|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards
|
|
|
Stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
|
Number of
securities
underlying
unexercised
options (#)
unexercisable
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
|
|
Number of
stock
units that
have not
vested
(#)
|
|
|
Market value
of stock
units that
have not
vested
($)1
|
|
|
Equity incentive
plan awards:
number of
unearned stock
units that have
not vested
(#)
|
|
|
Equity incentive
plan awards:
market or
payout value
of unearned
stock units
that have not
vested
($)1
|
|
Andrew Cecere
|
|
|
76,688
|
|
|
25,563
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,445
|
|
|
|
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,044
|
|
|
|
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,366
|
|
|
|
|
|
40.32
|
|
|
2/20/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,948
|
|
|
|
|
|
33.99
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,187
|
|
|
|
|
|
28.63
|
|
|
2/15/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,958
|
(3)
|
|
2,933,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141,654
|
(4)
|
|
6,599,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,021
|
(5)
|
|
2,004,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,471
|
(6)
|
|
6,730,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,852
|
(7)
|
|
831,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,900
|
(8)
|
|
4,421,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,192
|
(9)
|
|
1,080,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
39,621
|
|
|
13,208
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,331
|
|
|
|
|
|
41.88
|
|
|
7/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,455
|
|
|
|
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,531
|
|
|
|
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,583
|
|
|
|
|
|
40.32
|
|
|
2/20/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,918
|
|
|
|
|
|
33.99
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,354
|
(3)
|
|
1,227,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,296
|
(4)
|
|
2,762,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,590
|
(5)
|
|
866,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,425
|
(6)
|
|
2,908,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,992
|
(7)
|
|
372,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,483
|
(8)
|
|
1,979,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,985
|
(9)
|
|
558,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
29,399
|
|
|
9,800
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,802
|
|
|
|
|
|
39.49
|
|
|
2/18/2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,614
|
|
|
|
|
|
44.32
|
|
|
2/19/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,000
|
|
|
|
|
|
40.32
|
|
|
2/20/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,183
|
|
|
|
|
|
33.99
|
|
|
2/14/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,132
|
(3)
|
|
937,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,297
|
(4)
|
|
2,110,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,279
|
(5)
|
|
618,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,590
|
(6)
|
|
2,077,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,656
|
(7)
|
|
263,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,064
|
(8)
|
|
1,400,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,891
|
(9)
|
|
414,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards
|
|
|
Stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
|
Number of
securities
underlying
unexercised
options (#)
unexercisable
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
|
|
Number of
stock
units that
have not
vested
(#)
|
|
|
Market value
of stock
units that
have not
vested
($)1
|
|
|
Equity incentive
plan awards:
number of
unearned stock
units that have
not vested
(#)
|
|
|
Equity incentive
plan awards:
market or
payout value
of unearned
stock units
that have not
vested
($)1
|
|
Timothy A. Welsh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,837
|
(3)
|
|
784,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,884
|
(4)
|
|
1,765,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,154
|
(5)
|
|
519,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,455
|
(6)
|
|
1,745,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,935
|
(7)
|
|
183,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,915
|
(8)
|
|
974,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,811
|
(10)
|
|
177,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
20,450
|
|
|
6,817
|
(2)
|
|
55.01
|
|
|
2/16/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,837
|
(3)
|
|
784,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,884
|
(4)
|
|
1,765,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,154
|
(5)
|
|
519,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,455
|
(6)
|
|
1,745,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,918
|
(7)
|
|
229,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,143
|
(8)
|
|
1,218,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,187
|
(9)
|
|
288,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The amounts in this column are calculated
using a per share value of $46.59, the closing market price of a share of our common stock on December 31, 2020.
-
2.
-
These non-qualified stock
options vest at the rate of 25% per year; 25% vested on each of February 16, 2018, 2019 and 2020, with remaining vesting to occur on February 16, 2021.
-
3.
-
These RSUs vest at the rate
of 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, with vesting dates of February 10, 2021, 2022, and 2023.
-
4.
-
The number of PRSUs listed
is the maximum number that could be earned during the three-year performance period of January 1, 2020 to December 31, 2022. The number of PRSUs earned will be between 0 and 150% of
target based on the company's absolute and relative ROE performance during that period, as set in the applicable award agreements. Performance for 2020 was above target, but the results could change
during the remaining two years of the performance period. Any earned PRSUs will vest on February 10, 2023, the third anniversary of the grant date.
-
5.
-
These RSUs vest at the rate
of 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date; 33% vested on February 14, 2020, with remaining vesting to occur on
February 14, 2021 and 2022.
-
6.
-
The number of PRSUs listed
is the maximum number that could be earned during the three-year performance period of January 1, 2019 to December 31, 2021. The number of PRSUs earned will be between 0 and 150% of
target based on the company's absolute and relative ROE performance during that period, as set in the applicable award agreements. Performance for each of 2019 and 2020 was above target, but the
results could change during the remaining year of the performance period. Any earned PRSUs will vest on February 14, 2022, the third anniversary of the grant date.
-
7.
-
These RSUs vest at the rate
of 33% on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date; 33% vested on each of February 14, 2019 and 2020, with remaining vesting to
occur on February 14, 2021.
-
8.
-
These PRSUs, the number of
which was determined based on our actual performance during the three-year performance period of January 1, 2018 to December 31, 2020, compared to the targets set in the applicable award
agreements, vest on February 14, 2021, the third anniversary of the grant date.
-
9.
-
These PRSUs, the number of
which was determined based on our actual 2017 performance compared to the targets set in the applicable award agreements, vest at the rate of 25% per year; 25% vested on each of February 16,
2018, 2019 and 2020, with remaining vesting to occur on February 16, 2021.
-
10.
-
These RSUs, granted to
Mr. Welsh as part of his compensation package at hire, vest at the rate of 25% per year; 25% vested on each of February 16, 2018, 2019 and 2020, with remaining vesting to occur on
February 16, 2021.
|
|
|
|
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
|
52
|
Table of Contents
Executive compensation
|
|
Option exercises and stock vested
|
The
following table summarizes information with respect to stock option awards exercised and RSUs and PRSUs vested during fiscal 2020 for each of the NEOs.
Option exercises and stock vested during fiscal 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option awards
|
|
|
Stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Number of shares
acquired on exercise
(#)
|
|
|
Value realized
on exercise
($)
|
|
|
Number of shares
acquired on vesting
(#)
|
|
|
Value realized
on vesting
($)1
|
|
Andrew Cecere
|
|
|
|
|
|
|
|
|
90,799
|
|
|
5,006,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
|
|
|
|
|
|
37,127
|
|
|
2,047,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
|
|
|
|
|
|
29,785
|
|
|
1,642,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy A. Welsh
|
|
|
|
|
|
|
|
|
13,122
|
|
|
723,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
|
|
|
|
|
|
23,235
|
|
|
1,218,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Value realized on vesting
Value determined by multiplying the number of vested shares by the market value on the vesting date (determined for these purposes as the closing market price of
a share of our common stock on the date prior to the vesting date, or on the most recent prior business day in the event the date prior to the vesting date is not a business day).
Defined benefit pension plans
Our company sponsors two defined benefit pension plans: the U.S. Bank Pension Plan and the U.S. Bank Legacy Pension Plan. The U.S. Bank Legacy Pension Plan
was established effective January 1, 2020, to receive a transfer from the U.S. Bank Pension Plan of the accrued benefits of participants who terminated employment prior to January 1,
2020. The U.S. Bank Legacy Pension Plan and the U.S. Bank Pension Plan have substantively identical terms. If an employee whose pension was transferred to the U.S. Bank Legacy Pension Plan is rehired,
the employee will participate in the U.S. Bank Legacy
Pension Plan on the same terms as the employee would have participated in the U.S. Bank Pension Plan prior to the spinoff. Employees may only participate in the U.S. Bank Pension Plan or the U.S. Bank
Legacy Pension Plan under no circumstance may an employee participate in both plans.
Because
the U.S. Bank Legacy Pension Plan received accrued benefits transferred from the U.S. Bank Pension Plan, the history of the U.S. Bank Pension Plan is relevant to both plans. The U.S. Bank
Pension Plan was created through the merger of the former U.S. Bancorp's career average pay defined benefit plan, known as the "U.S. Bancorp Cash Balance Pension Plan," and the former Firstar
Corporation's non-contributory defined benefit plan, which was primarily a final average pay plan. On July 3, 2008, the U.S. Bank Pension Plan was frozen to new hires and on November 15,
2009, the U.S. Bank Pension Plan was frozen to rehires. Employees who were hired prior to July 3, 2008, or rehired prior to November 15, 2009, could elect to continue to accrue benefits
under the final average pay formula of the U.S. Bank Pension Plan, or could elect to accrue benefits under the cash balance portion of the U.S. Bank Pension Plan known as the U.S. Bank 2010 Cash
Balance Plan. If no election was made, those employees defaulted into the U.S. Bank 2010 Cash Balance Plan. For employees who elected to accrue benefits under the final average pay formula, benefits
are calculated using a final average pay formula, based upon the employee's years of service and average salary during the five consecutive years of service in which compensation was the highest
during the ten years prior to retirement, with a normal retirement age of 65.
Effective
January 1, 2010, our company established a new cash balance formula for certain current and all future eligible employees known as the U.S. Bank 2010 Cash Balance Plan. Under the cash
balance formula, participants receive annual pay credits based on eligible pay multiplied by a percentage determined by their age and years of service. Participants also receive an annual interest
credit. Participants in the pension plan that elected to receive pension benefits using the cash balance formula or defaulted into the cash balance formula had their existing benefits in the pension
plan frozen and earn future benefits under the cash balance formula.
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Substantially
all employees are eligible to receive benefits under the U.S. Bank Pension Plan or the U.S. Bank Legacy Pension Plan, as applicable. Participation requires one year of service with U.S.
Bancorp or its affiliates, and vesting of benefits requires five years of service for benefits under the final average pay formula and three years of service for benefits under the post-2009 cash
balance formula (and certain legacy plans). Mr. Dolan is the only NEO (of those eligible at the time) who elected to remain covered by the final average pay formula; all other NEOs are covered
by the cash balance formula.
Although
no new benefits are accrued under the former U.S. Bancorp Cash Balance Pension Plan formula and Firstar Corporation's plan formula for service after 2001, benefits previously earned under
those plans have been preserved and will be part of a retiree's total retirement benefit. In order to preserve the relative value of benefits that use the final average pay formula, subsequent changes
in compensation (but not in service) may increase the amount of those benefits.
Federal
laws limit the amount of compensation we may consider when determining benefits payable under qualified defined benefit pension plans. We also maintain a non-contributory, non-qualified
retirement plan (the U.S. Bank Non-Qualified Retirement Plan) that pays the excess pension benefits that would have been payable under our current and prior qualified defined benefit pension plans if
the federal limits were not in effect.
Messrs. Cecere,
Dolan and von Gillern earned benefits under the former U.S. Bancorp Cash Balance Pension Plan that will be included in their ultimate retirement benefits.
As
part of her compensation package agreed to at hire, Ms. Kedia receives an additional 23 years of service when calculating her pay credits in the non-qualified plan. The additional
years of service represent her service with her prior employer.
Supplemental retirement benefits
Messrs. Cecere, Dolan and von Gillern are eligible for a supplemental benefit, which is also paid under the U.S. Bank Non-Qualified Retirement Plan,
that augments benefits earned under the U.S. Bank Pension Plan and the non-qualified excess benefits discussed above. The supplemental benefit ensures that eligible executives receive a total
retirement benefit equal to a fixed percentage of the executive's final average cash compensation. In the case of Messrs. Dolan and von Gillern, their supplemental benefits were frozen in 2001.
For purposes of this supplemental benefit, final average cash compensation includes annual base salary, annual cash bonuses and other cash compensation awards as determined by the Compensation and
Human Resources Committee. Eligibility for these supplemental benefits has been determined by this committee based on individual performance and level of responsibility.
Vesting
of the supplemental benefit is generally subject to certain conditions, including that an executive officer provide a certain number of years of service determined by the Compensation and
Human Resources Committee. Mr. Cecere is eligible for an amount of total retirement benefits at age 65 equal to 55% of the average cash compensation during his final three years of service,
reduced by his estimated retirement benefits from Social Security. Mr. Cecere is fully vested in his supplemental benefit. Mr. Dolan has a frozen monthly annuity of $522 in which he is
fully vested, payable as early as his termination date. Mr. von Gillern also has a frozen monthly annuity benefit of $138 in which he is fully vested, payable as early as his termination date.
In
accordance with his election, Mr. Cecere's supplemental benefit will be paid in the form of a lump sum. For the supplemental benefits payable to Messrs. Dolan and von Gillern, the
standard form is either a lump sum or a joint and survivor annuity, depending on the present value of the lump sum at retirement.
The
present value of the supplemental benefit for Messrs. Dolan and von Gillern is currently less than $400,000, so in accordance with plan rules, their supplemental benefit will default to
payment in a lump sum. Each of Messrs. Dolan and von Gillern has the option to make an election to receive his supplemental benefit as an annuity if the election is made 12 months prior
to the applicable officer's termination date, the officer is over age 55, and the present value of the supplemental benefit exceeds $50,000. The amount of the lump sum distribution equals the
actuarial equivalent of the annuity form of payment and is calculated using substantially similar actuarial assumptions as for our pension plan obligations discussed in Note 16 to our
consolidated financial statements included in our 2020 Annual Report on Form 10-K. The means of calculating the various annuity benefits are described in the pension plan.
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Pension benefits for fiscal 2020
The following table summarizes information with respect to each plan that provides for payments or other benefits at, following, or in connection with the
retirement of any of the NEOs.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan name
|
|
|
Number of
years
credited
service
(#)
|
|
|
Present
value of
accumulated
benefits
($)1, 2
|
|
|
Payments
during last
fiscal year
($)
|
|
Andrew Cecere
|
|
U.S. Bank Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
35
|
|
|
16,401,089
|
|
|
|
|
|
|
Excess benefit
|
|
|
35
|
|
|
7,021,660
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
35
|
|
|
854,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
24,276,856
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
U.S. Bank Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
3
|
|
|
90,603
|
|
|
|
|
|
|
Excess benefit
|
|
|
22
|
|
|
4,970,233
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
22
|
|
|
980,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
6,041,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
U.S. Bank Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
1
|
|
|
21,384
|
|
|
|
|
|
|
Excess benefit
|
|
|
20
|
|
|
1,271,233
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
20
|
|
|
467,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
1,759,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy A. Welsh
|
|
U.S. Bank Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess benefit
|
|
|
4
|
|
|
176,452
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
4
|
|
|
49,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
226,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
U.S. Bank Non-Qualified Retirement Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess benefit
|
|
|
27
|
|
|
368,530
|
|
|
|
|
|
|
U.S. Bank Pension Plan
|
|
|
4
|
|
|
50,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
419,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The measurement date and material
actuarial assumptions applied in quantifying the present value of the current accrued benefits are discussed in Note 16 to our consolidated financial statements included in our 2020 Annual Report on
Form 10-K. These assumptions include the use of a 2.55% discount rate for the supplemental and excess plans and a 2.91% discount rate for the qualified pension plan. The mortality assumptions
used are based on the white collar PRI-2012 mortality table projected generationally using the MP-2020 improvement scale. The average pay used for the benefit calculations was historical pay through
the measurement date (December 31, 2020).
The amounts in this column were calculated based on the earliest age at which the applicable officer is entitled to
receive unreduced retirement benefits and ignore any vesting requirements. The earliest age of unreduced retirement benefits is 65 for all our NEOs, and all are currently vested in 100% of their
pension benefits.
-
2.
-
In the event of the death of one of the
officers in this table, a pre-established percentage of the officer's pension benefits will be paid to the officer's beneficiary. The actual percentage paid to the beneficiary is dependent on the form
of payment of benefits elected by the officer. The default percentage is 50% to the officer's spouse. An additional lump sum death benefit may be payable based on certain actuarial calculations. The
present value of the payments to an officer's beneficiary would not exceed the total present value of accumulated benefits shown in this column, except as described in footnote three for
Mr. Cecere.
-
3.
-
Mr. Cecere is 100% vested and
eligible to begin receiving his U.S. Bank Pension Plan benefit and the pre-2005 portion of his excess and supplemental benefits under the U.S. Bank Non-Qualified Retirement Plan upon retirement at any
age. The remainder of his excess and supplemental benefits are payable upon the later of age 62 or
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2021
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retirement.
If any of the vested benefits are paid before Mr. Cecere reaches age 65, the benefits are reduced by certain early retirement benefit formulas specified in the applicable plan for
each year prior to Mr. Cecere's reaching age 65. These early retirement benefit formulas reduce the annual pension benefit amount payable to Mr. Cecere due to the longer benefit payment
period related to the earlier commencement of benefits. Per the standard provisions of the supplemental plan, upon his attainment of age 60, Mr. Cecere became eligible for five accelerated
years of service credit for service to age 65, worth approximately $2.8 million; this value will gradually be reflected in the table above and will have no extra value if he works to age 65.
There is no effect on the applicable early reductions or benefit timing noted above.
Nonqualified deferred compensation
|
Under
the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (the "Executive Deferred Compensation Plan"), members of our senior management, including all of
our executive officers, may choose to defer all or a part of their annual base salary and annual cash incentive payments. The minimum amount that can be deferred in any calendar year is $1,000. Cash
compensation that is deferred is deemed to be invested in one of several investment funds, including a U.S. Bancorp common stock fund, as selected by the participant.
Shown
below are the rates of return for each of the investment options (also known as measurement funds) available under the Executive Deferred Compensation Plan for the period from January 1,
2020 through December 31, 2020:
|
|
|
Fund Name
|
|
2020 Returns
|
Stable Value Fund
|
|
2.25%
|
|
|
|
Bond Index Fund
|
|
7.69%
|
|
|
|
US Large Cap Equity Index Fund
|
|
18.34%
|
|
|
|
US Small-Mid Equity Index Fund
|
|
32.17%
|
|
|
|
International Equity Index Fund
|
|
10.21%
|
|
|
|
Deferred Savings U.S. Bancorp Stock Fund
|
|
17.76%
|
|
|
|
Amounts
deferred under the Executive Deferred Compensation Plan are credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of the
hypothetical investment options selected by the plan participant. Plan participants are allowed to change their investment elections at any time, but the changes are only effective at the beginning of
the following calendar quarter. The measurement funds are merely measuring tools to determine the amount by which account balances will be debited or credited to reflect deemed investment returns on
deferred compensation.
Although
the plan administrator has established procedures permitting a plan participant to reallocate deferred amounts among these investment alternatives after the initial election to defer, the
election to defer is irrevocable, and the deferred compensation will not be paid to the plan participant until his or her retirement or earlier termination of employment. At that time, the participant
will receive, depending upon the payment choice and investment alternatives selected by him or her, payment of the amounts credited to his or her account under the plan in a lump-sum payment or in
annual installments over 5, 10, 15 or 20 years. Payments are made ratably in cash from each of the investment alternatives in which the participant has a balance, except the U.S. Bancorp stock
fund, which is generally paid in shares. If a participant dies before the entire deferred amount has been distributed, the undistributed portion will be paid to the participant's beneficiary in a
single lump sum. The benefits under the plan otherwise are not transferable by the participant.
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2021
Proxy
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56
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The
following table summarizes information with respect to the participation of the NEOs in any defined contribution or other plan that provides for the deferral of compensation on a basis that is not
tax-qualified.
Nonqualified deferred compensation for fiscal 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Executive
contributions
in last FY
($)
|
|
|
Registrant
contributions
in last FY
($)
|
|
|
Aggregate
earnings
in last FY
($)1
|
|
|
Aggregate
withdrawals/
distributions
($)
|
|
|
Aggregate
balance
at last FYE
($)
|
|
Andrew Cecere
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy A. Welsh
|
|
|
137,932
|
|
|
|
|
|
64,373
|
|
|
|
|
|
409,026
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
|
|
|
|
|
|
31,657
|
|
|
|
|
|
158,322
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The amounts reported in this column
represent the change during the last fiscal year in the value of the underlying investment fund or U.S. Bancorp stock fund in which the NEO's deferred amounts were deemed to be invested and any
increases in the deferred amounts due to dividends payable upon those funds.
-
2.
-
Of this amount, $248,385 represents
Mr. Welsh's deferrals of cash compensation, which were made in 2019 and 2020. Of the amount deferred, $195,097 is deferred salary and deferred incentive pay and is reported in the Summary
Compensation Table for the applicable years. The amount also includes $53,288 in deferred incentive pay earned for 2018 performance and is not included in the Summary Compensation Table as
Mr. Welsh was not an NEO in 2018.
-
3.
-
Of this amount, $110,995 represents
Ms. Kedia's deferral of incentive cash compensation that was earned for her 2018 performance, and this amount is included in the Summary Compensation Table with her 2018 compensation.
Potential payments upon termination or change-in-control
|
General
Any NEO whose employment is voluntarily or involuntarily terminated is entitled to the payments or other benefits that the officer has accrued and is vested
in under the benefit plans discussed above in this proxy statement, including under the heading "Pension Benefits." Except as is specifically described below with respect to disability, death or
termination of employment following a change-in-control of U.S. Bancorp, no NEO is entitled to any other benefits upon any employment termination or change-in-control scenario.
Payments made upon disability
Cash payments: Under the terms of the U.S. Bank Non-Qualified Retirement Plan, Mr. Cecere is eligible for an annual disability benefit that is equal to 60%
of his current annual cash compensation. The definition of disability is similar to that used for the broad-based disability program described below. The definition of annual cash compensation is the
same definition as is used to calculate supplemental pension benefits under this plan, without using a five-year average. His agreement under the non-qualified retirement plan provides that
Mr. Cecere is eligible to receive disability payments through the earlier of the cessation of his disability or reaching his normal retirement age.
Messrs. Dolan,
von Gillern, and Welsh and Ms. Kedia are eligible for an annual disability benefit of $150,000 (equal to 50% of annual cash compensation, capped at $300,000 of
compensation) under the terms of the U.S. Bank Long-Term Disability Insurance Plan insured by Hartford Life and Accident Insurance Company, our broad-based disability program. Optional additional
disability insurance is available for purchase by those NEOs. The definition of disability is generally that a participant is unable to perform material duties of his or her own occupation for
24 months following the six-month elimination period, or any occupation after 24 months, and suffers a loss of at least 20% in predisability earnings. The definition of annual cash
compensation is actual cash compensation for a one-year period ending
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September 30.
The disability benefit for any of the officers would be reduced by any benefits payable under the U.S. Bank Pension Plan, Social Security or worker's compensation. The duration of
disability payments under this broad-based program is dependent upon the age of the participant when the disability occurs. Because each of Messrs. Dolan, von Gillern, and Welsh and
Ms. Kedia is under age 63, payments would continue through the earlier of the cessation of their disability or reaching their normal retirement age, assuming all other plan conditions are met.
Effect on equity awards: If the employment of any of our NEOs who have received equity compensation awards is terminated due to disability, the terms of our stock
option, PRSU, and most RSU agreements provide that the vesting and other terms of those awards will continue as if the termination of employment did not occur. No financial information for the event
of disability is set forth below in the Potential Payments Upon Disability, Death, or Termination After a Change-in-Control table below for the equity awards held by our NEOs other than
Mr. Welsh, as there is no immediate financial impact upon the occurrence of this event. Mr. Welsh holds unvested RSUs he was granted when initially hired, and the agreement governing
that award provides for the acceleration of any unvested RSUs in the event of long-term disability.
Payments made upon death
Cash payments: NEOs are eligible to receive life insurance benefits under the same plans available to our other employees. Their benefit is equal to annual cash
compensation, capped at $300,000. In addition, optional term life insurance is available for purchase. As this benefit is generally available to all salaried employees and does not discriminate in
scope, terms, or operation in favor of the NEOs, the value has not been quantified in the Potential Payments Upon Disability, Death, or Termination After a Change-in-Control table.
Effect on equity awards: Most of our equity award agreements with NEOs provide for the acceleration of any unvested award upon death. For all RSUs and for PRSUs
other than those granted in 2018, outstanding units will vest upon death. All of our stock option agreements also provide for the acceleration of vesting upon death, and the stock option agreements
generally provide that the administrator of the NEO's estate has a three-year period after death during which to exercise the options.
For
PRSUs granted in 2018, the vesting and other terms of the award will continue as if the death did not occur. The value of the PRSUs granted in 2018 is accordingly not included in the amounts
payable upon death in the Potential Payments Upon Disability, Death, or Termination After a Change-in-Control table below.
Payments upon termination after a change-in-control
Cash payments: None of our NEOs is entitled to any cash payments in connection with a change-in-control of U.S. Bancorp.
Effect on equity awards: Most of our equity award agreements provide for acceleration of the vesting of any unvested award if an NEO's employment is involuntarily
terminated within 12 months after a change-in-control of U.S. Bancorp other than for cause. For all RSUs and for PRSUs other than those granted in 2018, outstanding units will vest upon a
qualifying termination. All of our stock option agreements also provide for acceleration after a qualifying termination, and accelerated stock options may be exercised at any time during the
12 months following the NEO's termination.
For
PRSUs granted in 2018, the vesting and other terms of the award will continue as if the termination following a change-in-control did not occur. The value of the PRSUs granted in 2018 is
accordingly not included in the amounts payable upon involuntary termination (other than for cause) after a change-in-control in the Potential Payments Upon Disability, Death, or Termination After a
Change-in-Control table below.
Quantification of estimated payments and benefits
The following table shows potential annual cash payments to the NEOs upon disability and the potential benefits the NEOs could accrue through accelerated
equity vesting upon death or involuntary termination of employment (other than for cause) following a change-in-control of U.S. Bancorp. The table also shows the potential benefit Mr. Welsh
could accrue through accelerated vesting of RSUs upon disability. No information regarding pension amounts payable to the NEOs is shown in the following table; applicable pension amounts payable to
these executive officers are discussed above under the heading "Pension Benefits."
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58
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The
amounts shown assume that termination was effective as of December 31, 2020, and are estimates of the amounts that would be paid to the NEOs upon termination, in addition to the base salary
and cash incentive payments earned by them during 2020. The actual amounts to be paid can only be determined at the time of an NEO's termination.
Potential payments upon disability, death, or termination after a change-in-control
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Type of payment
|
|
|
Annual
disability
payments
($)
|
|
|
Payments
upon death
($)
|
|
|
Payments upon involuntary
termination (other
than for cause) after a
change-In-control
($)
|
|
Andrew Cecere
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
720,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
1,167,696
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options1
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
RSUs and PRSUs2
|
|
|
|
|
|
15,736,844
|
|
|
15,736,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,887,696
|
|
|
15,736,844
|
|
|
15,736,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance R. Dolan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options1
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
RSUs and PRSUs2
|
|
|
|
|
|
6,805,355
|
|
|
6,805,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
150,000
|
|
|
6,805,355
|
|
|
6,805,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffry H. von Gillern
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of unvested equity awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options1
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
RSUs and PRSUs2
|
|
|
|
|
|
5,026,269
|
|
|
5,026,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
150,000
|
|
|
5,026,269
|
|
|
5,026,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy A. Welsh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of Unvested Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options1
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
RSUs and PRSUs2
|
|
|
177,554(3
|
)
|
|
4,005,016
|
|
|
4,005,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
327,554
|
|
|
4,005,016
|
|
|
4,005,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunjan Kedia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Pay
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
|
|
|
|
|
|
|
|
|
Acceleration of Invested Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options1
|
|
|
|
|
|
0
|
|
|
0
|
|
|
|
RSUs and PRSUs2
|
|
|
|
|
|
4,161,512
|
|
|
4,161,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
150,000
|
|
|
4,161,512
|
|
|
4,161,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
The closing market price of a share of
our common stock on December 31, 2020, $46.59, is lower than the exercise price per share for unvested stock options that vest upon death or after an involuntary termination following a
change-in-control. Accordingly, no quantifiable value attributable to the acceleration is reported here.
|
|
|
|
|
|
59
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Executive compensation
|
-
2.
-
Value determined by multiplying the
number of units that vest by $46.59, the closing market price of a share of our common stock on December 31, 2020.
-
3.
-
Represents the one-time value realized
through accelerated vesting of RSUs granted to Mr. Welsh as part of his compensation package at hire. This is not an annual amount.
Total compensation amounts and ratio for 2020
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the
relationship between the annual total compensation of our employees and the annual total compensation of our CEO.
-
▶
-
The median of the annual total compensation of all employees of our company other than the CEO was $76,932 in 2020.
-
▶
-
The annual total compensation for our CEO was $16,771,529 in 2020, which equals the amount reported in the Summary
Compensation Table plus the amount spent on health and welfare benefits generally available to all employees.
-
▶
-
The resulting ratio of the annual total compensation of our median employee to the annual total compensation of our
CEO for 2020 is 1:218.
The
ratio stated above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and is not necessarily comparable to the ratios reported by other
companies.
Median employee identification and compensation calculation
We identified our median employee based on compensation paid during 2020 to all of our U.S.-based employees, other than our CEO, who were employed by us on
December 31, 2020. We considered any person to whom we delivered a Form W-2 Wage and Tax Statement for services performed in 2020 to be a U.S.-based employee, and this group includes
full-time, part-time, and temporary workers. For purposes of determining the compensation paid to the employees under consideration, we used earnings subject to Medicare tax as reported in
Box 5, "Medicare wages and tips," on each employee's 2020 Form W-2. We did not annualize the compensation of anyone who was employed by us for only part of the year.
In
accordance with the "de minimis" exemption provided in Item 402(u) of Regulation S-K, we excluded from consideration all of our
non-U.S. employees. As of December 31, 2020, we had 2,686 non-U.S. employees, representing approximately 3.9% of our total U.S. and non-U.S. workforce of 68,989 active employees on that date.
The excluded employees work in the following jurisdictions: Ireland (995), Poland (764), United Kingdom (492), Canada (180), Spain (103), Germany (69),
Norway (37), Lithuania (26), Sweden (10), Luxembourg (8), Belize (1), and Cayman Islands (1).
We
determined our median employee's total compensation in the same manner that we determined the CEO's compensation for purposes of this pay ratio disclosure.
|
|
|
|
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
|
60
|
Table of Contents
Director compensation
|
|
Director compensation
Determining compensation for non-employee directors
The Compensation and Human Resources Committee retained its independent compensation consultant to provide advice regarding non-employee director compensation
in 2020. Before recommending a non-employee director compensation program to the independent members of the Board for approval, the Committee reviewed director compensation information for our
compensation peer group companies to check the alignment of our compensation package with market practice and current trends. The detailed peer data that was reviewed included information about
compensation paid per director, total board compensation cost, the absolute and relative amounts attributable to various compensation components, additional retainers paid to lead independent
directors and committee chairs, and stock ownership requirements.
Cash compensation for Board and committee service in the April 2020 April 2021 term
Our non-employee directors received the following cash fees for serving on the Board and committees this term:
|
|
|
|
|
|
|
|
Retainer
|
|
Annual retainer for service on the Board
|
|
$
|
100,000
|
|
|
|
|
|
|
Additional annual retainer for Lead Director
|
|
$
|
50,000
|
|
|
|
|
|
|
Additional annual retainer for chairs of Capital Planning, Compensation and Human Resources, Governance, and Public Responsibility Committees
|
|
$
|
25,000
|
|
|
|
|
|
|
Additional annual retainer for chairs of Audit and Risk Management Committees
|
|
$
|
40,000
|
|
|
|
|
|
|
Additional annual retainer for other members of Audit and Risk Management Committees
|
|
$
|
15,000
|
|
|
|
|
|
|
Each
non-employee director who served on U.S. Bancorp's primary banking subsidiary's board of directors or on any ad hoc committee of the U.S. Bancorp Board of Directors received $1,500 per meeting
for that service. Each non-employee director was also paid $1,500 for each meeting he or she attended that was not a regularly scheduled Board or committee meeting.
Equity award for Board service in the April 2020 April 2021 term
As part of the non-employee director compensation program for Board service during the April 2020 April 2021 term that the independent
members of the Board had approved in late 2019, each of our non-employee directors was entitled to receive an annual award of restricted stock units with a grant date fair value of approximately
$160,000 under the U.S. Bancorp 2015 Stock Incentive Plan. In April 2020, the non-employee directors elected to reduce their equity award for the term by 33% to recognize the impacts of the COVID-19
pandemic on the company and the economy. Accordingly, each non-employee director received an award of restricted stock units with a grant date fair value of approximately $106,667 for his or her Board
service in the April 2020 April 2021 term.
The
U.S. Bancorp 2015 Stock Incentive Plan provides that no non-employee director may receive an equity award or awards with an aggregate grant date fair value in excess of $600,000 in any calendar
year. The restricted stock units were fully vested at the time of grant, but the underlying shares will not be delivered until the director ceases to serve on the Board. Each non-employee director may
elect to have all of his or her shares delivered promptly following cessation of service or to have the shares delivered in ten annual installments. Each non-employee director is entitled to receive
additional fully vested restricted stock units having a fair market value equal to the amount of dividends he or she would have received had restricted stock been awarded instead of restricted stock
units.
Director stock ownership requirements
The Compensation and Human Resources Committee has established stock ownership requirements for each non-employee director equal to five times the value of
the annual cash retainer. New directors must satisfy this minimum ownership level within five years after joining the Board. As of December 31, 2020, all the directors had sufficient holdings
to meet or exceed the stock ownership requirements, or had not yet served on our Board for five years.
Deferred compensation plan participation
Under the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (the "Director Deferred Compensation Plan"), our non-employee directors may
choose to defer all or a part of their cash fees. The minimum
|
|
|
|
|
|
61
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Director compensation
|
amount
that can be deferred in any calendar year is $1,000. Cash fees that are deferred are deemed to be invested in one of several investment funds, including a U.S. Bancorp common stock fund, as
selected by the participant.
These
investment alternatives are the same as those available under the Executive Deferred Compensation Plan. See "Executive Compensation Nonqualified Deferred Compensation" above
for the rates of return for 2020 for each of these investment options (also known as measurement funds). The terms of the Director Deferred Compensation Plan are substantially the same as the terms of
the Executive Deferred Compensation Plan described in that section.
Director compensation for fiscal 2020
The following table shows the compensation of the individuals who served as non-employee members of our Board of Directors during any part of fiscal year
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name1
|
|
|
Fees earned or
paid in cash
($)
|
|
|
Stock
awards
($)2
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
Warner L. Baxter
|
|
|
119,500
|
|
|
106,651
|
|
|
|
|
|
226,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorothy J. Bridges
|
|
|
128,500
|
|
|
106,651
|
|
|
|
|
|
235,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth L. Buse
|
|
|
133,000
|
|
|
106,651
|
|
|
|
|
|
239,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc N. Casper
|
|
|
129,500
|
(4)
|
|
106,651
|
|
|
|
|
|
236,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur D. Collins, Jr.3
|
|
|
3,000
|
(4)
|
|
0
|
|
|
5,000
|
(5)
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kimberly J. Harris
|
|
|
131,000
|
|
|
106,651
|
|
|
|
|
|
237,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roland A. Hernandez
|
|
|
144,500
|
(4)
|
|
106,651
|
|
|
|
|
|
251,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doreen Woo Ho3
|
|
|
4,500
|
|
|
0
|
|
|
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olivia F. Kirtley
|
|
|
156,000
|
(4)
|
|
106,651
|
|
|
|
|
|
262,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen S. Lynch
|
|
|
143,000
|
(4)
|
|
106,651
|
|
|
|
|
|
249,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. McKenney
|
|
|
153,500
|
(4)
|
|
106,651
|
|
|
|
|
|
260,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yusuf I. Mehdi
|
|
|
125,500
|
|
|
106,651
|
|
|
|
|
|
232,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B. O'Maley3
|
|
|
3,000
|
|
|
0
|
|
|
5,000
|
(5)
|
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
O'dell M. Owens, M.D., M.P.H.3
|
|
|
3,000
|
|
|
0
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craig D. Schnuck3
|
|
|
4,500
|
|
|
0
|
|
|
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Wiehoff
|
|
|
157,833
|
(4)
|
|
159,994
|
|
|
|
|
|
317,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Wine
|
|
|
144,500
|
(4)
|
|
106,651
|
|
|
|
|
|
251,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
1.
-
Andrew Cecere, our Chairman, President
and Chief Executive Officer, did not receive any compensation for his service as a director. The compensation he received as an NEO is shown above in the Summary Compensation Table.
-
2.
-
The amounts in this column are calculated
based on the fair market value of our common stock on the date the grant was made in accordance with FASB ASC Topic 718. Each non-employee director elected at the 2020 annual meeting to serve a term
ending at the 2021 annual meeting received a grant of 3,196 restricted stock units on April 23, 2020, with a grant date fair value of $106,651. Mr. Wiehoff joined the Board in January
2020 and also received a prorated award of 972 restricted stock units on January 23, 2020, with a grant date fair value of $53,343, for his service during the partial April
2019 April 2020 term.
|
|
|
|
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
|
62
|
Table of Contents
Director compensation
|
|
No non-employee director held any stock options as of December 31, 2020. The non-employee directors held
restricted stock units as of December 31, 2020, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Restricted
stock units
|
|
|
|
Name
|
|
|
Restricted
stock units
|
|
Mr. Baxter
|
|
|
18,520
|
|
|
|
Ms. Lynch
|
|
|
18,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Bridges
|
|
|
8,633
|
|
|
|
Mr. McKenney
|
|
|
11,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Buse
|
|
|
9,735
|
|
|
|
Mr. Mehdi
|
|
|
9,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Casper
|
|
|
17,825
|
|
|
|
Mr. O'Maley
|
|
|
86,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Collins
|
|
|
82,222
|
|
|
|
Dr. Owens
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Harris
|
|
|
26,333
|
|
|
|
Mr. Schnuck
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Hernandez
|
|
|
36,719
|
|
|
|
Mr. Wiehoff
|
|
|
4,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Woo Ho
|
|
|
24,477
|
|
|
|
Mr. Wine
|
|
|
23,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Kirtley
|
|
|
93,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
3.
-
Messrs. Collins,
O'Maley and Schnuck, Ms. Woo Ho and Dr. Owens did not stand for re-election at the 2020 Annual Meeting.
-
4.
-
Messrs. Casper, Collins,
Hernandez, McKenney, Wiehoff and Wine and Mses. Kirtley and Lynch chose to defer their cash fees under the Director Deferred Compensation Plan.
-
5.
-
Represents matching contributions under
our charitable matching gifts program, which is available to all of our directors.
|
|
|
|
|
|
63
|
|
U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Audit committee report and payment of fees to auditor
|
Audit committee report and payment of fees to auditor
Audit committee report
The consolidated financial statements of U.S. Bancorp for the year ended December 31, 2020, were audited by Ernst & Young LLP,
independent auditor for U.S. Bancorp.
As
part of its activities, the Audit Committee has:
-
1.
-
Reviewed and discussed with management the audited financial statements of U.S. Bancorp;
-
2.
-
Discussed with the independent auditor the matters required to be discussed under Auditing Standard
No. 1301, Communications with Audit Committees, as adopted by the U.S. Public Company Accounting Oversight Board ("PCAOB"), Statement of Auditing
Standards No. 99 (Consideration of Fraud in a Financial Statement Audit), and under the SEC, PCAOB and NYSE rules;
-
3.
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Received the written disclosures and letter from the independent auditor required by applicable requirements of the PCAOB
regarding the independent accountant's communications with the audit committee concerning independence; and
-
4.
-
Discussed with the independent auditor its independence.
Based
on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of U.S. Bancorp for
the year ended December 31, 2020, be included in U.S. Bancorp's Annual Report on Form 10-K filed with the SEC.
Audit Committee of the Board of Directors of U.S. Bancorp
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Karen S. Lynch, Chair
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Kimberly N. Ellison-Taylor
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Warner L. Baxter
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Roland A. Hernandez
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Elizabeth L. Buse
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Scott W. Wine
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Fees to independent auditor
The following aggregate fees were billed to us for professional services by Ernst & Young LLP for fiscal years 2020 and 2019:
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($ in millions)
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2020
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2019
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Audit fees
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$
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12.6
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$
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12.6
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Audit-related fees
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6.0
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6.2
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Tax fees
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7.1
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6.8
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All other fees
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0.0
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(1)
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0.8
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Total
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$
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25.7
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$
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26.4
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-
1.
-
Fees for all other
services billed to us by Ernst & Young LLP were less than $50,000 in 2020.
Audit fees: Audit fees consist of fees billed to us by Ernst & Young LLP for the audit of our consolidated financial statements
included in our Annual Reports on Form 10-K, reviews of our financial statements included in each of our Quarterly Reports on Form 10-Q, and audits of financial statements of our
subsidiaries required by regulation, as well as procedures required by regulators, comfort letters, consents and assistance provided with our regulatory filings.
Audit-related fees: Audit-related fees consist of fees billed to us by Ernst & Young LLP for audits of pension and other employee
benefit plan financial statements, audits of the financial statements of certain of our subsidiaries and affiliated entities, reviews of internal controls not related to the audit of our consolidated
financial statements, and internal control reports for various lines of business to support their customers' business requirements.
Tax fees: Tax fees consist of fees billed to us by Ernst & Young LLP for tax compliance and review, tax planning and other tax
services. The aggregate fees billed for tax compliance and review services, including the preparation of and assistance with federal, state and local income tax returns, sales and use filings, and
foreign and other tax compliance,
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U.S.
Bancorp
2021
Proxy
Statement
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64
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Table of Contents
Audit committee report and payment of fees to auditor
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provided
to us by Ernst & Young LLP was $4.9 million in 2020 and $4.6 million in 2019. In addition to fees being paid for tax compliance services, we paid
$2.2 million in each of 2020 and 2019 for tax planning and other tax services provided to us by Ernst & Young LLP.
All other fees: Other fees billed to us by Ernst & Young LLP in 2020 and 2019 primarily related to advisory services for internal
control programs.
Administration of engagement of independent auditor
The Audit Committee is responsible for appointing, compensating, retaining and overseeing the work of our independent auditor, including approving the
services provided by the independent auditor and the associated fees. The Audit Committee has established a policy for pre-approving the services provided by our independent auditor in accordance with
the auditor independence rules of the SEC. This policy requires the review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our independent auditor
and an annual review of the financial plan for audit fees. To ensure that auditor independence is maintained, the Audit Committee annually pre-approves the audit services to be provided by our
independent auditor and the related estimated fees for such services, as well as the nature and extent of specific types of audit-related, tax and other non-audit services to be provided by the
independent auditor during the year.
As
the need arises, other specific permitted services are pre-approved on a case-by-case basis during the year. A request for pre-approval of services on a case-by-case basis must be submitted by our
Controller or Chief Risk Officer. These requests are required to include information on the nature of the particular service to be provided, estimated related fees and management's assessment of the
impact of the service on the auditor's independence. The Audit Committee has delegated to its chair pre-approval authority between meetings of the Audit Committee. Any pre-approvals made by the chair
must be reported to the Audit Committee. The Audit Committee will not delegate to management the pre-approval of services to be performed by our independent auditor.
All
of the services provided by our independent auditor in 2020 and 2019, including services related to the Audit-Related Fees, Tax Fees and All Other Fees described above, were approved by the Audit
Committee under its pre-approval policies after consideration of any impact of these services on the auditor's independence.
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65
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U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Proposal 2 Ratification of selection of independent auditor
|
Proposal 2 Ratification of selection of independent
auditor
The Audit Committee has selected Ernst & Young LLP as our independent auditor for the 2021 fiscal year. Ernst &
Young LLP began serving as our independent auditor for the fiscal year ended December 31, 2003. Our
Audit Committee has carefully considered the selection of Ernst & Young LLP as our independent auditor, and has also considered whether there should be regular rotation of the
independent external audit firm.
The
Audit Committee annually reviews Ernst & Young LLP's independence and performance in connection with the committee's determination of whether to retain Ernst &
Young LLP or engage another firm as our independent auditor. In determining whether to reappoint Ernst & Young LLP as U.S. Bancorp's independent auditor, the Audit Committee took
into consideration a number of factors, including:
-
▶
-
the qualifications of Ernst & Young LLP, the lead audit partner, and other key personnel;
-
▶
-
the length of time the firm has been engaged;
-
▶
-
the quality of the historical and recent performance on the U.S. Bancorp audit;
-
▶
-
Ernst & Young LLP's capability and expertise in handling the breadth and complexity of our operations;
-
▶
-
the appropriateness of Ernst & Young LLP's fees on an absolute basis and as compared to peer firms; and
-
▶
-
the advisability and potential impact of selecting a different independent audit firm.
In
accordance with SEC rules and company policies, lead and concurring audit partners are subject to a maximum of five years of service in that capacity. The process for selecting the audit firm's
lead engagement partner involves
meetings with the candidates for the role by management; review and discussion with the chair of the Audit Committee, who meets with selected candidates; and further discussion with the full
committee.
The
members of the Audit Committee believe the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of our company and its shareholders.
While we are not required to do so, we are submitting the selection of Ernst & Young LLP to serve as our independent auditor for the 2021 fiscal year for ratification in order to
ascertain the views of our shareholders on this appointment. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are
expected to attend the annual meeting, will be available to answer shareholder questions, and will have the opportunity to make a statement if they desire to do so.
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FOR
|
The Board of Directors recommends that you vote "FOR" ratification of the selection of Ernst & Young LLP as the independent auditor of U.S.
Bancorp for the 2021 fiscal year.
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U.S.
Bancorp
2021
Proxy
Statement
|
|
66
|
Table of Contents
Proposal 3 Advisory vote on executive compensation
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Proposal 3 Advisory vote on executive compensation
Executive compensation is an important matter to us. We are asking our shareholders to provide advisory approval of the compensation of our
executive officers named in the Summary Compensation Table, as we have described it in the "Compensation Discussion and Analysis" and "Executive Compensation" sections of this proxy statement. We have
been conducting annual advisory votes on executive compensation since 2009 and expect to conduct the next advisory vote at our 2022 annual meeting of shareholders.
We
have designed our executive compensation program to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. Our company is presenting
this proposal, which gives you as a shareholder the opportunity to endorse or not endorse our executive pay program by voting "FOR" or "AGAINST" the following resolution:
"RESOLVED,
that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and
the related disclosure contained in this proxy statement."
As
discussed in the "Compensation Discussion and Analysis" section earlier in this proxy statement, the Compensation and Human Resources Committee of the Board of Directors believes that the
compensation of our NEOs in 2020 was reasonable and appropriate, reflected the performance of our company, and aligned our executives' interests with those of our shareholders to support long-term
value creation.
This
vote, which is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not intended to address any specific item of compensation, but
rather our overall compensation policies and procedures relating to our NEOs described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing
compensation or award arrangement of any of our NEOs.
Because
your vote is advisory, it will not be binding upon the Board of Directors. However, the Board values our shareholders' opinions, and the Compensation and Human Resources Committee will take
into account the outcome of the vote when considering future executive compensation arrangements.
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FOR
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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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67
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U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Security ownership of certain beneficial owners and management
|
Security ownership of certain beneficial owners and management
The following tables show how many shares of our common stock were beneficially owned as of February 4, 2021, by each current director
and director nominee, each of the NEOs, all of our directors and executive officers as a group, and each person who is known by us to beneficially own more than 5% of our voting securities.
Unless
otherwise noted, the shareholders listed in the tables have sole voting and investment power with respect to the shares of common stock owned by them. None of the shares beneficially owned by
our directors or executive officers is subject to any pledge, in accordance with our company policy prohibiting them from pledging or hedging our common stock.
Directors and executive officers
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Name of beneficial owner
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Outstanding
shares of
common
stock1
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Options exercisable
within 60 days of
February 4, 2021
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Restricted
stock
units2
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Deferred
compensation3
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Total
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Percent of
common stock
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Warner L. Baxter
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18,681
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18,681
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*
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Dorothy J. Bridges
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8,708
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8,708
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|
*
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Elizabeth J. Buse
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9,819
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|
|
|
|
|
9,819
|
|
|
*
|
|
|
|
|
|
|
|
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Marc N. Casper
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17,980
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|
2,018
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|
19,998
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|
*
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Andrew Cecere
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625,142
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707,241
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|
|
177,909
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|
|
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|
1,510,292
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|
*
|
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Terrance R. Dolan
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15,348
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170,647
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|
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80,312
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|
|
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|
266,307
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|
|
*
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|
|
|
|
|
|
|
|
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|
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Kimberly N. Ellison-Taylor
|
|
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|
|
|
|
|
|
376
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|
|
|
|
|
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|
*
|
|
|
|
|
|
|
|
|
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Kimberly J. Harris
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26,562
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|
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26,562
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|
|
*
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|
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Roland A. Hernandez
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37,037
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11,826
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48,863
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|
|
*
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|
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Gunjan Kedia
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37,161
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|
|
27,267
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|
|
48,298
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|
|
|
|
|
112,726
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|
|
*
|
|
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|
|
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|
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|
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Olivia F. Kirtley
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10,649
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|
|
|
|
|
93,946
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|
|
34,686
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|
|
139,281
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|
|
*
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Karen S. Lynch
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18,681
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6,424
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|
25,105
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|
|
*
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|
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Richard P. McKenney
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11,636
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|
|
11,113
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|
22,749
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|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Yusuf I. Mehdi
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|
|
|
|
|
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9,819
|
|
|
|
|
|
9,819
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Jeffry H. von Gillern
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|
68,536
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|
|
168,798
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|
|
57,794
|
|
|
|
|
|
295,128
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Timothy A. Welsh
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|
|
16,334
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|
|
|
|
|
39,711
|
|
|
|
|
|
56,045
|
|
|
*
|
|
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|
|
|
|
|
|
|
|
|
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|
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|
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John P. Wiehoff
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|
|
|
|
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|
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|
4,310
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|
|
4,373
|
|
|
8,683
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Scott W. Wine
|
|
|
400
|
|
|
|
|
|
24,172
|
|
|
20,263
|
|
|
44,835
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
All directors and executive officers as a group (25 persons)
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996,155
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1,424,980
|
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|
891,388
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|
|
90,703
|
|
|
3,403,226
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
-
*
-
Indicates
less than 1%.
-
1.
-
Common stock
|
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|
U.S.
Bancorp
2021
Proxy
Statement
|
|
68
|
Table of Contents
Security ownership of certain beneficial owners and management
|
|
-
▶
-
for Mr. Dolan, includes 6,511 shares held in the U.S. Bank 401(k)
Savings Plan;
-
▶
-
for Mr. von Gillern, includes 18,867 shares held in the U.S. Bank
401(k) Savings Plan;
-
▶
-
for Mr. Wine, includes 400 shares held in trusts of which
Mr. Wine is trustee; and
-
▶
-
for all directors and executive officers as a group, includes 38,851 shares
held in the U.S. Bank 401(k) Savings Plan for the accounts of certain executive officers.
-
2.
-
Restricted stock units
Restricted stock units (including performance-based restricted stock units held by our executive officers) are distributable in an equivalent number of shares
of our common stock upon settlement. Restricted stock units granted to our officers are settled as they vest, and restricted stock units granted to our directors are immediately vested but do not
settle until the director ceases to serve on the Board. The number of restricted stock units that are currently vested, or that vest within 60 days of February 4, 2021, is included in
this column.
-
3.
-
Deferred compensation
Certain of our directors and executive officers have deferred cash compensation under our deferred compensation plans. Some of these deferred amounts will be
paid out in shares of our common stock upon the director's or officer's retirement or other termination of employment or service with U.S. Bancorp. The directors and officers have no voting or
investment power as to these shares. The number of shares to which the directors and officers would have been entitled had their employment or service with U.S. Bancorp been terminated as of
February 4, 2021, is included in this column.
Principal shareholders
|
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|
Name of beneficial owner
|
|
|
Shares of
common stock
|
|
|
Percent of
common stock
|
|
Warren E. Buffett, Berkshire Hathaway Inc. and National Indemnity Company1
|
|
|
149,450,671
|
|
|
9.94
|
%
|
|
|
|
|
|
|
|
|
The Vanguard Group2
|
|
|
107,252,670
|
|
|
7.13
|
%
|
|
|
|
|
|
|
|
|
BlackRock, Inc.3
|
|
|
93,501,987
|
|
|
6.22
|
%
|
|
|
|
|
|
|
|
|
-
1.
-
Warren E. Buffett, Berkshire Hathaway Inc. and National Indemnity Company
Based on Amendment No. 7 to Schedule 13G filed with the SEC on February 16, 2021, by Warren E. Buffett, Berkshire Hathaway Inc., a
holding company which Mr. Buffett may be deemed to control, National Indemnity Company, an insurance company which Mr. Buffett may be deemed to control, and other members of the filing
group of which none beneficially owns more than 5% of the outstanding shares of U.S. Bancorp common stock. Mr. Buffett has sole voting and dispositive power over 684,230 shares, and shared
voting and dispositive powers over 148,766,441 shares. Berkshire Hathaway has sole voting and dispositive powers over no shares, and shared voting and dispositive powers over 148,766,441 shares.
National Indemnity Company has sole voting and dispositive powers over no shares, and shared voting and dispositive powers over 92,327,823
shares. The address for each of Mr. Buffett and Berkshire Hathaway is 3555 Farnam Street, Omaha, NE 68131. The address for National Indemnity Company is 1314 Douglas Street, Omaha, NE 68102.
-
2.
-
The Vanguard Group
Based on Amendment No. 6 to Schedule 13G filed with the SEC on February 10, 2021, by The Vanguard Group, on behalf of itself and certain of
its subsidiaries. The Vanguard Group has shared voting power over 2,197,932 shares, sole dispositive power over 101,231,259 shares and shared dispositive power over 6,021,411 shares. The address for
The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
-
3.
-
BlackRock, Inc.
Based on Amendment No. 11 to Schedule 13G filed with the SEC on February 1, 2021, by BlackRock, Inc., on behalf of itself and certain
of its subsidiaries. BlackRock has sole voting power over 81,445,271 shares and sole dispositive power over 93,501,987 shares. The address for BlackRock is 55 East 52nd Street, New York, NY
10055.
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69
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|
U.S.
Bancorp
2021
Proxy
Statement
|
Table of Contents
|
Questions and answers about the annual meeting and voting
|
Questions and answers about the annual meeting and voting
Why did I receive the proxy materials?
We have furnished the proxy materials to you over the Internet or mailed you a printed copy of these materials because the Board of Directors of U.S. Bancorp
is soliciting your proxy to vote your shares of our common stock at the annual meeting of shareholders to be held on April 20, 2021, or at any adjournments or postponements of the meeting.
What is a proxy?
It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written
document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your "proxy vote." Andrew Cecere,
our Chairman, President and Chief Executive Officer, and Laura F. Bednarski, our Corporate Secretary, have been designated as the proxies to cast the votes of our shareholders at our 2021 annual
meeting of shareholders.
What is the purpose of the meeting?
At our annual meeting, shareholders will act upon the matters outlined in the notice of annual meeting of shareholders and described in this proxy statement.
Management will also report on our 2020 performance and, once the business of the annual meeting is concluded, respond to questions submitted in writing during or before the meeting.
How can I access the proxy materials and vote my shares?
The instructions for accessing the proxy materials and voting can be found in the information you received
either by mail or e-mail. Depending on how you received the proxy materials, you may vote by Internet, telephone or mail. We encourage you to vote by
Internet.
-
▶
-
If you are a shareholder who
received a notice by mail regarding the Internet availability of the proxy materials:You may access the
proxy materials and voting instructions over the Internet via the web address provided in the notice. In order to access this material and vote, you will need the 16-digit control number
provided on the notice you received in the mail. You may vote by following the instructions on the notice or on the
website.
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If you are a shareholder who
received an e-mail directing you to the proxy materials:You may access the proxy materials and voting
instructions over the Internet via the web address provided in the e-mail. In order to access these materials and vote, you will need the 16-digit control number provided in the e-mail. You
may vote by following the instructions in the e-mail or on the website.
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If you are a shareholder who
received the proxy materials by mail:You may vote your shares by following the instructions provided on the
proxy card or voting instruction form. If you vote by Internet or telephone, you will need the 16-digit control number provided on the proxy card or voting instruction form. If you vote by
mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.
How do I vote if my shares are held in the U.S. Bank 401(k) Savings Plan?
If you hold any shares in the U.S. Bank 401(k) Savings Plan, you are receiving, or being provided access to, the same proxy materials as any
other shareholder. However, your proxy vote will serve as voting instructions to the plan trustee. Your voting instructions must be received at least five days prior to the annual meeting in order to
count. In accordance with the terms of the plan, the trustee will vote all of the shares held in the plan in the same proportion as the actual proxy votes submitted by plan participants at least five
days prior to the annual meeting.
Why did I receive a notice regarding the Internet availability of proxy materials instead of a printed copy of the proxy materials?
In accordance with rules adopted by the SEC, we are furnishing our proxy materials to our shareholders primarily over the Internet instead
of mailing printed copies of those materials to each shareholder. By doing so, we reduce costs and lessen the environmental impact of our proxy solicitation. On or about March 9, 2021, we
mailed a notice of Internet availability of the proxy materials to most of our shareholders. The notice contains instructions about how to access our
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materials and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice but would like to receive a paper copy of our proxy materials, please
follow the instructions on the notice.
Our
other shareholders, including shareholders who have previously requested to receive paper copies of the proxy materials and persons holding shares through our benefit plans,
received paper copies of the proxy materials instead of a notice. If you received paper copies of the notice or proxy materials, we encourage you to sign up to receive all of your future proxy
materials electronically, as described under "How can I receive my proxy materials by e-mail in the future?" below.
Who is entitled to vote at the meeting?
The Board has set February 23, 2021, as the record date for the annual meeting. If you were a shareholder at the close of business on
February 23, 2021, you are entitled to vote at the meeting. As of the record date, 1,502,573,964 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the
meeting.
What are my voting rights?
Holders of our common stock are entitled to one vote per share. Therefore, a total of 1,502,573,964 votes are entitled to be cast at the
meeting. There is no cumulative voting.
How many shares must be present to hold the meeting?
In accordance with our bylaws, shares equal to at least one-third of the voting power of our outstanding shares of common stock as of the
record date must be present at the meeting in order to hold the meeting and conduct business. This is called a quorum. Your shares are counted as present at the meeting if:
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you have properly submitted a proxy vote by Internet, telephone or mail, even if you abstain from
voting on one or more matters; or
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you hold your shares in street name (as discussed below) and you provide voting instructions to your
broker, bank, trust company or other nominee or you do not provide voting instructions but your broker, bank, trust company or other nominee uses its discretionary authority to vote your shares on the
ratification of the selection of our independent auditor.
What is the difference between a shareholder of record and a "street name" holder?
If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the
shareholder of record with respect to those shares.
If
your shares are held in a stock brokerage account or by a bank, trust company or other nominee, then the broker, bank, trust company or other nominee is considered to be the
shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares and your shares are said to be held in "street name." Street name holders
generally cannot vote their shares directly and must instead instruct the broker, bank, trust company or other nominee how to vote their shares using the voting instruction form provided by it.
How do I attend the virtual meeting?
Due to the public health concerns regarding the COVID-19 pandemic, we are holding the 2021 Annual Meeting of Shareholders in a virtual-only
format. You will not be able to attend the annual meeting at a physical location. The meeting will be held virtually at 11:00 a.m., central time, on Tuesday, April 20, 2021.
Both
shareholders and non-shareholders may attend our virtual meeting. However, you may vote your shares at the meeting, and ask questions of management before or at the meeting,
only if you enter the meeting site as a shareholder. In order to attend the meeting, navigate to www.virtualshareholdermeeting.com/USB2021. If you are a shareholder of record or street name holder as
of the record date, you may attend in your capacity as a shareholder by logging in with the 16-digit control number found on your proxy card, voting instruction form, or notice, as applicable.
If
you lost your 16-digit control number or are not a shareholder, you will be able to attend the meeting by registering as a guest. If you enter the meeting as a guest, you will not
be able to vote your shares or submit questions during the meeting. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual shareholder
meeting site for assistance.
If
you are not able to attend the meeting, you will still be able to access an audio replay of the management presentation given at the meeting from our website. You can find
instructions on how to access the replay and the
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presentation
materials on our website at www.usbank.com by clicking on "About us", "Investor relations" and then "Webcasts & Presentations."
How can I ask a question and vote at the virtual meeting?
We value questions from our shareholders. Shareholders who attend the meeting by entering the 16-digit
control number may ask questions during the virtual meeting. Questions by
those shareholders may be submitted in real time during the meeting at www.virtualshareholdermeeting.com/USB2021 or during the two-week period prior to the meeting by going to the website
www.proxyvote.com and following the instructions for logging-in included with your proxy card, voting instruction form, or notice.
Shareholders must also enter the meeting using their 16-digit control number in order to vote. Even if you currently plan to attend the virtual
meeting, we recommend that you submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting. If you are a participant in the U.S. Bank
401(k) Savings Plan or hold your shares in street name, you may submit your vote as described above, but you may not vote your 401(k) Savings Plan shares or shares held in street name during
the meeting.
What if I am a shareholder of record and do not specify how I want my shares voted?
If you submit your proxy by Internet or submit a signed proxy card and do not specify how you want to vote your shares, we will vote your
shares in accordance with the recommendations of the Board. Our telephone voting procedures do not permit you to submit your proxy vote by telephone without specifying how you want your shares voted.
What if I hold my shares in street name and do not provide voting instructions?
If you hold your shares in street name and do not provide voting instructions, your broker, bank, trust company or other nominee has
discretionary authority to vote your shares on the ratification of the selection of Ernst & Young LLP as our independent auditor. However, in the absence of your specific instructions as
to how to vote, your broker, bank, trust company or other nominee does not have discretionary authority to vote on any other proposal. Such a situation results in a "broker non-vote," which does not
have an effect on the outcome of the proposal. It is important, therefore, that you provide instructions to your broker, bank, trust company or other nominee so that your vote with respect to the
other proposals is counted.
What is the voting standard and what is the effect of abstentions?
You may vote "FOR," "AGAINST" or "ABSTAIN" with respect to each nominee for the Board of Directors (Proposal 1), the ratification of the
selection of independent auditor (Proposal 2), and the advisory vote on executive compensation (Proposal 3).
The
following table summarizes the voting standard applicable to each proposal and the effect of an "ABSTAIN" vote in each instance.
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Proposal
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Voting standard
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Effect of "ABSTAIN" vote
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Election of directors
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The nominee is elected if the number of votes cast "FOR" him or her exceeds the number of votes cast "AGAINST" him or her
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No effect
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Other proposals
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The proposal is approved if "FOR" votes are cast by the majority of shares present and entitled to vote on the matter
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Same effect as "AGAINST" vote
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What does it mean if I receive more than one notice of Internet availability of proxy materials, proxy card, voting instruction form, or e-mail with instructions on how to access the proxy materials?
If you receive more than one notice of Internet availability of proxy materials, proxy card, voting instruction form, or e-mail with instructions on how to
access the proxy materials, it means that you hold shares in more than one account.
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To
ensure that all of your shares are voted, vote separately for each notice of Internet availability of proxy materials, proxy card, voting instruction form, and e-mail you receive.
Can I change my vote after submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting. If you are a shareholder of record, you may
revoke your proxy and change your vote by:
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voting again over the Internet or by telephone by no later than 11:59 p.m., Eastern Time, on April 19,
2021, or by submitting a proxy card with a later date and returning it so that it is received by April 19, 2021;
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voting again during the meeting; or
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submitting written notice of revocation to our Corporate Secretary at the address shown on page 75 so that it is
received by April 19, 2021.
To
request an additional proxy card, or if you have any questions about the annual meeting or how to vote or revoke your proxy, you should write to Investor Relations, U.S. Bancorp, 800 Nicollet Mall,
Minneapolis, MN 55402 or call 866.775.9668.
If
you hold your shares in street name, contact your broker, bank, trust company or other nominee regarding how to revoke your proxy and change your vote. If you are a participant in the U.S. Bank
401(k) Savings Plan, you may revoke your proxy and change your vote as described above, but only until 11:59 p.m., Eastern Time, on April 15, 2021.
Will my vote be kept confidential?
Yes. We have procedures to ensure that all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as
follows: to meet legal requirements, to assert claims for or defend claims against our company, to allow authorized individuals to count and certify the results of the shareholder vote if a proxy
solicitation in opposition to the Board takes place, or to respond to shareholders who have written comments on proxy cards or who have requested disclosure. We also have the voting tabulations
performed by an independent third party.
Who will count the votes?
Representatives of Broadridge Financial Solutions, Inc., our tabulation agent, will tabulate the votes and act as independent inspectors of election.
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trust companies or other
nominees for forwarding proxy materials to street name holders. We have retained Alliance Advisors, LLC, to assist in the solicitation of proxies for the annual meeting for a fee of $20,000,
plus associated costs and expenses.
We
are soliciting proxies primarily by mail. In addition, our directors, officers and employees may solicit proxies by telephone, facsimile, e-mail or in person. They will not receive any additional
compensation for these activities.
Do we "household" annual meeting materials?
The SEC rules allow a single copy of the notice of Internet availability of proxy materials or proxy statement and annual report to be delivered to multiple
shareholders sharing the same address and last name, or who
we reasonably believe are members of the same family, and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as "householding."
Although we do not household for our registered shareholders, we understand that some brokers, banks, trust companies and other nominees household U.S. Bancorp notices of Internet availability of
proxy materials or proxy statements and annual reports, delivering a single copy of each to multiple shareholders sharing an address unless contrary instructions have been received from the affected
shareholders. Once you have received notice from your broker, bank, trust company or other nominee that it will be householding materials to your address, householding will continue until you are
notified otherwise or until you revoke your consent.
If,
at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of our notice of Internet availability of proxy materials or proxy
statement or annual report, or if you are receiving multiple copies of any of these documents and wish to receive only one, please notify your broker, bank, trust company or other nominee. We will
deliver promptly upon written or oral request a separate copy of our notice of Internet availability of
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materials, proxy statement and/or our annual report to a shareholder at a shared address to which a single copy was delivered. For copies of any of these documents, shareholders should write to
Investor Relations, U.S. Bancorp, BC-MN-H23K, 800 Nicollet Mall, Minneapolis, Minnesota 55402, or call 866.775.9668.
How can I receive my proxy materials by e-mail in the future?
Instead of receiving future paper copies of the notice of Internet availability of proxy materials or our proxy materials by mail, you can
elect to receive an e-mail with links to these documents, your control number and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of
producing and mailing documents to you and will also help conserve environmental resources. Your e-mail address will be kept separate from any other company operations and will be used for no other
purpose.
If
we mailed you a notice of Internet availability of proxy materials or a printed copy of our proxy statement and annual report and you would like to sign up to receive these
materials by e-mail in the future, you can choose this option by:
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following the instructions provided on your proxy card or voting instruction form if you received a
paper copy of the proxy materials;
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following the instructions provided when you vote over the Internet; or
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going to http://enroll.icsdelivery.com/usb and following the instructions provided.
You
may revoke this request at any time by following the instructions at http://enroll.icsdelivery.com/usb. Your election will remain in effect unless you revoke it later.
We encourage you to sign up for electronic delivery of our proxy materials. 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. The Arbor Day Foundation will plant these trees in Florida's
Econfina Watershed to protect Panama City's water source, reforest after damage from Hurricane Michael, and restore wildlife habitat.
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Other matters
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Other matters
Annual Report to Shareholders and Form 10-K
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If
you received a paper copy of the proxy materials, our 2020 Annual Report to Shareholders, including financial statements for the year ended December 31, 2020, accompanied
this proxy statement. The 2020 Annual Report to Shareholders is also available on our website at www.usbank.com by clicking on "About us" and then "Investor relations." Copies of our 2020 Annual
Report on Form 10-K, which is on file with the SEC, are available to any shareholder who submits a request in writing to Investor Relations, U.S. Bancorp, BC-MN-H23K, 800 Nicollet Mall,
Minneapolis, Minnesota 55402. Copies of any exhibits to the Form 10-K are also available upon written request and payment of a fee covering our reasonable expenses in furnishing the exhibits.
Communicating with U.S. Bancorp's Board of Directors
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Shareholders
or any other interested party may communicate with our Board of Directors by sending a letter addressed to our Board of Directors, non-employee directors, Chairman, Lead
Director or specified individual directors to:
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The Office of the Corporate Secretary
U.S. Bancorp
BC-MN-H21O
800 Nicollet Mall
Minneapolis, MN 55402
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Any
such letters will be delivered to the Lead Director, or to a specified director if so addressed. Letters relating to accounting matters will also be delivered to our Chief Risk Officer or General
Counsel for handling in accordance with the Audit Committee's policy on investigation of complaints relating to accounting matters.
Deadlines for nominating directors and submitting proposals for the 2022 annual meeting
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Please
see below for the specific information and deadline requirements applicable to shareholders who want to nominate directors or submit proposals for next year's annual meeting.
Note that any director nomination or shareholder proposal for which notice is received by us after the relevant deadline set forth below may not be presented at the 2022 annual meeting.
Nominating a director for inclusion in our proxy statement (proxy access nominees)
A shareholder or group of up to 20 shareholders that has held at least 3% of the outstanding shares of our company's common stock for at least three years is
able to nominate directors to fill up to 20% of the Board seats (but at least two directors) for inclusion in our proxy statement if the shareholder(s) and nominee(s) satisfy the requirements
specified in our bylaws and notice is received between 150 and 120 days before the anniversary of the date the proxy statement for the prior year's annual meeting was released to shareholders.
In
order for a nominee to be considered for inclusion in our proxy statement for the 2022 annual meeting of shareholders, the Corporate Secretary of U.S. Bancorp must receive written notice of the
nomination at our principal executive offices in Minneapolis, Minnesota, at the address provided above, no earlier than October 10, 2021, and no later than November 9, 2021. The notice
must contain the specific information required by our bylaws. You can find a copy of our bylaws on our website at www.usbank.com by clicking on "About us", "Investor relations", "Corporate
Governance", "Governance documents" and then "Restated Bylaws."
Other shareholder proposals and director nominations
Proper proposals or nominations must be submitted to the Corporate Secretary of U.S. Bancorp at our principal executive offices in Minneapolis, Minnesota, at
the address provided above. Shareholder proposals to be considered for inclusion in the proxy statement must comply with SEC regulations regarding the inclusion of shareholder proposals in
company-sponsored proxy materials. Notices of director nominations and shareholder proposals to be made from the floor must contain the specific information required by our bylaws (available on our
website as described above).
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The
submission deadlines for these proposals and nominations are as follows:
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Proposal
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How presented
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Deadline
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Nomination of directors
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To nominate a director from the floor at the annual meeting
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December 21, 2021
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All other proposals
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To have a shareholder proposal be considered for inclusion in the proxy statement or to present the proposal from the floor at the annual meeting
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November 9, 2021
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Other matters for consideration
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We
do not know of any other matters that may be presented for consideration at the 2021 annual meeting. If any other business does properly come before the annual meeting, the
persons named as proxies above under the heading "Questions and Answers About the Annual Meeting and Voting What is a proxy?" will vote as they deem in the best interests of U.S.
Bancorp.
Laura
F. Bednarski
Corporate Secretary
Dated:
March 9, 2021
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Non-GAAP financial measures
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Non-GAAP financial measures
This proxy statement contains the following non-GAAP financial measure: efficiency ratio, using net interest income on a taxable-equivalent
basis.
We
use net interest income on a taxable-equivalent basis to calculate our efficiency ratio because we believe that this presentation is the preferred industry measurement of net interest income as it
provides a relevant comparison of net interest income arising from taxable and tax-exempt sources.
The
calculation of this measure for U.S. Bancorp follows:
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Year Ended December 31
(Dollars in Millions)
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2020
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Net interest income
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$
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12,825
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Taxable-equivalent adjustment1
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99
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Net interest income, on a taxable-equivalent basis
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12,924
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Net interest income, on a taxable-equivalent basis (as calculated above)
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12,924
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Noninterest income
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10,401
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Less: Securities gains (losses), net
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177
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Total net revenue, excluding net securities gains (losses) (a)
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23,148
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Noninterest expense (b)
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13,369
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Efficiency ratio (b)/(a)
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57.8
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%
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1.
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Based on a federal
income tax rate of 21 percent for those assets and liabilities whose income or expense is not included for federal income tax purposes.
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