Fifth Third Bancorp
$ 211,116 $ 29,778 $ 7,828
Citizens Financial Group, Inc.
$ 188,409 $ 20,138 $ 6,647
U.S. Bancorp
$ 573,284 $ 83,289 $ 22,721
U.S. Bancorp percentile ranking
50% 47% 38%
1.
Source: S&P Capital IQ based on company filings and market data; at December 31, 2021
2.
Source: S&P Capital IQ based on company filings and market data; for the year ended December 31, 2021
There were no changes to the 2020 peer group; accordingly, the 2021 peer group consisted of the same peer companies. The Committee selects companies for the compensation peer group that it believes represent our most meaningful competitors in the marketplace for executive talent. The Committee also reviews and uses compensation data from a large group of diversified financial services companies as an additional point of comparison. As a result of this ongoing analysis and resulting compensation adjustments, our executive compensation positioning is generally within market range, recognizing that several positions are unique to our company and do not have clear market comparisons.
 
43   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
Stock ownership and retention requirements
The Committee believes that ownership of our common stock by our executive officers directly aligns their interests with those of our other shareholders and helps balance the incentives for risk taking inherent in equity-based awards. We require our executives to hold significant amounts of company stock. We also require that they retain until retirement a substantial portion of their vested stock awards (net of shares withheld to satisfy tax obligations), even after minimum ownership levels have been met. The current ownership and retention requirements are as follows:
Retention requirement
Executive Officer
Minimum ownership level
Until minimum level is met
After minimum level is met
and until retirement
CEO 6x base salary 75% of net shares 50% of net shares
Other executive officers 3x base salary 75% of net shares 25% of net shares
Vested PRSUs, all RSUs, and stock received and held after exercise of stock options are included in determining whether an executive officer satisfies his or her applicable minimum ownership level. As of December 31, 2021, all of our executive officers were in compliance with the stock ownership and retention requirements except for one executive officer who recently joined the company and will comply with our policy’s restrictions on stock dispositions until his ownership requirement is met.
Clawback and forfeiture provisions applicable to executive awards

Clawback of paid cash awards: Under its clawback policy, the Committee will evaluate the facts and circumstances surrounding any restatement of earnings, and in its sole discretion, may adjust and recoup cash incentive amounts paid to any executive officer as it deems appropriate, if attributable to materially misleading reported earnings that require restatement.

Forfeiture of unpaid cash awards: Payouts of annual cash incentive awards can be reduced to $0, regardless of company performance relative to plan metrics, if the executive officer has demonstrated negative personal performance that was significantly insensitive to risk during the performance period.

Cancellation of unvested equity awards: The equity award agreements for executive officers provide that outstanding awards can be canceled if the executive’s conduct has subjected the company to significant financial, reputational or other risk through violations of company policies, laws or regulations; negligent or willful misconduct; or activity resulting in a significant or material control deficiency.
Change-in-control provisions for executive officers

No cash benefit: The executive officers are not entitled to receive any cash payments upon a change-in-control of our company, with or without a subsequent termination in employment, except as provided by broad-based severance plans generally available to our employees.

No single-trigger equity acceleration: The equity award agreements for executive officers provide that a change-in-control of our company would not trigger accelerated vesting of an executive officer’s outstanding equity awards unless his or her employment was involuntarily terminated within 12 months after the change-in-control other than for cause.
Hedging and pledging policy
The company’s Insider Trading Policy prohibits executive officers and directors of the company from hedging shares of the company’s common stock, including, but not limited to, using prepaid variable forwards, equity swaps, collars and exchange funds. The policy also prohibits executive officers and directors from pledging shares of the company’s common stock as collateral for a loan or holding the company’s common stock in a margin account.
Risk considerations
Overview: Prudent risk taking is an integral part of any business strategy, and our compensation program is not intended to encourage management decisions that completely eliminate risk. Rather, the combination of various elements in our program is designed to encourage appropriate sensitivity to risk and mitigate the potential to reward risk taking that may produce short-term results that appear in isolation to be favorable, but that may undermine the successful execution of our long-term business strategy and negatively affect shareholder value. Our compensation practices are also designed to
 
U.S. Bancorp 2022 Proxy Statement
   44

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation discussion and analysis
reward performance while maintaining our core commitment to customer service and ethical principles. Together with the company’s processes for strategic planning, its internal control over financial reporting and other financial and compliance policies and practices, the design of our compensation program helps to discourage management actions that demonstrate insensitivity to risk.
Role of management: As a large financial services company, we are subject to ongoing regulatory reviews of incentive compensation policies and practices. We routinely undertake a thorough risk analysis of every incentive compensation plan of the company, the individuals covered by each plan and the risks inherent in each plan’s design and implementation. We also conduct validation and back-testing activities to ensure that compensation plans are correctly risk rated, the plans are designed to adequately mitigate risk inherent therein, and the plans are administered effectively. The Incentive Review Committee was created to oversee that review and to provide more comprehensive oversight of the relationship between the various kinds of risk we manage and our company’s incentive compensation plans and programs. The Incentive Review Committee meets throughout the year and reviews and approves all company incentive plans.
The Incentive Review Committee reviews incentive plan elements such as risk controls, plan participants, performance measures, performance and payout curves or formulas, how target level performance is determined (including whether any thresholds and caps exist), how frequently payouts occur, and the mix of fixed and variable compensation that the plan delivers. The plans and programs are also reviewed from the standpoint of reasonableness (for example, how target pay levels compare to similar plans for similar employee groups at other companies, and how payout amounts relate to the results that generate the payments), how well the plans and programs are aligned with the company’s goals and objectives and with its risk appetite, and from an overall standpoint, whether these plans and programs represent an appropriate mix of short-term and long-term compensation.
As part of this review by the Incentive Review Committee, our management team, including senior risk officers and individuals from the compensation department, have identified the risks inherent in these programs and have modified plans and controls where appropriate to mitigate certain potential risks. For example, most business line incentive compensation plans with a credit component track early defaults, or defaults that occur within the first 12 months, and must include a provision that allows the company to offset future payments by the amount of the previously paid incentives related to the early default.
In addition, a “risk scorecard” assessment measuring adequacy of risk management is undertaken for senior management-level employees who have the individual ability to pose material risk to the company, including the executive officers; all employees who have credit responsibility and who participate in annual corporate cash incentive plans; and all employees who, as part of a group, can engage in risk-taking behavior that could be material to the company and who participate in annual corporate cash incentive plans. This analysis serves as the basis for annual cash incentive plan adjustments for these employees. Annually, the Incentive Review Committee also addresses risk events that pose a material adverse impact to the company or business line to determine whether an event should trigger cancellation of equity awards. The Incentive Review Committee has reviewed its process with the Compensation and Human Resources Committee and discussed the areas where compensation-related risks were being addressed by plan modifications, or were mitigated by internal controls or otherwise.
Role of the Board: The Compensation and Human Resources Committee also conducts an annual review of the compensation packages and components for the executive officers. The Committee assesses the incentives for risk taking contained in the compensation program and balances them with the other goals of the compensation program. In evaluating the incentives for risk taking in compensation plans and policies for executive officers, the Committee considered the following risk-mitigating aspects of those plans and policies:
 
45   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Compensation discussion and analysis
Overall executive compensation program risk mitigation factors

Long-term incentive focus: The majority of the total compensation received by executive officers is in the form of equity awards with multi-year vesting schedules, which helps to ensure that executives have significant value tied to long-term stock price performance and mitigates incentives to manage the company with an excessive focus on short-term gain.
Annual cash incentive risk mitigation factors

Specific risk sensitivity analysis: A “risk scorecard” assessment is performed for executive officers and can result in adjustments to award payouts under the AEIP.

Clawback policy: The company’s incentive compensation clawback policy discourages risk taking that would lead to improper financial reporting.

Cap on award value: The maximum annual cash incentive award payable to an executive officer is equal to 200% of that officer’s target award value, which limits the potential incentive to take excessive risk to maximize award value.
Long-term incentive risk mitigation factors

Equity cancellation provisions: Executive officers’ unvested equity awards can be cancelled if their conduct has subjected the company to significant financial, reputational or other risk.

Choice of performance metric: The PRSUs use ROE as the measure of corporate performance for determining the final number of units earned under the award. Achieving a high ROE requires an appropriate balance between achieving the highest return on invested capital and managing risk within the company’s established risk tolerance levels.

Maximum PRSU payout limited: The number of units that may be earned under the performance formula is capped at 150%, which limits the potential incentive to take excessive risk to maximize award value.

Sliding scale earn-out calculation: The PRSU performance matrix takes into account the amount of variance from the ROE target and peer group ROE results, mitigating the incentive for excessive risk taking that may result from an “all-or-nothing” award.

Meaningful stock ownership and retention requirements: Executives are required to hold significant amounts of company stock, a portion of which must be held until retirement, which fosters the alignment of executives’ interests with those of our long-term shareholders.

Policy prohibiting hedging of shares: Our executives are prohibited from taking actions designed to hedge or offset any decrease in the market value of our common stock.
Based on a consideration of the foregoing reviews and factors, the Committee has determined that risks arising from the company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the company.
 
U.S. Bancorp 2022 Proxy Statement
   46

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdrightpn.jpg]
Compensation committee report
Compensation committee report
The Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in our 2021 Annual Report on Form 10-K.
Compensation and Human Resources Committee of the Board of Directors of U.S. Bancorp
Scott W. Wine, Chair
Warner L. Baxter
Olivia F. Kirtley
Karen S. Lynch
The foregoing Compensation and Human Resources Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, except to the extent that the company specifically incorporates the Report by reference therein.
 
47   
U.S. Bancorp 2022 Proxy Statement

TABLE OF CONTENTS
[MISSING IMAGE: tm2025328d69-hc_hdleftpn.jpg]
Executive compensation
Executive compensation
Summary compensation table
The following table shows the cash and non-cash compensation awarded to or earned by our NEOs in 2021.
Name and
principal position
Year
Salary
($)
Stock
awards
($)1
Non-equity
incentive plan
compensation
($)2
Change in
pension value
and
non-qualified
deferred
compensation
earnings
($)3
All other
compensation
($)4
Total
($)
Andrew Cecere
Chairman, President and
Chief Executive Officer
2021 1,200,000 9,800,000 4,534,680 3,583,061 48,535 19,166,276
2020 1,200,000 8,600,000 1,946,160 4,945,337 61,256 16,752,753
2019 1,200,000 8,100,000 2,718,900 6,713,623 52,503 18,785,026
Terrance R. Dolan
Vice Chair and Chief Financial Officer
2021 725,000 4,000,000 1,860,930 550,771 22,957 7,159,658
2020 725,000 3,600,000 798,660 1,431,911 30,757 6,586,328
2019 700,000 3,500,000 897,750 1,380,957 32,810 6,511,517
Jeffry H. von Gillern
Vice Chair, Technology
and Operations Services
2021 675,000 3,000,000 1,540,080 83,493 30,322 5,328,895
2020 675,000 2,750,000 660,960 327,942 30,802 4,444,704
2019 625,000 2,500,000 835,313 358,150 37,764 4,356,227
Shailesh M. Kotwal
Vice Chair, Payment Services
2021 655,000 2,800,000 1,523,792 72,358 316,344 5,367,494
2020 655,000 2,300,000 579,544 111,850 85,438 3,731,832
2019 575,000 2,100,000 764,175 105,265 88,889 3,633,329
Gunjan Kedia
Vice Chair, Wealth Management and Investment Services
2021 655,000 2,800,000 1,511,216 97,353 321,819 5,385,388
2020 655,000 2,300,000 690,632 146,287 162,040 3,953,959
2019 575,000 2,100,000 646,013 132,614 113,128 3,566,755
1.
Stock awards
The amounts in this column are calculated based on the number of time-based restricted stock units, or RSUs, and performance-based restricted stock units, or PRSUs, awarded and the fair market value of U.S. Bancorp common stock on the date the award was made in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. See Note 18 to our consolidated financial statements included in our 2021 Annual Report on Form 10-K for assumptions used to calculate our stock awards.
The 2021 values in this table reflect the fair market value of each officer’s RSUs plus the target payout for the PRSUs on the grant date. The number of PRSUs subject to each of these awards will be determined after a three-year performance period beginning on January 1, 2021 and ending December 31, 2023. Depending on our company performance during the performance period, 0% to 150% of the target number of PRSUs granted to the NEOs will be earned. The fair market value of RSUs plus the maximum potential payout amounts for the PRSUs on the grant date were as follows: (i) Mr. Cecere, $12,740,000; (ii) Mr. Dolan, $5,200,000; (iii) Mr. von Gillern, $3,900,000; (iv) Mr. Kotwal, $3,640,000; and (v) Ms. Kedia, $3,640,000.
2.
Non-equity incentive plan compensation
The 2021 amounts in this column represent the Annual Executive Incentive Plan, or AEIP, awards. Such amounts were determined in January 2022 based on 2021 performance and paid out in March 2022. The AEIP and these awards are discussed above in the “Compensation Discussion and Analysis” section of this proxy statement.