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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

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A message from our CEO

Fellow shareholders:

During the past few years, the qualities that make U.S. Bank a strong, reputable company have been on display for everyone to see. In the face of a global pandemic, we worked to keep people healthy and safe. As the range of possible economic outcomes stretched as wide as we had ever seen, we delivered solid results. When opportunity presented itself to advance our strategy, we took it — and we executed on initiatives that allowed us to serve customers now and well into the future.

We have a lot to be proud of, and we appreciate the trust you place in us as shareholders of the company.

We have weathered economic and global uncertainty, and we believe we are well positioned to address the challenges of this dynamic environment. We are transforming with purpose, meeting new expectations in a dynamic marketplace, and ensuring we keep pace with regulatory changes so we can withstand competitive pressures. Our strong, talented and dedicated team is focused on doing the right things the right way, and our culture helps differentiate us as we strive to bring the best of relationship-centered banking and digital to our customers each and every day. Although change and disruption are constants in the financial services industry, we are ready and able to rise to the occasion.

The coming year will bring new challenges and opportunities. We are focused on successfully integrating MUFG Union Bank now that we have closed on the transaction. We are starting to see the results of our recent investments in new capabilities. We will continue to take the necessary steps to position ourselves for the future, and we will ensure we are attracting, retaining and cultivating an inspired team who believes in our vision and purpose.

As always, we thank you for your belief in us. We are committed to delivering results and creating value in our service to you.

Sincerely,

Andrew Cecere
Chairman, President and Chief Executive Officer

March 7, 2023

U.S. Bancorp 2023 Proxy Statement

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[MISSING IMAGE: ph_oliviakirtley-pn.jpg]

A message from our Lead Independent Director

Fellow shareholders:

As previously announced, I will be retiring from the Board and my role as Lead Independent Director after the upcoming annual meeting. It has been my great pleasure and honor to serve on the Board since 2006 and as your Lead Independent Director for the past three years.

As part of the Board’s thoughtful succession plan, I will be passing Lead Independent Director responsibilities to Roland Hernandez at the conclusion of the annual meeting. Roland’s broad consumer-focused business and board leadership background, including his significant corporate governance and financial reporting expertise, have prepared him well to assume this critical role. He will continue to provide and ensure a strong independent voice in the boardroom.

We have welcomed two new directors, Loretta Reynolds and Alan Colberg, to our Board since our last annual meeting. Together, these new directors bring extensive information management, cyber security, financial reporting and accounting, financial services, and risk management experience to our Board. I am confident that our directors collectively possess the skills and qualifications necessary to provide credible challenge and meaningful oversight in this dynamic and demanding environment.

Amid these changes in leadership and membership, our Board also welcomed the latest new employees and customers to the U.S. Bank family through the acquisition of MUFG Union Bank. The Board is intensely focused on the successful integration of this exciting transaction and as our company serves an expanded customer base while maintaining strong oversight of the company’s prudent financial and risk management discipline.

The Board continues to oversee the progress of our ESG strategy and environmental commitments, as well as the advancement of our diversity, equity and inclusion initiatives. You can access more information through our latest ESG Report at usbank.com/ESG2021 and our first, inaugural Task Force on Climate-related Disclosures Report at usbank.com/TCFD2021.

I want to thank our talented management team and employees who remain committed to our core values — to do the right thing, draw strength in diversity, power potential, stay a step ahead, and put people first. They have positioned us well to face the challenges and opportunities ahead.

It has been a true privilege to work alongside this outstanding Board and exceptional executive leadership team. They lead by example every day. As a significant shareholder myself, I look forward to following their many future accomplishments.

Sincerely,

Olivia F. Kirtley
Lead Independent Director

March 7, 2023

U.S. Bancorp 2023 Proxy Statement

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Notice of Annual Meeting of Shareholders of U.S. Bancorp

	Date and time:			Tuesday, April 18, 2023, at 11:00 a.m., central time
	Place:			Online at www.virtualshareholdermeeting.com/USB2023
	Items of business:			1. The election of the 13 directors named in the proxy statement 2. An advisory vote to approve the compensation of our executives disclosed in the proxy statement 3. An advisory vote on the frequency of future advisory votes on executive compensation 4. The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2023 fiscal year 5. 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 21, 2023.
	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 17, 2023 (or April 13, 2023, 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 18, 2023: Our proxy statement and 2022 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 91. 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

James L. Chosy
General Counsel and Corporate Secretary

March 7, 2023

U.S. Bancorp 2023 Proxy Statement

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Proxy statement table of contents

	Proxy statement highlights					1
	Proposal 1 — Election of directors					9
	▶ Director selection and nomination considerations					9
	▶ 2023 nominees for director					13
	Corporate governance					24
	▶ Director independence					24
	▶ Board leadership structure					25
	▶ Board meetings and committees					27
	▶ Committee responsibilities					27
	▶ Committee member qualifications					30
	▶ Compensation Committee Interlocks and Insider Participation					30
	▶ Majority vote standard for election of directors					30
	▶ Board performance evaluations					31
	▶ Director education					32
	▶ Ethics and conduct					32
	▶ Succession planning and management development					32
	▶ Shareholder engagement					32
	▶ Environmental, Social and Governance highlights					33
	▶ Risk oversight by the Board of Directors					36
	Certain relationships and related transactions					40
	▶ Review of related person transactions					40
	▶ Related person transactions					41
	Proposal 2 — Advisory vote on executive compensation					42
	Proposal 3 — Advisory vote on frequency of future advisory votes on executive compensation					43
	Compensation discussion and analysis					44
	Compensation committee report					61
	Executive compensation					62
	▶ Summary compensation table					62
	▶ Grants of plan-based awards					64
	▶ Outstanding equity awards					65
	▶ Option exercises and stock vested					67
	▶ Pension benefits					67
	▶ Nonqualified deferred compensation					70
	▶ Potential payments upon termination or change-in-control					71
	▶ Pay ratio					74
	▶ Pay versus performance					75
	Director compensation					80
	Audit committee report and payment of fees to auditor					82
	Proposal 4 — Ratification of selection on independent auditor					84
	Security ownership of certain beneficial owners and management					85
	Questions and answers about the annual meeting and voting					87
	Other matters					92
	▶ Annual Report to Shareholders and Form 10-K					92
	▶ Communicating with U.S. Bancorp’s Board of Directors					92
	▶ Deadlines for nominating directors and submitting proposals for the 2024 annual meeting					92
	▶ Other matters for consideration					93
	Non-GAAP financial measures					94
	Forward-Looking Statements					97

U.S. Bancorp 2023 Proxy Statement

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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 13 director nominees named in the proxy statement	“FOR” all nominees	Page 9
Proposal 2 –	An advisory vote to approve the compensation of our executives disclosed in the proxy statement	“FOR”	Page 42
Proposal 3 –	An advisory vote on the frequency of future advisory votes on executive compensation	“1 YEAR” option	Page 43
Proposal 4 –	The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2023 fiscal year	“FOR”	Page 84

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 18, 2023, and at any adjournment or postponement of the meeting. The proxy materials were first made available to shareholders beginning on March 7, 2023.

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:

Internet
www.proxyvote.com

Telephone

Mail

The voting deadline is 11:59 p.m., eastern time, on April 17, 2023 (or April 13, 2023, for shares held in the U.S. Bank 401(k) Savings Plan).

For more information about how to cast your vote, go to page 87.

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/USB2023 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.

In the event of technical difficulties with the annual meeting, we expect that an announcement or notice will be made available on www.virtualshareholdermeeting.com/USB2023. If it is necessary to adjourn the annual meeting due to technical difficulties, the announcement or notice will provide updated information regarding the date, time, and location of the annual meeting, and the updated information also will be posted on our Investor Relations website at ir.usbank.com.

For more information about meeting admission, go to page 88.

U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

About U.S. Bancorp

U.S. Bancorp, with over 70,000 employees and $675 billion in assets as of December 31, 2022, is the parent company of U.S. Bank National Association and MUFG Union Bank, National Association (MUFG Union Bank). 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. Learn more about our company at usbank.com/about.

Net revenue mix by business line1

U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

MUFG Union Bank transaction

On December 1, 2022, we completed our acquisition of MUFG Union Bank’s core regional banking franchise. This transaction brought together two premier organizations that are able to better serve customers and communities across California, Washington, and Oregon and supports a dedicated workforce across the West Coast.

The transaction bolstered our balance sheet with high quality, low-cost consumer deposits, and is expected to provide robust revenue opportunities via MUFG Union Bank’s large and loyal customer base. Main systems integration and account conversion are expected in the first half of 2023.

U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

Director nominees at a glance

Name

Age

Director
Since

Primary Occupation

Committee
Memberships

Independent

Warner L. Baxter

12/2015

Executive Chairman and Former Chairman, President and CEO, Ameren Corporation

A (Chair), CHR, E

Dorothy J. Bridges

10/2018

CEO, Metropolitan Economic Development Association (Meda)

PR (Chair), RM, E

Elizabeth L. Buse

6/2018

Former CEO, Monitise plc

A, CP, C

Andrew Cecere

4/2017

Chairman, President and CEO,
U.S. Bancorp

CP, C, RM,
E (Chair)

CEO

Alan B. Colberg

1/2023

Retired President and CEO, Assurant, Inc.

A, PR

Kimberly N. Ellison-Taylor

1/2021

Founder and CEO, KET Solutions, LLC

A, PR

Kimberly J. Harris

10/2014

Retired President and CEO,
Puget Energy, Inc.

G (Chair),
CHR, E

Roland A. Hernandez
Incoming Lead Independent Director1

1/2012

Founding Principal and CEO,
Hernandez Media Ventures

CP (Chair),
G, E

Richard P. McKenney

10/2017

President and CEO, Unum Group

RM (Chair),
G, C, E

Yusuf I. Mehdi

6/2018

Corporate Vice President, Microsoft Corporation

C (Chair), PR, RM

Loretta E. Reynolds

10/2022

Founder and CEO, LEReynolds Group, LLC; Retired Lieutenant General, U.S. Marine Corps

CP, C, RM

John P. Wiehoff

1/2020

Retired Chairman and CEO,
C.H. Robinson Worldwide, Inc.

PR, RM

Scott W. Wine

7/2014

CEO, CNH Industrial N.V.

CHR (Chair),
A, E

A	Audit Committee	C	Cybersecurity Oversight Subcommittee
CP	Capital Planning Committee	PR	Public Responsibility Committee
CHR	Compensation and Human Resources Committee	RM	Risk Management Committee
G	Governance Committee	E	Executive Committee

Following 16 years of dedicated service on our Board, including most recently as our current Lead Independent Director, Olivia F. Kirtley informed the Board after reaching age 72 that she will retire from the Board following expiration of her current term at the 2023 annual meeting. If re-elected, Roland A. Hernandez will succeed Ms. Kirtley as our Lead Independent Director effective following the 2023 annual meeting.

U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

Board nominee composition

The composition of our Board of Directors reflects our Board’s and Governance Committee’s focus on ensuring that our Board has a diverse mix of skills and qualifications to oversee our business and our company’s strategy.

For more information about our board and nominees, go to page 9.

U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

ESG governance and oversight

Environmental, Social and Governance (ESG) matters are an important focus for our Board and company. The Public Responsibility Committee has oversight of ESG strategy with other Board committees providing oversight of ESG matters within their scope of responsibility, as shown in the chart below. Our decision-making processes and risk management framework also reflect the importance of ESG matters, with the creation of an ESG-focused senior operating committee, which is a subcommittee of our management-level executive risk committee and dedicated to the oversight and integration of ESG activities into our business strategy. It also provides regular updates to the Public Responsibility Committee.

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U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

2022 executive compensation program

[MISSING IMAGE: pc_executivecomp-pn.jpg]

For more information about executive compensation and the 2022 compensation decisions for our named executive officers, go to page 44.

U.S. Bancorp 2023 Proxy Statement

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Proxy statement highlights

Corporate governance highlights

Board independence

▶

Strong Lead Independent Director position: Our independent directors elect from among their ranks a Lead Independent 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, ESG, disclosure and any other matter of interest to the shareholder and share feedback from those engagements with the Board.

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 public company boards (including the board of the company of which he or she serves as CEO).

▶

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. New directors must satisfy this requirement within five years of joining the Board.

▶

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.

For more information about corporate governance, go to page 17.

U.S. Bancorp 2023 Proxy Statement

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Proposal 1 — Election of directors

Our Board of Directors (the Board) currently has 14 members. All directors are elected annually to serve one-year terms until the next annual meeting and until their successors are elected and qualified. Thirteen of our current directors have been nominated for election by the Board to hold office until the 2024 annual meeting and the election of their successors.

Following 16 years of dedicated service, including most recently as our current Lead Independent Director, Olivia F. Kirtley informed the Board after reaching age 72 that she will retire from the Board following expiration of her current term at the 2023 annual meeting. In light of Ms. Kirtley’s retirement, the size of our Board will be reduced to 13 as of our 2023 annual meeting. If re-elected, Roland A. Hernandez will succeed Ms. Kirtley as our Lead Independent Director effective following the 2023 annual meeting.

All of the nominees currently serve on our Board. Loretta E. Reynolds was appointed a director by the Board in October 2022, and Alan B. Colberg was appointed as a director by the Board in January 2023, and both are standing for election for the first time at the annual meeting. Each of the other nominees has previously been elected by our 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 Independent 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.

During 2022, each of Ms. Reynolds and Mr. Colberg were identified by a third-party search firm engaged by the Governance Committee to help identity and evaluate individuals for inclusion in the potential pool of director candidates, and each was appointed to the Board following the Governance Committee’s and Board’s review and evaluation process.

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 92 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.

U.S. Bancorp 2023 Proxy Statement

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Proposal 1 — Election of directors

The Governance Committee’s decision to renominate an incumbent director is informed by the director’s past attendance at meetings, 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:

▶

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 Governance 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. See below for additional information on our directors’ skills and qualifications.

▶

Personal qualities: The Governance Committee will only consider as candidates for director individuals 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 educational, 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 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 public company boards (including the board of the company of which he or she serves as CEO).

▶

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.

Skills and qualifications of our director nominees

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 ways these experiences contribute to the Board’s collective oversight of the development and execution of the company’s strategy, are reflected in the chart below:

U.S. Bancorp 2023 Proxy Statement

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Proposal 1 — Election of directors

Skill or qualification

Criteria

Link to strategy

Chief executive experience

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

Community or sustainability leadership

Have significant professional leadership experience in community service organizations, public policy roles, and/or sustainability matters (or a related certification)

Provides perspective on our company’s connections to the communities it serves and responsible and sustainable business practices and opportunities

Corporate governance

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

Customer experience

Have executive-level experience in a consumer-focused industry other than financial services

Provide insight into how our company interacts with retail customers

Digital, technology, or cybersecurity experience

Have executive-level experience in an industry driving digital and/or technological change or cybersecurity experience through prior professional experience (or a related certification/degree)

Contribute expertise regarding digital capabilities, technological transformation, information security, or product innovation and evolving customer expectations

Financial reporting and accounting

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

Financial services industry expertise

Have executive-level experience in the financial services industry

Possess deep knowledge of the business challenges and opportunities facing our company

Other regulated industry expertise

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

Risk management

Have specific risk-management expertise, gained through leadership at a critical infrastructure company, in the financial services industry, at a financial regulator, or in the military

Are particularly adept at identifying and assessing the varied risks facing our company as a large financial institution

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U.S. Bancorp 2023 Proxy Statement

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Proposal 1 — Election of directors

The following matrix highlights the specific skills and qualifications that our Board views as important when evaluating director nominees. Additional information on the business experience and other qualifications of each director nominee is included in the director’s biography below. Each director also contributes other important skills, expertise, experience, viewpoints, and personal attributes to our Board that are not reflected in the matrix below.

Baxter

Bridges

Buse

Cecere

Colberg

Ellison-
Taylor

Harris

Hernandez

McKenney

Mehdi

Reynolds

Wiehoff

Wine

Skills and Qualifications

CEO experience

•

Community or sustainability leadership

•

Corporate governance

•

Customer
experience

•

Digital, technology, or cybersecurity experience

•

Financial reporting and accounting

•

Financial services industry expertise

•

Other regulated industry expertise

•

Risk management

•

Board Tenure and Diversity1

Age

Years on the Board
(from date first elected)

# other public company boards

Gender

American Indian or Alaska Native

Asian

Black or African American

•

Hispanic or Latino

•

Native Hawaiian
or other Pacific
Islander

White / Caucasian

•

Two or more races

•

Diversity characteristics are based on information self-identified by each director nominee.

U.S. Bancorp 2023 Proxy Statement

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Proposal 1 — Election of directors

2023 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 13 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.

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.

					FOR
		The Board of Directors recommends a vote “FOR” election of each of the 13 director nominees below to serve until the next annual meeting and the election of their successors.

U.S. Bancorp 2023 Proxy Statement

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Proposal 1 — Election of directors

Warner L. Baxter
Director since December 2015

Committees

▶

Chair, Audit

▶

Compensation and Human Resources

▶

Executive

Business experience: Mr. Baxter, 61, 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 Chairman of the Edison Electric Institution, an association representing all U.S. investor-owned electric companies. He has served in this role since June 2022 and was Vice Chairman from 2020 to 2022. 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. Before joining Ameren, Mr. Baxter served as a Senior Manager at PricewaterhouseCoopers LLP (PwC).

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 and knowledge of strategic growth to the Board.

▶

Community or sustainability leadership: Mr. Baxter’s leadership relating to the environmental and sustainability strategy at a regulated electric and gas utility company provides him with valuable insights and experience relating to important sustainability and environmental stewardship issues.

▶

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

▶

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

▶

Other regulated industry expertise: As the Executive Chairman and the recent President and CEO of a company in a highly regulated industry, as well as the Chairman of the industry association representing all U.S. investor-owned electric companies, 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 and through his experience at PwC, Mr. Baxter brings valuable risk management expertise to our Board of Directors.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

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Dorothy J. Bridges
Director since October 2018

Committees

▶

Chair, Public Responsibility

▶

Risk Management

▶

Executive

Business experience: Ms. Bridges, 67, is the Chief Executive Officer of the Metropolitan Economic Development Association (Meda), a nonprofit organization providing business consultancy services, access to capital and marketing opportunities to BIPOC-owned businesses. She has served in this capacity since September 2022. Ms. Bridges served as 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, 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 or sustainability 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, as well as her current role as the Chair of the American Bankers Association Community Bankers’ Council, gives her valuable industry and regulatory oversight expertise.

▶

Risk management: Through her experience at the Federal Reserve Bank of Minneapolis, Ms. Bridges brings to our Board risk management expertise that is particularly relevant to our company.

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Elizabeth L. Buse
Director since June 2018

Committees

▶

Audit

▶

Capital Planning

▶

Cybersecurity

Business experience: Ms. Buse, 62, 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:

▶

Corporate governance: Through her current and past experience as a director for several public and private financial services technology companies, Ms. Buse brings valuable financial services specific corporate governance best practices experience to our Board.

▶

Financial services industry expertise: As the former CEO of Monitise and as a former senior leader at Visa, Ms. Buse gained broad financial industry expertise that is particularly relevant to our Board.

▶

Risk management: Ms. Buse brings to our Board valuable risk management expertise gained through her work in the financial services industry.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

Andrew Cecere
Director since April 2017

Committees

▶

Capital Planning

▶

Cybersecurity

▶

Risk Management

▶

Chair, Executive

Business experience: Mr. Cecere, 62, 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 2000 through 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, which is particularly important following the acquisition of MUFG Union Bank.

▶

Corporate governance: Through his current experience as our Chairman and through his current and past experience on public company boards, Mr. Cecere brings valuable corporate governance experience to our Board.

▶

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 37 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 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

Alan B. Colberg
Director since January 2023

Committees

▶

Audit

▶

Public Responsibility

Business experience: Mr. Colberg, 61, is the retired President and Chief Executive Officer of Assurant, Inc., a financial services company providing specialty insurance products and services. He served as Chief Executive Officer and a director of Assurant from January 2015 to December 2021, and as its President from 2014 to May 2021, prior to his retirement in January 2022. Prior to those roles, he served as Executive Vice President of Marketing and Business Development. Before joining Assurant in March 2011, Mr. Colberg served in various senior leadership roles for 22 years at Bain & Company, Inc., a management consulting company, where he served as global head of Bain’s financial services practice, among other roles. Early in his career, Mr. Colberg worked as an accountant for The Procter & Gamble Company.

Other public company directorships:

▶

Corebridge Financial, Inc. since 2022 (Audit Committee Chair)

▶

Assurant, Inc. from 2015 to 2021

▶

CarMax, Inc. from 2015 to 2018

Skills and qualifications:

▶

Chief executive experience: As the former President and CEO of Assurant, Mr. Colberg provides valuable leadership and management expertise to our Board.

▶

Corporate governance: Mr. Colberg brings significant corporate governance expertise to our Board gained from his experience as the President and CEO of a public company and through his experience as a current and past board member and committee chair of multiple public companies, including as the former chair of the Nominating and Governance Committee at CarMax.

▶

Financial reporting and accounting: Through his service as CEO of Assurant, as a member and chair of the audit committees of the boards of public companies, and his accounting and educational background, Mr. Colberg brings financial reporting and accounting experience to our Board.

▶

Financial services industry expertise: Mr. Colberg’s experience as the recently retired President and CEO of a financial services company and former head of the financial services practice at large consulting company provides important expertise to our Board on managing the economic and regulatory environment currently facing our company.

▶

Risk management: Through his vast experience as the President and CEO of a financial services company and as the global head of the financial services practice at Bain, Mr. Colberg brings valuable risk management experience to our Board.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

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Kimberly N.
Ellison-Taylor
Director since January 2021

Committees

▶

Audit

▶

Public Responsibility

Business experience: Ms. Ellison-Taylor, 52, 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, where she led worldwide teams to develop and execute strategies dealing with cloud data, information security, fraud prevention and detection, and customer experience. 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 NASA’s Goddard Space Flight Center, Motorola and 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:

▶

Community or sustainability leadership: Ms. Ellison-Taylor brings to our Board current expertise in overseeing climate risk and creating sustainable growth strategies, gained through her certification in the Diligent Climate Leadership Program.

▶

Customer experience: Ms. Ellison-Taylor brings to our Board expertise relating to customer opportunities and expectations, gained through her prior experience as the senior leader of a consumer-focused company.

▶

Digital, technology, or cybersecurity experience: 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.

▶

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.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

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Kimberly J. Harris
Director since October 2014

Committees

▶

Chair, Governance

▶

Compensation and Human Resources

▶

Executive

Business experience: Ms. Harris, 58, 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. Prior to joining Puget Energy, Ms. Harris practiced law at Perkins Coie.

Other public company directorships:

▶

American Water Works Company, Inc. since 2019 (Governance and Nominations Chair, 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 and executive management perspective to our Board gained by leading a large company through challenging economic and regulatory environments.

▶

Community or sustainability leadership: Ms. Harris’s experience as CEO and former chief resource officer of an energy services holding company provides her with important perspectives on environmental sustainability and related risk matters.

▶

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 and current Board member of companies in critical infrastructure industries, Ms. Harris brings valuable risk management experience and perspectives to our Board.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

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Roland A. Hernandez
Director since January 2012

Incoming Lead Independent Director

Committees

▶

Chair, Capital Planning

▶

Governance

▶

Executive

Business experience: Mr. Hernandez, 65, 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. He previously served on the Board of Directors of The Ryland Group, Inc., Sony Corporation, and Walmart Inc.

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 and operational and strategic knowledge 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 best practices.

▶

Customer experience: Mr. Hernandez brings deep expertise of customer expectations to our Board and adds a perspective on customer opportunities, gained through his prior experience as the leader of a consumer-focused company and through his service on the boards of directors of numerous customer focused companies.

▶

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.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

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Richard P. McKenney
Director since October 2017

Committees

▶

Chair, Risk Management

▶

Cybersecurity

▶

Governance

▶

Executive

Business experience: Mr. McKenney, 54, 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. Mr. McKenney began his career at General Electric Company, transitioning his roles from manufacturing to financial leadership.

Other public company directorships:

▶

Unum Group since 2015

Skills and qualifications:

▶

Chief executive experience: Mr. McKenney’s experience as a current CEO provides valuable strategic and operational 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 and important perspective regarding the regulatory environment for 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.

Yusuf I. Mehdi
Director since
June 2018

Committees

▶

Chair, Cybersecurity

▶

Public Responsibility

▶

Risk Management

Business experience: Mr. Mehdi, 56, 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, as well as adds a perspective on public and social policy issues facing a large consumer retail business.

▶

Digital, technology, or cybersecurity experience: 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 the company’s corporate strategy.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

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Loretta E. Reynolds
Director since October 2022

Committees

▶

Capital Planning

▶

Cybersecurity

▶

Risk Management

Business experience: Ms. Reynolds, 58, is the Founder and Chief Executive Officer of LEReynolds Group, LLC, a consulting firm focused on providing information technology and strategic business intelligence services and advising complex global organizations on managing large-scale risk. She has served in this capacity since August 2021. Ms. Reynolds retired from the U.S. Marine Corps in July 2021 after 35 years of service. During her distinguished career with the U.S. Marine Corps, she earned the rank of Lieutenant General in May 2018 and served as Deputy Commandant for Information from July 2018 to July 2021 and Acting Commander of the Marine Corps Forces Space Command from August 2019 to December 2020. She is the third woman to be promoted to Lieutenant General (three-star) in the history of the U.S. Marine Corps. Prior to that, she also served as Commander of the Marine Corps Forces Cyberspace Command from September 2015 to July 2018. Ms. Reynolds also served from 2015 to 2021 as a member of the U.S. Marine Corps Corporate Board, with oversight responsibility for global strategy, capabilities, and missions. Ms. Reynolds has served as a member of the Board of Trustees at the American Public University System since June 2022.

Skills and qualifications:

▶

Digital, technology, or cybersecurity experience: Ms. Reynolds brings extensive information technology and cybersecurity expertise to our Board as a result of her 35-year career in various leadership and command roles in the U.S. Marine Corps, including her experience developing, leading and managing the U.S. Marine Corps’ $12 billion global information portfolio spanning intelligence, information technology, networking, cyber, space and information.

▶

Risk Management: Ms. Reynolds brings valuable risk management expertise to our Board through her current role as a consultant advising on large-scale risk management, her commands and strategic leadership roles in the U.S. Marine Corp relating to cyber, space, and information/digital technologies, and her service on the U.S. Marine Corps Corporate Board.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Proposal 1 — Election of directors

John P. Wiehoff
Director since January 2020

Committees

▶

Public Responsibility

▶

Risk Management

Business Experience: Mr. Wiehoff, 61, 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:

▶

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

▶

Donaldson Company, Inc. from 2003 to 2022

▶

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, as well as extensive executive management experience.

▶

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

▶

Digital, technology, or cybersecurity experience: Through his experience as the leader at a logistics company, Mr. Wiehoff provides extensive expertise to our Board in executing strategy around technological transformation.

▶

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.

Scott W. Wine
Director since
July 2014

Committees

▶

Chair, Compensation and Human Resources

▶

Audit

▶

Executive

Business experience: Mr. Wine, 55, 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. Mr. Wine began his career as an officer in the United States Navy.

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 and his current experience as a director 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 consumer expectations and retail business gained from his leadership of a consumer-focused company.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

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, Alan B. Colberg, Kimberly N. Ellison-Taylor, Kimberly J. Harris, Roland A. Hernandez, Olivia F. Kirtley, Richard P. McKenney, Yusuf I. Mehdi, Loretta E. Reynolds, John P. Wiehoff and Scott W. Wine. Andrew Cecere is not independent because he is an executive officer of U.S. Bancorp. The Board had determined that Karen S. Lynch was an independent director prior to her retirement from the Board in April 2022.

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 (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 Microsoft Corporation, a corporation with which our director Yusuf I. Mehdi is affiliated.

The Board determined that these relationships, which are described later in this proxy statement under the heading “Related Person Transactions,” do not impair Mr. Mehdi’s independence. This determination was based on the Board’s conclusion that the amounts involved in transactions between U.S. Bancorp and Microsoft are immaterial to Microsoft’s gross revenues and that the relationships had no unique characteristics that could influence Mr. Mehdi’s impartial judgment as a director of U.S. Bancorp.

U.S. Bancorp 2023 Proxy Statement

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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 Independent Director with the substantial leadership responsibilities detailed below. The Lead Independent 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, our Lead Independent Director is empowered with, and exercises, robust and well-defined duties reflected in our Corporate Governance Guidelines that were most recently enhanced in January 2022 and are summarized below.

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, and will retire from the Board following expiration of her current term at the 2023 annual meeting. Following the Governance Committee’s review of potential candidates and due deliberation, the Governance Committee recommended that the Board appoint Roland A. Hernandez to succeed Ms. Kirtley as Lead Independent Director upon her retirement, and the Board approved Mr. Hernandez’s appointment at its meeting in January 2023. Our Board, through its annual assessment process, believes that the existing structure continues to be the appropriate leadership structure for the company at this time.

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, which is especially helpful in light of the company’s acquisition and integration of MUFG Union Bank, and to lead discussions on long-term strategy and 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 Independent 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.

U.S. Bancorp 2023 Proxy Statement

TABLE OF CONTENTS

Corporate governance

Lead Independent Director

In connection with her service as Lead Independent Director, Ms. Kirtley brings her deep business and board leadership experience, independent perspective and guidance, and expertise on corporate governance and other issues to the Board. As a corporate governance consultant, faculty member of The Conference Board Directors’ Institute, and experienced public company director, 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.

Starting in 2021, the Governance Committee devoted significant time and attention to Board succession planning, including an appropriate and well-considered Lead Independent Director succession plan. During the planning process, the Governance Committee considered feedback received through the Board’s annual evaluation process, considered a number of factors, skills, qualifications, and attributes that the Governance Committee deemed relevant in connection with recommending a successor as Lead Independent Director, and regularly updated the Board as part of its planning. Following the Governance Committee’s deliberate review and recommendation, the Board appointed Mr. Hernandez to succeed Ms. Kirtley as Lead Independent Director upon her retirement. A thoughtful transition plan is in place for Mr. Hernandez, and he has been working closely with Ms. Kirtley as part of that transition. Our Lead Independent Director regularly meets with Mr. Cecere and key regulators, regularly communicates with independent directors and the chairs of each of the Board’s committees, and acts as a regular communication channel between the independent directors and the CEO, providing advice and feedback from the Board.

Mr. Hernandez will bring deep business and board leadership experience to his upcoming role as Lead Independent Director. As the founding principal and Chief Executive Officer of a company engaged in the acquisition and management of media assets, and through his vast experience as a leader and member of numerous public company boards, he contributes substantial corporate governance and risk management expertise to the Board. He currently serves as the Chair of the Capital Planning Committee and a member of the Governance and Executive Committees and has previously served as Chair of the Audit Committee.

		Role of Lead Independent Director
		The independent directors entrust the Lead Independent Director with the following well-defined and robust 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;

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Role of Lead Independent Director (continued)

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Shareholders and other stakeholders

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

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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

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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 Independent 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 11 meetings during 2022. 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 2022 was 99%. Directors are expected to attend all meetings of shareholders. All directors serving at the time attended the 2022 annual meeting.

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 10 meetings during 2022			▶ 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: Warner L. Baxter (Chair), Elizabeth L. Buse, Alan B. Colberg, Kimberly N. Ellison-Taylor and Scott W. Wine Audit committee financial experts: Warner L. Baxter, Alan B. Colberg, Kimberly N. Ellison-Taylor and Scott W. Wine * Mr. Baxter became Chair on April 19, 2022. Mr. Colberg joined the committee on January 24, 2023.

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	Committee			Primary responsibilities and membership
	Capital Planning Held 7 meetings during 2022			▶ 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 Loretta E. Reynolds* * Ms. Reynolds joined the committee on October 18, 2022.
	Compensation and Human Resources Held 6 meetings during 2022			▶ 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, Kimberly J. Harris* and Olivia F. Kirtley * Ms. Harris joined the committee on October 18, 2022.
	Governance Held 6 meetings during 2022			▶ 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 shareholders and other interested parties concerning corporate governance, environmental and social matters and related governance disclosures; 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

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	Committee			Primary responsibilities and membership
	Public Responsibility Held 4 meetings during 2022			▶ 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 disclosures; and ▶ reviewing our diversity, equity and inclusion strategy and progress against goals. Current members: Dorothy J. Bridges (Chair), Alan B. Colberg, Kimberly N. Ellison-Taylor, Yusuf I. Mehdi and John P. Wiehoff Mr. Colberg joined the committee on January 24, 2023.
	Risk Management Held 6 meetings during 2022			▶ 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, Loretta E. Reynolds* and John P. Wiehoff * Ms. Reynolds joined the committee on October 18, 2022.
	Cybersecurity Oversight Subcommittee Held 6 meetings during 2022			▶ Assisting the Risk Management Committee in its oversight of the company’s cybersecurity risk management program, including the effectiveness of the program and the company’s practices for identifying, assessing and mitigating cybersecurity risks; ▶ overseeing the company’s controls to prevent, detect and respond to cyber attacks, cybersecurity incidents, or information or data breaches; ▶ overseeing the company’s cyber resiliency, including cybersecurity crisis preparedness, incident response plans, and business continuity and disaster recovery capabilities; and ▶ reviewing company investments in cybersecurity infrastructure and program needs. Current members: Yusuf I. Mehdi (Chair), Elizabeth L. Buse, Andrew Cecere, Richard P. McKenney and Loretta E. Reynolds* * Ms. Reynolds joined the committee on October 18, 2022.
	Executive Held 0 meetings during 2022			▶ 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), Warner L. Baxter, Dorothy J. Bridges, Kimberly J. Harris, Roland A. Hernandez, Olivia F. Kirtley, Richard P. McKenney and Scott W. Wine Mr. Baxter joined the committee on April 19, 2022.

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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.

Compensation Committee Interlocks and Insider Participation

Warner L. Baxter, Kimberly J. Harris, Olivia F. Kirtley, Karen S. Lynch and Scott W. Wine served as members of the Compensation and Human Resources Committee during 2022. During 2022, no member of the Compensation and Human Resources Committee was an employee, officer, or former officer of the company. None of our executive officers served in 2022 on the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of our Board or the Compensation and Human Resources Committee. As described under the “Related Person Transactions” section of this proxy statement, in 2022, some Compensation and Human Resources Committee members had transactions in the ordinary course of business with our banking and broker-dealer subsidiaries.

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.

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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:

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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 and enhanced the director orientation and onboarding process. In addition, the Governance Committee has received information about the skills and qualifications that directors would like future Board or committee members to have, the continued importance of diversity on the Board, and topics for ongoing Board education as well as discussion at future Board meetings. 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

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committees, including the acquisition and integration of MUFG Union Bank, and how committee action is most effectively communicated to the full Board.

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. Separate Board education sessions held in 2022 focused on business, strategy, and cybersecurity topics. 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. Management makes information available to all directors on a quarterly basis about upcoming external director education programs.

Ethics and conduct

We are deeply committed to maintaining the highest standards of ethical conduct that reflect our purpose and core values, and which allow us to build trust with our customers and the communities we serve. In recognition of that commitment, for the eighth consecutive year, we were named one of the World’s Most Ethical Companies® in 2022 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.

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 2022, we reached out to our top 50 institutional investors and invited them to talk to us about corporate governance, environmental and social matters, executive compensation and disclosure matters, and any other topics they wished to discuss. We also engage throughout the year with additional shareholders, including at their request, outside of our fall outreach effort.

Contacted our top 50
institutional investors as part
of our fall outreach program

(~50% of shares outstanding)

Held engagement calls with 11 institutional investors during fall 2022

(~14% of shares outstanding)

We engaged with additional investors who contacted us directly to engage on specific topics of interest

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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.

Environmental, Social and Governance highlights

Evidencing our commitment to ESG matters, in 2021 we created an ESG Program Office to develop and manage our ESG strategy and created an ESG-focused senior operating committee dedicated to the integration of ESG activities into our business strategy. We also appointed a climate risk executive who works in partnership with the ESG Program Office and focuses on identification, measurement, monitoring, and mitigation of risks associated with climate change.

Our work is guided by three ESG pillars: lead with core values, enable a sustainable future, and increase equity, access and economic empowerment. In alignment with these pillars, our Board and management have shown a commitment to these matters by:

▶

launching in 2021 the U.S. Bank Access Commitment™, a long-term series of initiatives to address the persistent racial wealth gap and increase wealth building opportunities

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announcing in 2021 several company-wide commitments to address the impacts of climate change on our business, customers and communities, including:

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

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setting a goal to source 100% renewable electricity within our operations by 2025

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setting an environmental finance goal of $50 billion by 2030

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joining the Partnership for Carbon Accounting Financials (PCAF), committing to measure and disclose financed emissions using PCAF standards

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announcing a five-year Community Benefits Plan to provide $100 billion in loans, investments, and other support to benefit low- and moderate-income borrowers and communities of color in connection with our acquisition of MUFG Union Bank.

Under the Board’s oversight, we continue to make progress across our ESG pillars and commitments.

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Human capital management highlights

We recognize that supporting, engaging, and continuously upskilling our workforce is central to meeting evolving corporate and customer needs.

▶

Talent Strategy and Development

Our talent strategy strives to strengthen and diversify our talent pipeline through continuous learning and development. Within our learning ecosystem, we offer all employees development resources and programs on a range of technical and professional topics. We also introduced the One U.S. Bank leadership profile, a common framework to grow talent for the future. The framework will be used to consistently hire, coach and develop talent, evaluate performance, and succession plan. We also offer affinity-based development programs to provide equitable access to development opportunities and launched our High Impact Development Program, which is focused on growing our leadership pipeline of women and professionals of color. Our hiring program includes the inclusion of at least one woman or one person of color on interview slates for all roles to further advance our talent and diversity, equity and inclusion strategy.

▶

Inclusive Culture

We draw strength from diversity and are committed to creating an inclusive culture where all employees are valued. Our Business Resource Groups (BRGs) are foundational to our culture and provide employees the opportunity to network, learn, develop new leadership skills, and contribute to our company and communities. Our 10 BRGs propel accountability for diversity and inclusion at all levels within our organization. We also value our employees’ opinions and use their feedback in a variety of ways at all levels of the organization to improve our company, customer and employee experiences. One of our cornerstone programs is Your Voice Matters: Talk to Us through which all employees are given an opportunity to provide feedback on an ongoing basis on a variety of topics, which allows us to be responsive to feedback and measure employee sentiment and engagement.

▶

Compensation and Benefits

Maintaining competitive compensation and benefits practices aligns with our core values of putting people first, powering potential, and staying a step ahead. In 2022, the company made significant compensation investments in the workforce, including increasing the minimum base hourly wage from $15 to $20 per hour for U.S. employees and implementing targeted off-cycle compensation increases to certain employee groups globally to improve competitive compensation and address escalating inflationary pressures. More than 50% of our employees were positively impacted by these actions in 2022.

To ensure employees are compensated fairly, we have processes in place to address gender and racial pay inequities and conduct periodic reviews of employee pay levels across gender and racial categories with the help of an independent third-party consultant. In our 2022 review, on average, employees of the company in the U.S. who are women were paid greater than 99% of what their male counterparts were paid, and employees of the company in the U.S. who are people of color were paid greater than 99% of what their white counterparts were paid, taking into account several factors including comparable jobs, experience, and location. The 2022 review did not include employees from the MUFG Union Bank acquisition who joined the company on December 1, 2022.

We believe that comprehensive benefits programs are essential to attracting and retaining employees. In 2022, the company focused on minimizing increases to employee benefit costs and materially enhanced parental leave, fertility, and part-time employee benefits to further support our employees’ evolving needs. We also maintain an active cash balance pension program for which newly hired employees are eligible along with a 401(k) matching program.

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Recognition

We are proud to be recognized for our commitment to ethical business conduct. A few of our recent awards are included below. We earned these honors from January 1, 2022 through December 31, 2022, unless otherwise noted.

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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:

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.

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		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 risk management; – the Board enhanced its composition in 2022 through the addition of Loretta E. Reynolds to the Board. Ms. Reynolds brings extensive information technology and cybersecurity expertise to our Board and serves on the Risk Management Committee and its Cybersecurity Oversight Subcommittee; – 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 includes 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 “deep-dive” climate risk updates. ▶ To enhance reporting to our Board, our company has a Climate Risk Executive who focuses on identification, measurement, monitoring and mitigation of risks associated with climate change. ▶ In addition, our company enhanced its risk governance structure by forming a Climate Risk Working Group (CRWG) and Climate Scenario Working Group, which report up to our ESG Committee.

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

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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;

▶

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 reports to the Executive Risk Committee and provides clarity, direction, accountability and oversight of ESG topics managed as part of existing operations, programs and processes. Several working groups, focused on specific ESG-related topics, report up to the ESG Committee, including the following:

▶

the Climate Risk Working Group is led by the Climate Risk Executive and serves as a centralized, integrated forum for information sharing and discussion on topics related to both financial and reputational climate change risk. Key areas of focus for this working group are strategy development, risk analysis and reporting related to climate risk;

▶

the Climate Scenario Working Group is led by the climate risk scenario analysis leader, facilitates the sharing of climate scenario analysis information, ideas and expertise across the company, and supports climate scenario analysis projects by providing subject matter expertise, access to our existing estimation methods and data, and guidance and support in completing analyses and the evaluation and interpretation of results; and

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the Net Zero Working Group is led by the head of the ESG Program Office with representation from the business, risk and credit teams, and is responsible for overseeing execution of the company’s net zero commitment announced in November 2021.

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.

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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.

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Certain relationships and related transactions

Related person transactions

Lending transactions

During 2022, 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, 2022, 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 Yusuf I. Mehdi currently serves as a Corporate Vice President of the Windows and Devices Group at Microsoft Corporation. The company obtains services in the ordinary course of business from Microsoft, including desktop software, server and cloud enrollment, and support and development of products. During 2022, the company paid approximately $53 million to Microsoft for those services. In addition, prior to the closing of the MUFG Union Bank acquisition, MUFG Union Bank and its former affiliates obtained services in the ordinary course of business from Microsoft, including desktop software, operating systems and support for products.

We also entered into a relationship with Microsoft in 2021 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 million and $300 million. Any amounts paid for the cloud computing services in 2022 have been deducted from existing credits with Microsoft. As a result, no actual payments were made under the contract in 2022. The amounts paid for all of these Microsoft products and services, in the aggregate, are less than 2% of each companies’ total revenue. The annual revenue of Microsoft in fiscal year 2022 was approximately $198 billion.

Since December 30, 2022, U.S. Bank has employed Anne St.Clair, the sister of one of our executive officers (James B. Kelligrew), in a Wealth Management advisor role which is a non-executive and non-strategic position. Her annual base compensation is $260,000. Under the terms of her offer, she also will receive a one-time cash award of $140,000 in 2023 to compensate her for amounts forfeited from her prior employer. She is eligible to participate for 2023 in annual business line and long-term incentive plans applicable to employees in similar Wealth Management roles. The annual incentive plan is primarily commission based. In addition, she receives employee benefits generally available to our employees. The company established her compensation consistent with our compensation practices applicable to employees in similar positions with equivalent qualifications and responsibilities.

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 Microsoft, as the case may be, are immaterial to Microsoft’s gross revenues, and that the relationships had no unique characteristics that could influence Mr. Mehdi’s impartial judgment, and that Mr. Mehdi is an independent director.

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Proposal 2 — Advisory vote on executive compensation

Executive compensation is an important matter to us. We are asking our shareholders to provide advisory approval of the compensation of our executive officers named in the Summary Compensation Table, as we have described it in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers (NEOs) in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act). We have been conducting annual advisory votes to approve executive compensation since 2009 and expect to conduct the next advisory vote at our 2024 annual meeting of shareholders.

We have designed our executive compensation program to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. Our company is presenting this proposal, which gives you as a shareholder the opportunity to endorse or not endorse our executive pay program by voting “FOR” or “AGAINST,” or abstaining from voting on, the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as discussed and disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis section, the compensation tables and the related disclosure contained in this proxy statement.”

As discussed in the “Compensation Discussion and Analysis” section below, the Compensation and Human Resources Committee of the Board of Directors believes that the compensation of our NEOs in 2022 was reasonable and appropriate, reflected the performance of our company and the individual performance of each NEO, and aligned our executives’ interests with those of our shareholders to support long-term value creation.

This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures relating to our NEOs described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Board values our shareholders’ opinions, and the Compensation and Human Resources Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

					FOR
		The Board of Directors recommends that you vote “FOR” approval of the compensation of our named executive officers, as disclosed in this proxy statement.

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Proposal 3 — Advisory vote on frequency of future advisory votes on executive compensation

In addition to the advisory approval of our executive compensation program in Proposal 2, we are seeking an advisory vote from you as a shareholder regarding the frequency with which shareholders should have an opportunity to have an advisory vote on our executive compensation program. We are providing you the option of selecting a frequency of every “1 YEAR,” “2 YEARS,” or “3 YEARS,” or you may abstain from voting.

Our shareholders were last provided with the opportunity to vote on the frequency of advisory votes on our executive compensation program in 2017. At that time, our shareholders opted for an annual vote. Based on the results of the 2017 vote, our Board of Directors adopted a policy to hold an annual advisory vote on our executive compensation program. Since the time of our initial frequency vote, it has become a widely accepted practice to hold the advisory vote on executive compensation annually, and we have found that an annual vote facilitates shareholder engagement on executive compensation matters.

We therefore recommend that you select “1 YEAR” when voting on the frequency of advisory votes on executive compensation. Although this vote, which is required pursuant to Section 14A of the Exchange Act, is non-binding, our Board of Directors values the opinions of our shareholders and will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation. A frequency vote similar to this one will occur at least once every six years.

					1 YEAR
		The Board of Directors recommends that you vote “1 YEAR” for the frequency of future advisory votes on executive compensation.

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Compensation discussion and analysis

This section explains how we compensated the individuals who served as our CEO or CFO for 2022 and each of our three other most highly compensated executive officers for 2022 (our named executive officers, or NEOs).

The NEOs are as follows for 2022:

▶

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;

▶

Gunjan Kedia, Vice Chair, Wealth Management and Investment Services; and

▶

Timothy A. Welsh, Vice Chair, Consumer and Business Banking.

Reference Guide

	Executive compensation overview					45
	Philosophy and objectives of our executive compensation program					47
	Base salary					48
	Annual cash incentive awards					48
	▶ How we determine our NEOs’ annual cash incentive awards					48
	▶ Setting the Target Award Amounts					49
	▶ Calculating the Final Bonus Funding Percentage					49
	▶ Funding and Payout of Corporate Result					51
	▶ The Qualitative Review					51
	▶ Factoring in individual performance and risk sensitivity					52
	Long-term incentive awards					53
	▶ Establishing the structure of the equity awards					53
	▶ Setting the value of the equity awards					53
	▶ Selecting the performance metrics for the PRSU awards					53
	▶ Setting the levels of absolute and relative ROE for the PRSU performance matrix					54
	Decision making and policies					55
	▶ Who is involved in making executive compensation decisions					55
	▶ How executive compensation is determined					56
	▶ Compensation peer group					57
	▶ Stock ownership and retention requirements					57
	▶ Clawback and forfeiture provisions applicable to executive awards					58
	▶ Change-in-control provisions for executive officers					58
	▶ Health and other benefits					58
	▶ Hedging and pledging policy					58
	▶ Risk considerations					58

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Compensation discussion and analysis

Executive compensation overview

Program structure in 2022

Our Compensation and Human Resources Committee (referred to herein as the Committee) considers the views of our shareholders, along with industry trends and the specific strategy of our company, when designing our executive compensation program. The Committee considers the high level of support for our recent Say on Pay votes — over 92% in each of the last five years — as a continuing endorsement from our shareholders that our executive compensation program is structured effectively. In light of this sustained level of shareholder support, the Committee did not make any structural changes to our executive compensation program as a result of the 2022 Say on Pay vote.

2022 performance-based compensation results

Our 2022 compensation outcomes reflect our pay for performance philosophy, demonstrated through incentives earned based on achievement levels relative to goals designed to focus on long-term shareholder value creation.

▶

Payouts for NEOs’ 2022 annual cash incentive awards ranged from 114.3% to 122.7% of their respective target amounts, based on strong earnings per share (EPS) and business line pretax income results for the year. The Committee made upwards performance adjustments to three NEO’s cash incentive awards related primarily to their significant individual contributions to the closing of the MUFG Union Bank acquisition.

▶

The PRSUs granted in 2020 were earned at 119.1% of the NEO’s respective target amounts, based on absolute and relative return on equity (ROE) results for 2020-2022. Our ROE performance was consistently in the top-quartile relative to the peer group during that period.

Corporate financial performance

In 2022, our company continued to demonstrate its financial strength and diversified business model by maintaining its sound credit quality and strong capital and liquidity position, while continuing to invest in key business initiatives to drive future growth. On December 1, 2022, we successfully completed the acquisition of MUFG Union Bank, which meaningfully increased our market share in California by adding approximately one million consumer, 700 commercial, and 190,000 business banking customers. Credit quality remains strong as we prudently manage credit underwriting with a through-the-cycle view and continue to maintain healthy capital and liquidity levels given the uncertain economic environment.

[MISSING IMAGE: bc_efficiencyratio-pn.jpg]

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Compensation discussion and analysis

Elements of total direct compensation

Sound compensation practices

Our executive compensation program incorporates many strong governance features:

		What we do
		Significant majority of each executive officer’s compensation is at risk
		We may cancel unvested equity awards and reduce cash incentive compensation for executives who demonstrate inadequate sensitivity to risk
		Our clawback policy allows us to recoup annual cash incentive payouts attributable to incorrectly reported earnings
		We have meaningful stock ownership and hold-until-retirement requirements
		The Committee retains an independent compensation consultant that provides no other services to our company

		What we don’t do
		No employment or change-in-control agreements for our executive officers
		We do not permit executive officers to hedge or pledge their company stock
		No single-trigger accelerated vesting of equity awards upon a change-in-control of the company
		No tax gross-ups (except in relation to relocation expenses)
		No dividends paid on unearned PRSUs; dividend equivalents accrued on earned PRSUs are not paid until the awards vest

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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 serves to 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 also with non-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 depends on our long-term financial success, as reflected in the price of our common stock.

At the same time, the Committee carefully weighs the risks inherent in our executive compensation program against the program’s goals 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 our complexity and size relative to our peer institutions and the comparability of our NEOs’ 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;

▶

business line performance as applicable for NEOs;

▶

compensation actions applicable to the broader employee base; and

▶

key talent succession planning and retention considerations.

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Compensation discussion and analysis

Compensation elements

Our NEOs’ total direct compensation consists of three elements:

▶

Base salary;

▶

Annual cash incentive awards; and

▶

Long-term incentive compensation (comprising 60% PRSUs and 40% RSUs).

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.

2022 salary actions: The Committee adjusted each of the NEOs’ base salaries in 2022 primarily to reflect competitive market conditions. In determining Mr. Cecere’s base salary increase of $100,000, the Committee also considered that his last base salary increase was in 2019. The Committee approved based salary increases for the other NEOs between $25,000 – $45,000, as shown below. None of our NEOs received salary increases in 2021.

NEO	2021 base salary			2022 base salary
Andrew Cecere		$	1,200,000		$	1,300,000
Terrance R. Dolan		$	725,000		$	750,000
Jeffry H. von Gillern		$	675,000		$	700,000
Gunjan Kedia		$	655,000		$	700,000
Timothy A. Welsh		$	655,000		$	700,000

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 under our Annual Executive Incentive Plan (the AEIP), which are set at target levels that reflect their roles and responsibilities. Potential payout opportunities under the AEIP are designed to reward achievement of corporate and business line goals.

The formula for calculating each NEO’s Annual Cash Incentive Payout under the AEIP consists of the following:

▶

Each NEO’s Target Award Amount, which is set by the Committee as a percentage of the NEO’s 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. In no event may individual payouts exceed 200% of an NEO’s Target Award Amount.

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Setting the Target Award Amounts

The Target Award Amount — which is expressed as a percentage of each executive 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.

2022 target award actions: The Committee made the following adjustments to the Target Award Percentages for each of our NEOs in 2022 to ensure that target compensation levels remained competitive within our compensation peer group.

NEO	Target Award Percentage for 2021		Target Award Percentage for 2022		Target Award Amount for 2022
Andrew Cecere		265%		300%		$	3,900,000
Terrance R. Dolan		180%		200%		$	1,500,000
Jeffry H. von Gillern		160%		180%		$	1,260,000
Gunjan Kedia		160%		180%		$	1,260,000
Timothy A. Welsh		160%		180%		$	1,260,000

Calculating the Final Bonus Funding Percentage

The Bonus Funding Percentage is calculated using two evenly weighted factors:

▶

the Corporate Result, which is based on EPS performance, for 2022 as adjusted; and

▶

the Business Line Result, which is based on applicable business line or corporate pretax income performance for the executive officer.

The Committee believes that EPS and pretax income targets 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 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 pretax income are used across the organization for cash bonus payout calculations, and the Committee believes that using these measures in executive officer incentive award calculations supports alignment with their areas of responsibility.

Both the Corporate Result and Business Line Result 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. Under the AEIP, the Committee has the authority to adjust results to exclude the effect of certain events.

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The Final Bonus Funding Percentage is calculated as follows:

▶

Corporate Result: The percentage by which corporate EPS differs from the EPS target is multiplied by a leverage factor to magnify the positive or negative variation from the results, yielding the Corporate Result. A leverage factor of 2:1 is applied to corporate achievement of EPS goals between 80% and 120% of target. For any amount by which corporate achievement of EPS goals is less than 80% or more than 120%, the leverage factor is 1:1.

✓ The target level of EPS set by the Committee for 2022 was $4.18.

▶

Business Line Result: A payout component is calculated for each business line 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 Ms. Kedia and Mr. Welsh, 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 holistic assessment of performance on key strategic priorities, as described below. The results of the Committee’s assessment of these additional performance factors allows the Committee to adjust the formulaic bonus calculation by up to 25% (either positively or negatively) to create greater alignment with overall organizational performance if appropriate.

2022 Corporate Result: The Corporate Result was 114.9% and was calculated as follows:

▶

The target level of EPS set by the Committee for 2022 was $4.18. The 2022 EPS target was set for the legacy U.S. Bancorp excluding the impact of the acquisition of MUFG Union Bank.

▶

The company reported EPS results of $3.69, which the Committee adjusted upward by $0.80 for purposes of the corporate result to account for notable items, including the MUFG Union Bank acquisition in December 2022 and loan loss reserve variation as described below.

▶

The resulting adjusted EPS value used to calculate the Corporate Result was $4.49.

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▶

The Corporate Result of 114.9% was the outcome after applying the leverage factor to the percentage difference between target and adjusted EPS results.

Funding and Payout of Corporate Result

For purposes of computing the Formulaic Bonus Funding Percentage for the Corporate Result, the Committee adjusts actual reported EPS to (i) 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 and (ii) normalize any notable items that impacted EPS during the performance year.

The Committee established its approach to adjusting for variation in our loan loss reserve in 2020 in connection with our adoption of the Current Expected Credit Losses (CECL) accounting standard in January 2020. Our adoption of CECL creates the potential for significant accounting volatility and uncertainty with respect to the loan loss reserve that is often dependent upon a number of judgmental factors and economic assumptions. In an effort to measure performance based on actual credit losses, the company excludes changes in the allowance driven by these factors and includes net charge-offs in the determination. For 2022, this calculation resulted in an upward adjustment to our reported EPS of $0.17.

It has also been the Committee’s practice to adjust for notable items that are unusual or related to acquisitions. In 2022, the EPS result was adjusted upward by $0.76 to exclude the impact of merger and integration charges associated with the MUFG Union Bank acquisition. The Committee also made downward adjustments for the MUFG Union Bank contribution of $0.03 per diluted share and $0.10 per diluted share to reduce the benefit of the significantly rising interest rates. The Committee adjustments resulted in a total Corporate Result EPS of $4.49.

2022 Business Line Results: The Business Line Result was 110.5%, which was calculated as follows:

▶

For 2022, pretax income results, inclusive of the regular adjustments relating to loan loss reserves and CECL described above and adjustments for notable items related to the MUFG Union Bank acquisition, ranged from 78.4% to 122.1% of target performance across our company’s 17 revenue-producing business lines.

▶

These results generated Business Line Results of 58.4% to 142.1% following application of the leverage factor and the 0% floor and 200% ceiling.

▶

The weighted average Business Line Result of all business lines was 110.5%.

For purposes of computing the Formulaic Bonus Funding Percentage 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			110.5% (based on weighted average pretax income results for all the company’s business lines)
	Gunjan Kedia			115.4% (based on weighted average pretax income results for the business lines within the Wealth Management and Investment Services group)
	Timothy Welsh			113.7% (based on weighted average pretax income results for the business lines within the Consumer and Business Banking 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.

For 2022, the Qualitative Review focused on the Committee’s assessment of performance relative to key strategic initiatives, including the MUFG Union Bank acquisition, company-wide transformation initiatives, ESG and community-related

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Compensation discussion and analysis

initiatives such as our environmental commitments and improvements in ESG reporting and disclosure, diversity, equity and inclusion initiatives such as internal human capital management and our commitments under U.S. Bank Access Commitment™, as well as continued strong focus on risk management and compliance.

2022 Qualitative Review actions: Based on its assessment of corporate performance and the factors noted above, the Committee decided not to make any qualitative adjustments to the formulaic bonus funding percentage outcome for 2022. In making this decision, the Committee determined that the formulaic outcomes appropriately recognized the performance of the company in 2022. The Committee recognized that strong progress was made in connection with the successful closing of the MUFG Union Bank acquisition, internal transformation efforts, the announcement of a significant Community Benefits Plan, and the company’s Net Zero and other environmental commitments, but decided to focus on targeted individual performance adjustments to recognize significant contributions toward these goals rather than make a broader qualitative adjustment to company incentive funding levels.

Factoring in individual performance and risk sensitivity

The Committee considers the performance of the business lines m