US Bancorp De DEF 14A, filed Mar 5, 2024

US Bancorp De (USB)

DEF 14A 2024-03-05 For: 2024-04-16

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Added on June 12, 2026

About this DEF 14A

US Bancorp De filed this DEF 14A on March 5, 2024.

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	Items of business:			Board Recommendation
	1. The election of each of the 13 directors named in the proxy statement			“FOR” all nominees
	2. An advisory vote to approve the compensation of our executives disclosed in the proxy statement			“FOR”
	3. The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2024 fiscal year			“FOR”
	4. Approval of the U.S. Bancorp 2024 Stock Incentive Plan			“FOR”
	5. Any other business that may properly be considered at the meeting or any adjournment of the meeting

	Proxy statement highlights			1
	Proposal 1 — Election of directors			9
	▶ Director selection and nomination considerations			9
	▶ 2024 nominees for director			13
	Corporate governance			23
	▶ Director independence			23
	▶ Board leadership structure			24
	▶ Board meetings and committees			26
	▶ Committee responsibilities			26
	▶ Committee member qualifications			29
	▶ Compensation Committee Interlocks and Insider Participation			29
	▶ Majority vote standard for election of directors			29
	▶ Board performance evaluations			30
	▶ Director orientation and onboarding			31
	▶ Director education			31
	▶ Ethics and conduct			31
	▶ Succession planning and management development			31
	▶ Shareholder engagement			32
	▶ Corporate responsibility and sustainability highlights			32
	▶ Risk oversight by the Board of Directors			36
	Certain relationships and related transactions			39
	▶ Review of related person transactions			39
	▶ Related person transactions			40
	Proposal 2 — Advisory vote on executive compensation			41
	Compensation discussion and analysis			42
	▶ Executive compensation overview			43
	▶ Philosophy and objectives of our executive compensation program			45
	▶ Base salary			46
	▶ Annual cash incentive awards			46
	▶ Long-term incentive awards			52

	▶ Decision making and policies			54
	Compensation Committee report			60
	Executive compensation			61
	▶ Summary compensation table			61
	▶ Grants of plan-based awards			63
	▶ Outstanding equity awards			64
	▶ Option exercises and stock vested			66
	▶ Pension benefits			66
	▶ Nonqualified deferred compensation			69
	▶ Potential payments upon termination or change-in-control			70
	▶ Pay ratio			74
	▶ Pay versus performance			75
	Director compensation			79
	Audit Committee report and payment of fees to auditor			81
	Proposal 3 — Ratification of selection of independent auditor			83
	Proposal 4 — Approval of the U.S. Bancorp 2024 Stock Incentive Plan			84
	Security ownership of certain beneficial owners and management			95
	Equity compensation plan information			97
	Questions and answers about the annual meeting and voting			98
	Other matters			103
	▶ Annual Report to Shareholders and Form 10-K			103
	▶ Delinquent Section 16(a) reports			103
	▶ Communicating with U.S. Bancorp’s Board of Directors			103
	▶ Deadlines for nominating directors and submitting proposals for the 2025 annual meeting			103
	▶ Other matters for consideration			104
	Non-GAAP financial measures			105
	Forward-Looking Statements			108
	U.S. Bancorp 2024 Stock Incentive Plan			Appendix A

Proposal		Board recommendation	For more information
Proposal 1 –	The election of each of the 13 director nominees named in the proxy statement	“FOR” all nominees	Page 9
Proposal 2 –	An advisory vote to approve the compensation of our executives disclosed in the proxy statement	“FOR”	Page 41
Proposal 3 –	The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2024 fiscal year	“FOR”	Page 83
Proposal 4 –	Approval of the U.S. Bancorp 2024 Stock Incentive Plan	“FOR”	Page 84

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

Director	Board age, tenure, and other directorships			Board diversity1
	Age (years)	Years on the board (from date first elected)	# of other public company boards	Overall board diversity 54%
					Race or Ethnicity
				Gender	Black or African American	Hispanic or Latino	White/ Caucasian	Two or more races
Baxter	62	8	0	M			•
Bridges	68	5	0	F	•
Buse	63	5	1	F			•
Cecere	63	7	0	M			•
Colberg	62	1	1	M			•
Ellison-Taylor	53	3	2	F	•
Harris	59	9	2	F			•
Hernandez	66	12	2	M		•
McKenney	55	6	1	M			•
Mehdi	57	5	0	M		•		•
Reynolds	59	1	0	F			•
Wiehoff	62	4	2	M			•
Wine	56	9	1	M			•
	60.5 avg.	5.8 avg.	<1 avg.	38% female	15%	15%	69%	8%

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

		Role of Chairman
		When the Chairman is also the CEO, that person’s primary responsibilities as Chairman are as follows: ▶ set Board meeting agendas in collaboration with the Lead Independent Director, who has final approval authority over them; ▶ preside at Board meetings, guiding discussion and ensuring that decisions are made; ▶ ensure that the Board is provided with full information on our company and its industry; ▶ set shareholder meeting agendas, subject to approval by the Board, and preside at meetings of the shareholders; and ▶ chair the Board’s Executive Committee.

		Role of Lead Independent Director
		The independent directors entrust the Lead Independent Director with the following well-defined and robust responsibilities and authority: ▶ Board leadership – lead executive sessions of the Board’s independent or non-management directors, and preside at any session of the Board where the Chairman is not present; – have authority to call special Board meetings or special meetings of the independent directors; ▶ Board culture – act as a regular communication channel between the independent directors and the CEO, providing advice and feedback from the Board; – act as a “sounding board” and advisor to the CEO; – interview all Board candidates and make recommendations to the Governance Committee; ▶ Board performance – advise the CEO on the Board’s information needs, including recommendations for Board meeting topics and materials that reflect consultation with the other non-management directors and that are sufficient in scope, detail and analysis to enable the Board to make sound, well-informed decisions and consider potential risks, advise on Board communications to address various matters that may arise between Board meetings, and review and approve the Board meeting agendas; – review Board meeting schedules to ensure there is sufficient time for discussion of all agenda items; – approve, on behalf of the Board, the retention of consultants who report directly to the Board; – promote the efficient and effective performance and functioning of the Board by facilitating corporate governance best practices and compliance with our company’s Corporate Governance Guidelines; – advise the independent Board committee chairs in fulfilling their designated roles and responsibilities to the Board; ▶ Shareholders and other stakeholders – review communications from shareholders and other stakeholders that are addressed to the full Board or to the Lead Independent Director; – as appropriate, be the representative of the independent directors in discussions with our major shareholders regarding their concerns and expectations, and with other key stakeholders at the request of the Board; and – communicate with our banking regulators, at their request, regarding the Board’s oversight of management and our company.

	Committee			Primary responsibilities and membership
	Audit Held 11 meetings during 2023			▶ Assisting the Board of Directors in overseeing the quality and integrity of our financial statements and the adequacy and reliability of disclosures to shareholders and bank regulatory agencies, including matters related to accounting, financial reporting and internal controls; our compliance with legal and regulatory requirements; and the qualifications, performance and independence of our independent external auditor; ▶ appointing, compensating, retaining and overseeing the work of the independent auditor; ▶ reviewing the effectiveness of systems that implement our company’s ethics guidelines; and ▶ overseeing the internal audit function and approving the appointment, evaluation and compensation of the Chief Audit Executive. Current members: Warner L. Baxter (Chair), Elizabeth L. Buse, Alan B. Colberg and Kimberly N. Ellison-Taylor Audit committee financial experts: Warner L. Baxter, Alan B. Colberg and Kimberly N. Ellison-Taylor

	Committee			Primary responsibilities and membership
	Compensation and Human Resources Held 6 meetings during 2023			▶ Discharging the Board’s responsibilities relating to our compensation programs and employee benefit plans, including reviewing and approving our executive officers’ compensation; ▶ overseeing our human capital strategy and talent management program, including recruitment, evaluations and development activities; ▶ overseeing and reviewing the results of our employee diversity, equity and inclusion initiatives; ▶ recommending to the Board for approval all equity-based incentive plans; ▶ recommending to the independent directors for approval the compensation program for our non-employee directors; ▶ overseeing any policy concerning the recovery or “clawback” of compensation; ▶ in exercising its oversight responsibilities relating to risks arising from the company’s incentive compensation plans and programs, evaluating and discussing with the appropriate officers of our company the incentives for risk taking contained in our incentive compensation plans and programs and satisfying itself that they are consistent with the safety and soundness of our company and with applicable law, regulation and guidance; and ▶ evaluating the CEO’s performance in light of approved goals and objectives and overseeing succession planning for executive officers other than our CEO. Current members: Scott W. Wine (Chair), Warner L. Baxter, Kimberly J. Harris and Roland A. Hernandez* * Mr. Hernandez joined the committee on April 18, 2023.
	Governance Held 6 meetings during 2023			▶ Discharging the Board’s responsibilities relating to corporate governance matters, including developing and recommending to the Board a set of corporate governance guidelines; ▶ evaluating and making recommendations to the Board with respect to the size, composition and leadership of the Board and its committees, including identifying and recommending to the Board individuals qualified to become directors; ▶ overseeing succession planning for our CEO; ▶ evaluating related person transactions; ▶ conducting an annual performance evaluation of the Board, its committees and its members; ▶ overseeing our engagement with shareholders and other interested parties concerning corporate governance, environmental and social matters and related governance disclosures; and ▶ making recommendations to the Board regarding any shareholder proposals. Current members: Kimberly J. Harris (Chair), Roland A. Hernandez, Richard P. McKenney and Scott W. Wine* * Mr. Wine joined the committee on April 18, 2023.
	Public Responsibility Held 4 meetings during 2023			▶ Reviewing public policy matters that impact our company’s business activity, financial performance or reputation; ▶ overseeing the company’s engagement with key external stakeholders and reputation risk relating to matters within the committee’s scope of responsibility; ▶ reviewing our community reinvestment and fair and responsible banking activities and performance; ▶ overseeing the design and implementation of the company’s strategy related to corporate responsibility matters (which may include environmental, social, human rights, and other matters), as well as the integration of such matters into the company’s business strategy; ▶ in coordination with our Compensation and Human Resources Committee, reviewing our diversity, equity and inclusion strategy and its implementation; ▶ reviewing policies and procedures for corporate political contributions; and ▶ reviewing the U.S. Bank Foundation’s charitable contributions strategy. Current members: Dorothy J. Bridges (Chair), Alan B. Colberg, Kimberly N. Ellison-Taylor and Yusuf I. Mehdi

	Committee			Primary responsibilities and membership
	Risk Management Held 6 meetings during 2023 * The former Capital Planning Committee held 7 meetings during 2023, before being recombined with the Risk Management Committee in January 2024.			▶ Overseeing our overall risk management function, which governs the management of capital, credit, interest rate, liquidity, market, operational, compliance (including Bank Secrecy Act/anti-money laundering), strategic and reputation risk, as well as other risks faced by our company, including cybersecurity and climate risk; ▶ reviewing and approving our company’s Risk Management Framework and Risk Appetite Statement; ▶ monitoring our company’s risk profile relative to its risk appetite and compliance with risk limits; ▶ reviewing quarterly reports on regulatory examination results and management’s actions and timing to remediate issues and reviewing summary and trending reports on open audit, second and first line self-identified issues; ▶ receiving updates, as necessary and appropriate, from management on emerging risks, including climate-related risks; ▶ approving the appointment, evaluation and compensation of the Chief Risk Officer; ▶ overseeing the capital planning and capital management processes and actions, including stress testing processes, scenarios and results and proposed capital actions; ▶ reviewing the Comprehensive Capital Analysis and Review submission to the Federal Reserve Board; ▶ monitoring our company’s capital adequacy; ▶ reviewing our company’s recovery and resolution planning activities and related plans and, if triggered, approving our recovery strategy; and ▶ reviewing and approving the issuance or repurchase of equity or debt securities and other significant financial transactions entered into as part of our company’s capital management strategy; and ▶ reviewing and evaluating significant capital expenditures and potential mergers and acquisitions. Current members: John P. Wiehoff (Chair), Dorothy J. Bridges, Elizabeth L. Buse, Andrew Cecere, Richard P. McKenney, Yusuf I. Mehdi and Loretta E. Reynolds * Mr. Wiehoff became Chair on April 18, 2023. Ms. Buse joined the committee on January 23, 2024.
	Cybersecurity and Technology Subcommittee Held 4 meetings during 2023			▶ Assisting the Risk Management Committee in its oversight of the company’s cybersecurity and technology programs and risk management, including establishing appropriate policies, practices, controls and procedures; ▶ overseeing the effectiveness of the company’s cybersecurity program and the company’s practices for identifying, assessing and mitigating cybersecurity risks; ▶ overseeing the company’s controls to prevent, detect and respond to cyber attacks, cybersecurity incidents, or information or data breaches; ▶ overseeing the company’s technology strategy, operations and initiatives, and related technological progress and trends; ▶ overseeing the company’s technology and cyber resiliency, including crisis preparedness, incident response plans, and business continuity and disaster recovery capabilities; and ▶ reviewing significant company investments in cybersecurity and technology infrastructure and program needs. Current members: Yusuf I. Mehdi (Chair), Elizabeth L. Buse, Andrew Cecere, Richard P. McKenney and Loretta E. Reynolds
	Executive Held 0 meetings during 2023			▶ The Executive Committee has authority to exercise all powers of the Board of Directors, as permitted by law and our bylaws, between regularly scheduled Board meetings. Current members: Andrew Cecere (Chair), Warner L. Baxter, Dorothy J. Bridges, Kimberly J. Harris, Roland A. Hernandez, Richard P. McKenney and Scott W. Wine

		Focus on cybersecurity and climate risk
		The Board is very focused on the risks that cybersecurity threats and climate risk pose to our company as a major financial services institution. The Board has established a comprehensive oversight framework to address those increasing and emerging risks: ▶ Cybersecurity risk – the Cybersecurity and Technology Subcommittee of the Risk Management Committee includes directors with technology, cybersecurity and information security experience, and provides dedicated oversight of cybersecurity risk management and cyber resiliency, in addition to expanded responsibilities beginning in October 2023 for our technology strategy, operations, and initiatives; – the Risk Management Committee receives regular reports from management on cybersecurity risk and issues and maintains primary oversight of risks arising from the related areas of data privacy and information security; – the annual joint session of the Risk Management and Audit Committees includes a report from our company’s Chief Information Security Officer on the cybersecurity threats facing our company and our company’s preparedness to meet and respond to those threats; – the full Board typically holds an annual cybersecurity educational session, which features the perspective of an outside expert on a current cybersecurity topic, complemented by special presentations from our company’s information security and risk management functions; and – the company typically holds an annual cybersecurity exercise to test its cyber incident response, completeness of playbooks, and communication protocols which involves the Board, senior level executives, third-party companies and regulators, as appropriate, with results and management learnings reported to the Cybersecurity and Technology Subcommittee and the full Board. For additional information on our cybersecurity risk management and governance, see “Item 1C. Cybersecurity” of our 2023 Annual Report on Form 10-K. ▶ Climate risk – the company-level Risk Appetite Statement includes climate-risk specific risk statements and related metrics; – the Risk Management Committee receives quarterly reports from management on emerging risks, including climate-related risks; and – the Risk Management Committee receives “deep-dive” climate risk updates. ▶ Our company has a Climate Risk Executive within the risk management function who oversees the integration of climate risk activities into the enterprise risk management framework. ▶ Our company has senior-level operating committees and working groups that form part of our risk management structure and serve to guide and oversee climate risk management activities throughout the company. ▶ Management actively monitors the evolving regulatory environment and engages shareholders on climate-related topics.

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

	Executive compensation overview					43
	Philosophy and objectives of our executive compensation program					45
	Base salary					46
	Annual cash incentive awards					46
	▶ How we determine our NEOs’ annual cash incentive awards					46
	▶ Setting the Target Award Amounts					47
	▶ Calculating the Final Bonus Funding Percentage					47
	▶ Funding and Payout of Corporate Result					49
	▶ The Qualitative Review					50
	▶ Factoring in individual performance and risk sensitivity					51
	Long-term incentive awards					52
	▶ Establishing the structure of the equity awards					52
	▶ Setting the value of the equity awards					52
	▶ Selecting the performance metrics for the PRSU awards					52
	▶ Setting the levels of absolute and relative ROE for the PRSU performance matrix					53
	Decision making and policies					54
	▶ Who is involved in making executive compensation decisions					54
	▶ How executive compensation is determined					55
	▶ Compensation peer group					56
	▶ Stock ownership and retention requirements					56
	▶ Clawback and forfeiture provisions applicable to executive awards					57
	▶ Change-in-control provisions for executive officers					57
	▶ Hedging and pledging policy					57
	▶ Health and other benefits					57
	▶ Risk considerations					57

		What we do
		Significant majority of each executive officer’s compensation is at risk
		We may cancel unvested equity awards and reduce cash incentive compensation for executives who demonstrate inadequate sensitivity to risk
		Our robust clawback policies allow us to recoup annual cash incentive payouts attributable to incorrectly reported earnings, and comply with SEC and NYSE rules for recovery of erroneously-awarded incentive compensation determined in the event of an accounting restatement
		We have meaningful stock ownership and hold-until-retirement requirements
		The Committee retains an independent compensation consultant that provides no other services to our company

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

NEO	2022 base salary			2023 base salary
Andrew Cecere		$	1,300,000		$	1,350,000
Terrance R. Dolan		$	750,000		$	780,000
Gunjan Kedia		$	700,000		$	725,000
Shailesh M. Kotwal		$	680,000		$	700,000
Timothy A. Welsh		$	700,000		$	725,000
Jeffry H. von Gillern		$	700,000		$	725,000

NEO	Target Award Percentage for 2022		Target Award Percentage for 2023		Target Award Amount for 2023
Andrew Cecere		300%		350%		$	4,725,000
Terrance R. Dolan		200%		225%		$	1,755,000
Gunjan Kedia		180%		200%		$	1,450,000
Shailesh M. Kotwal		180%		200%		$	1,400,000
Timothy A. Welsh		180%		200%		$	1,450,000
Jeffry H. von Gillern		180%		200%		$	1,450,000

	NEO			Business Line Result
	Andrew Cecere John C. Stern Terrance R. Dolan Jeffry H. von Gillern			93.5% (based on weighted average pretax income results for all the company’s business lines)
	Gunjan Kedia			94.7% (based on weighted average pretax income results for the business lines within the Wealth, Corporate, Commercial and Institutional Banking group)
	Shailesh M. Kotwal			105.4% (based on weighted average pretax income results for the business lines within the Payment Services group)
	Timothy A. Welsh			89.1% (based on weighted average pretax income results for the business lines within the Consumer and Business Banking group)

NEO	Value of equity awards granted in 2022			Value of equity awards granted in 2023
Andrew Cecere		$	10,000,000		$	10,500,000
Terrance R. Dolan		$	4,200,000		$	4,500,000
Gunjan Kedia		$	3,250,000		$	3,500,000
Shailesh M. Kotwal		$	3,000,000		$	3,200,000
Timothy A. Welsh		$	3,250,000		$	3,500,000
Jeffry H. von Gillern		$	3,250,000		$	4,000,000

ROE performance matrix for awards granted in 2021 (performance period: 2021-2023) and 2022 (performance period: 2022-2024)
		Percentage of target PRSUs earned
Company ROE result (vertical axis)	Company ROE of 17.5% or more	75%	125%	150%
	Company ROE target (14.5%)	50%	100%	125%
	Company ROE of 8.0% or less (but >0%)	25%	50%	90%
	Company ROE of 0% or less	0%	0%	0%
		Ranking at 25th %ile or below	Ranking at median	Ranking at 75th %ile or above
		Peer group ROE ranking (horizontal axis)

Year	ROE1	Peer group ranking2	Earn out percentage
2021	13.3%	At or above 75th%ile	118.7%
2022	15.9%	At or above 75th%ile	137.0%
2023	14.95%	At or above 75th%ile	128.7%
Final earnout percentage for PRSU awards granted in 2021			128.1%

		January — February
		▶ Review the company’s recent performance in several key financial metrics and compare it to the performance of its peer institutions ▶ Review risk scorecard summaries for each executive officer ▶ Determine the cash incentive payouts to be made under the AEIP based on the previous year’s corporate, business line, and individual performance and sensitivity to risk ▶ Calculate the percentage of target PRSU awards earned for the last completed performance period ▶ Set the executive officers’ base salaries and target award percentages for the coming year under the AEIP ▶ Establish the structure and performance targets for the coming year under the AEIP ▶ Set the structure and amount of the executive officers’ long-term incentive awards ▶ Establish performance targets for the upcoming PRSU awards and the value of equity awards to be granted to executive officers in February or March ▶ Consider risks arising from the company’s incentive compensation plans (see below for more information about the risk consideration process)
		April
		▶ Review total realizable compensation summary sheets for each executive officer, including compensation outcomes under various termination scenarios ▶ Review Say on Pay voting recommendations from proxy advisors and consider the results of the shareholder vote
		July — October
		▶ Review comparative compensation information from peer institutions (see below for more information about our compensation peer group), as well as a larger group of diversified financial companies ▶ Receive compensation consultant reports on executive compensation practices and trends in the financial services industry
		December
		▶ Receive management reports on feedback from fall shareholder engagement conversations ▶ Establish design of executive compensation program for the upcoming year and make preliminary decisions about target levels of compensation ▶ Evaluate the CEO’s performance with input from all of the non-employee directors
		Ongoing
		▶ Review the company’s year-to-date financial performance relative to the targets included in its incentive compensation plans ▶ Review relevant factors as part of the Qualitative Review process in connection with incentive compensation funding determination ▶ Evaluate the structure of the executive compensation program and assess its effectiveness in creating long-term shareholder value

Company name	Assets1 ($ in millions)			Market capitalization1 ($ in millions)			Revenue2 ($ in millions)
JPMorgan Chase & Co.		$	3,875,393		$	491,761		$	158,104
Bank of America Corporation		$	3,179,876		$	266,455		$	98,581
Citigroup Inc.		$	2,405,306		$	98,450		$	78,462
Wells Fargo & Company		$	1,932,468		$	178,749		$	82,597
The PNC Financial Services Group, Inc.		$	561,580		$	61,683		$	21,490
Truist Financial Corporation		$	535,349		$	49,239		$	23,390
Capital One Financial Corporation		$	478,464		$	49,937		$	36,787
Fifth Third Bancorp		$	214,574		$	23,488		$	8,708
Citizens Financial Group, Inc.		$	221,964		$	15,451		$	8,224
U.S. Bancorp		$	663,491		$	67,387		$	28,013
U.S. Bancorp percentile ranking			50%			51%			41%

		Overall executive compensation program risk mitigation factors
		▶ Long-term incentive focus: The majority of the total compensation received by executive officers is in the form of equity awards with multi-year vesting schedules, which helps to ensure that executives have significant value tied to long-term stock price performance and mitigates incentives to manage the company with an excessive focus on short-term gain.
		Annual cash incentive risk mitigation factors
		▶ Specific risk sensitivity analysis: The Committee considers corporate risk management performance in determining the bonus funding percentage. In addition, a “risk scorecard” assessment is performed for executive officers and can result in adjustments to individual award payouts under the AEIP. ▶ Clawback policy: The company’s incentive compensation clawback policies discourage risk taking that could lead to improper financial reporting. ▶ Cap on award value: The maximum annual cash incentive award payable to an executive officer is equal to 200% of that officer’s target award value, which limits the potential incentive to take excessive risk to maximize award value.

		Long-term incentive risk mitigation factors
		▶ Equity cancellation provisions: Executive officers’ unvested equity awards can be cancelled if their conduct has subjected the company to significant financial, reputational or other risk. ▶ Choice of performance metric: The PRSUs use ROE as the measure of corporate performance for determining the final number of units earned under the award. Achieving a high ROE requires an appropriate balance between achieving the highest return on invested capital and managing risk within the company’s established risk tolerance levels. ▶ Maximum PRSU payout limited: The number of units that may be earned under the performance formula is capped at 150%, which limits the potential incentive to take excessive risk to maximize award value. ▶ Sliding scale earn-out calculation: The PRSU performance matrix takes into account the amount of variance from the ROE target and peer group ROE results, mitigating the incentive for excessive risk taking that may result from an “all-or-nothing” award. ▶ Meaningful stock ownership and retention requirements: Executives are required to hold significant amounts of company stock, a portion of which must be held until retirement, which we believe fosters the alignment of executives’ interests with those of our long-term shareholders. ▶ Policy prohibiting hedging of shares: Our executives are prohibited from taking actions designed to hedge or offset any decrease in the market value of our common stock.

Name and principal position1	Year		Salary ($)		Stock awards ($)2		Non-equity incentive plan compensation ($)3		Change in pension value and non-qualified deferred compensation earnings ($)4		All other compensation ($)5		Total ($)
Andrew Cecere Chairman, President and Chief Executive Officer		2023		1,350,000		10,500,000		3,794,175		7,210,212		62,570		22,916,957
		2022		1,300,000		10,000,000		4,785,300		—		72,214		16,157,514
		2021		1,200,000		9,800,000		4,534,680		3,583,061		48,535		19,166,276
John C. Stern Senior Executive Vice President and Chief Financial Officer		2023		527,308		600,000		607,260		91,970		18,600		1,845,138
Terrance R. Dolan Vice Chair and Chief Administration Officer		2023		780,000		4,500,000		1,409,265		1,857,078		32,331		8,578,674
		2022		750,000		4,200,000		1,840,500		—		38,038		6,828,538
		2021		725,000		4,000,000		1,860,930		550,771		22,957		7,159,658
Gunjan Kedia Vice Chair, Wealth, Corporate, Commercial and Institutional Banking		2023		725,000		3,500,000		1,173,050		220,797		130,447		5,749,294
		2022		700,000		3,250,000		1,451,520		45,795		146,317		5,593,632
		2021		655,000		2,800,000		1,511,216		97,353		321,819		5,385,388
Shailesh M. Kotwal Vice Chair, Payment Services		2023		700,000		3,200,000		1,206,800		199,606		106,695		5,413,101
		2022		680,000		3,000,000		1,408,824		107,752		95,504		5,292,080
		2021		655,000		2,800,000		1,523,792		72,358		316,344		5,367,494
Timothy A. Welsh Vice Chair, Consumer and Business Banking		2023		725,000		3,500,000		1,132,450		144,152		41,165		5,542,767
		2022		700,000		3,250,000		1,440,180		62,418		37,245		5,489,843
		2021		655,000		2,800,000		1,395,936		91,176		38,403		4,980,515
Jeffry H. von Gillern Former Vice Chair, Technology and Operations Services		2023		725,000		4,000,000		1,164,350		352,002		31,086		6,272,438
		2022		700,000		3,250,000		1,546,020		—		30,492		5,526,512
		2021		675,000		3,000,000		1,540,080		83,493		30,322		5,328,895

Name	Parking reimbursement ($)		Matching contribution into 401(k) savings plan ($)		Reimbursement of financial planning expenses ($)		Home security system expenses ($)		Commuting expenses ($)a		Housing expenses ($)a		Business club dues ($)		Other ($)b		Total ($)
Mr. Cecere		5,400		13,200		26,835		7,695		—		—		4,509		4,931		62,570
Mr. Stern		5,400		13,200		—		—		—		—		—		—		18,600
Mr. Dolan		5,400		13,200		7,000		710		—		—		6,021		—		32,331
Ms. Kedia		—		13,200		15,886		—		54,416		38,217		5,728		3,000		130,447
Mr. Kotwal		—		13,200		7,000		—		71,957		14,538		—		—		106,695
Mr. Welsh		5,400		13,200		15,870		—		—		—		3,695		3,000		41,165
Mr. von Gillern		5,400		13,200		7,000		1,042		—		—		4,444		—		31,086

Name	Grant date		Committee approval date		Estimated future payouts under non-equity incentive plan awards1				Estimated future payouts under equity incentive plan awards4						All other stock awards: number of shares of stock or units (#)5		Grant date fair value of stock awards ($)6
Name	Grant date		Committee approval date		Target ($)2		Maximum ($)3		Threshold (#)		Target (#)		Maximum (#)				Grant date fair value of stock awards ($)6
Andrew Cecere		—		—		4,725,000		9,450,000		—		—		—		—		—
		3/2/23		1/23/23		—		—		0		136,040		204,060		—		6,300,012
		3/2/23		1/23/23		—		—		—		—		—		90,693		4,199,993
John C. Stern		—		—		720,000		1,440,000		—		—		—		—		—
John C. Stern		3/2/23		1/23/23		—		—		—		—		—		12,956		599,992
Terrance R. Dolan		—		—		1,755,000		3,510,000		—		—		—		—		—
		3/2/23		1/23/23		—		—		0		58,303		87,454		—		2,700,012
		3/2/23		1/23/23		—		—		—		—		—		38,868		1,799,977
Gunjan Kedia		—		—		1,450,000		2,900,000		—		—		—		—		—
		3/2/23		1/23/23		—		—		0		45,347		68,020		—		2,100,020
		3/2/23		1/23/23		—		—		—		—		—		30,231		1,399,998
Shailesh M. Kotwal		—		—		1,400,000		2,800,000		—		—		—		—		—
		3/2/23		1/23/23		—		—		0		41,460		62,190		—		1,920,013
		3/2/23		1/23/23		—		—		—		—		—		27,640		1,280,008
Timothy A. Welsh		—		—		1,450,000		2,900,000		—		—		—		—		—
		3/2/23		1/23/23		—		—		0		45,347		68,020		—		2,100,020
		3/2/23		1/23/23		—		—		—		—		—		30,231		1,399,998
Jeffry H. von Gillern		—		—		1,450,000		2,900,000		—		—		—		—		—
		3/2/23		1/23/23		—		—		0		51,825		77,737		—		2,400,016
		3/2/23		1/23/23		—		—		—		—		—		34,550		1,600,011

	Option awards						Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)1		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)1
Andrew Cecere		102,251		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		—		—		—		—
		—		—		—		90,693(2)		3,925,193		—		—
		—		—		—		—		—		204,060(3)		8,831,717
		—		—		—		47,594(4)		2,059,868		—		—
		—		—		—		—		—		159,829(5)		6,917,399
		—		—		—		25,402(6)		1,099,399		—		—
		—		—		—		143,553(7)		6,212,974		—		—
John C. Stern		—		—		—		12,956(2)		560,736		—		—
		—		—		—		6,544(4)		283,224		—		—
		—		—		—		3,240(6)		140,227		—		—
Terrance R. Dolan		52,829		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		—		—		—		—
		—		—		—		38,868(2)		1,682,207		—		—
		—		—		—		—		—		87,454(3)		3,785,009
		—		—		—		19,990(4)		865,167		—		—
		—		—		—		—		—		67,128(5)		2,905,300
		—		—		—		10,368(6)		448,727		—		—
		—		—		—		58,592(7)		2,535,862		—		—
Gunjan Kedia		27,267		55.01		2/16/2027		—		—		—		—
		—		—		—		30,231(2)		1,308,398		—		—
		—		—		—		—		—		68,020(3)		2,943,906
		—		—		—		15,468(4)		669,455		—		—
		—		—		—		—		—		51,945(5)		2,248,180
		—		—		—		7,258(6)		314,126		—		—
		—		—		—		41,015(7)		1,775,129		—		—

	Stock awards
Name	Number of shares acquired on vesting (#)		Value realized on vesting ($)1
Andrew Cecere		181,974		8,776,281
John C. Stern		8,547		403,688
Terrance R. Dolan		75,950		3,663,158
Gunjan Kedia		50,466		2,430,794
Shailesh M. Kotwal		49,880		2,403,656
Timothy A. Welsh		50,466		2,430,794
Jeffry H. von Gillern		57,975		2,796,172

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		38		20,835,944		—
	Excess benefit		38		10,747,454		—
	U.S. Bank Pension Plan		38		934,801		—
	Total				32,518,199(3)		—
John C. Stern	U.S. Bank Non-Qualified Retirement Plan:
	Supplemental benefits		—		—		—
	Excess benefit		24		201,890		—
	U.S. Bank Pension Plan		24		185,490		—
	Total				387,380		—
Terrance R. Dolan	U.S. Bank Non-Qualified Retirement Plan:
	Supplemental benefits		3		72,640		—
	Excess benefit		25		6,880,455		—
	U.S. Bank Pension Plan		25		1,039,861		—
	Total				7,992,956		—

Fund Name	2023 Returns
Stable Value Fund		2.76%
Bond Index Fund		5.72%
US Large Cap Equity Index Fund		26.28%
US Small-Mid Equity Index Fund		25.43%
International Equity Index Fund		17.88%
Deferred Savings U.S. Bancorp Stock Fund		4.59%

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		—		—		—		—		—
John C. Stern		—		—		—		—		—
Terrance R. Dolan		—		—		—		—		—
Gunjan Kedia		362,880		—		53,820		—		565,290(2)
Shailesh M. Kotwal		915,218		—		675,754		—		3,734,343(3)
Timothy A. Welsh		432,054		—		52,644		—		1,429,559(4)
Jeffry H. von Gillern		—		—		—		—		—