US Bancorp \De\ DEF 14A, filed Mar 7, 2023

US Bancorp \De\ (USB)

DEF 14A 2023-03-07

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Added on June 12, 2026

About this DEF 14A

US Bancorp \De\ filed this DEF 14A on March 7, 2023.

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	Date and time:			Tuesday, April 18, 2023, at 11:00 a.m., central time
	Place:			Online at www.virtualshareholdermeeting.com/USB2023
	Items of business:			1. The election of the 13 directors named in the proxy statement 2. An advisory vote to approve the compensation of our executives disclosed in the proxy statement 3. An advisory vote on the frequency of future advisory votes on executive compensation 4. The ratification of the selection of Ernst & Young LLP as our independent auditor for the 2023 fiscal year 5. Any other business that may properly be considered at the meeting or any adjournment of the meeting
	Record date:			You may vote at the meeting if you were a shareholder of record at the close of business on February 21, 2023.
	Voting by proxy:			It is important that your shares be represented and voted. You may vote your shares by Internet or telephone by no later than 11:59 p.m., eastern time, on April 17, 2023 (or April 13, 2023, for shares held in the U.S. Bank 401(k) Savings Plan), as directed in the proxy materials. If you received a printed copy of the proxy materials, you may also complete, sign and return the enclosed proxy card or voting instruction form by mail. Voting in any of these ways will not prevent you from virtually attending or voting your shares at the meeting. We encourage you to vote by Internet or telephone to reduce mailing and handling expenses.
	Internet availability of proxy materials:			Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 18, 2023: Our proxy statement and 2022 Annual Report are available at www.proxyvote.com.
	Sign up for electronic delivery:			If you received paper copies of the notice or proxy materials, we encourage you to sign up to receive all of your future proxy materials electronically, as described under “How can I receive my proxy materials by e-mail in the future?” on page 91. To express our appreciation, we will plant a tree in partnership with the Arbor Day Foundation on behalf of every retail shareholder account that registers for electronic delivery of our proxy materials.

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

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

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

	Committee			Primary responsibilities and membership
	Audit Held 10 meetings during 2022			▶ Assisting the Board of Directors in overseeing the quality and integrity of our financial statements and the adequacy and reliability of disclosures to shareholders and bank regulatory agencies, including matters related to accounting, financial reporting and internal controls; our compliance with legal and regulatory requirements; and the qualifications, performance and independence of our independent external auditor; ▶ appointing, compensating, retaining and overseeing the work of the independent auditor; ▶ reviewing the effectiveness of systems that implement our company’s ethics guidelines; and ▶ overseeing the internal audit function and approving the appointment, evaluation and compensation of the Chief Audit Executive. Current members: Warner L. Baxter (Chair), Elizabeth L. Buse, Alan B. Colberg, Kimberly N. Ellison-Taylor and Scott W. Wine Audit committee financial experts: Warner L. Baxter, Alan B. Colberg, Kimberly N. Ellison-Taylor and Scott W. Wine * Mr. Baxter became Chair on April 19, 2022. Mr. Colberg joined the committee on January 24, 2023.

					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 that reflect consultation with the other non-management directors, advice on Board communications to address various matters that may arise between Board meetings, and approval of the Board meeting agendas; – review Board meeting schedules to ensure there is sufficient time for discussion of all agenda items; – approve, on behalf of the Board, the retention of consultants who report directly to the Board; – promote the efficient and effective performance and functioning of the Board by facilitating corporate governance best practices and compliance with our company’s Corporate Governance Guidelines; – advise the independent Board committee chairs in fulfilling their designated roles and responsibilities to the Board;

	Committee			Primary responsibilities and membership
	Capital Planning Held 7 meetings during 2022			▶ Overseeing the capital planning and capital management processes and actions, including stress testing processes, scenarios and results; ▶ reviewing the Comprehensive Capital Analysis and Review submission to the Federal Reserve Board; ▶ monitoring our company’s capital adequacy; ▶ reviewing our company’s resolution plan and, if triggered, approving our recovery strategy; and ▶ reviewing and approving the issuance or repurchase of equity or debt securities and other significant financial transactions related to our company’s capital management strategy. Current members: Roland A. Hernandez (Chair), Elizabeth L. Buse, Andrew Cecere and Loretta E. Reynolds* * Ms. Reynolds joined the committee on October 18, 2022.
	Compensation and Human Resources Held 6 meetings during 2022			▶ Discharging the Board’s responsibilities relating to our compensation programs and employee benefit plans, including reviewing and approving our executive officers’ compensation; ▶ overseeing our human capital strategy and talent management program, including recruitment, evaluations and development activities; ▶ overseeing and reviewing the results of our employee diversity, equity and inclusion initiatives; ▶ recommending to the Board for approval all equity-based incentive plans; ▶ recommending to the independent directors for approval the compensation program for our non-employee directors; ▶ evaluating and discussing with the appropriate officers of our company the incentives for risk taking contained in our incentive compensation plans and programs and satisfying itself that they are consistent with the safety and soundness of our company and with applicable law, regulation and guidance; and ▶ evaluating the CEO’s performance in light of approved goals and objectives and overseeing succession planning for executive officers other than our CEO. Current members: Scott W. Wine (Chair), Warner L. Baxter, Kimberly J. Harris* and Olivia F. Kirtley * Ms. Harris joined the committee on October 18, 2022.
	Governance Held 6 meetings during 2022			▶ Discharging the Board’s responsibilities relating to corporate governance matters, including developing and recommending to the Board a set of corporate governance guidelines; ▶ evaluating and making recommendations to the Board with respect to the size, composition and leadership of the Board and its committees, including identifying and recommending to the Board individuals qualified to become directors; ▶ overseeing succession planning for our CEO; ▶ evaluating related person transactions; ▶ conducting an annual performance evaluation of the Board, its committees and its members; ▶ overseeing our engagement with shareholders and other interested parties concerning corporate governance, environmental and social matters and related governance disclosures; and ▶ making recommendations to the Board regarding any shareholder proposals. Current members: Kimberly J. Harris (Chair), Roland A. Hernandez, Olivia F. Kirtley and Richard P. McKenney

	Committee			Primary responsibilities and membership
	Public Responsibility Held 4 meetings during 2022			▶ Overseeing our management of reputation risk and reviewing our company’s reputation, culture and brand management activities; ▶ reviewing and considering our position and practices on matters of public interest and public responsibility and similar social issues involving our relationship with the community at large; ▶ reviewing our community reinvestment and fair and responsible banking activities and performance; ▶ reviewing public policy matters that impact our company’s business activity, financial performance or reputation; ▶ reviewing policies and procedures for corporate political contributions; ▶ overseeing our policies and programs related to corporate responsibility matters; ▶ overseeing our environmental, social and governance strategy and disclosures; and ▶ reviewing our diversity, equity and inclusion strategy and progress against goals. Current members: Dorothy J. Bridges (Chair), Alan B. Colberg, Kimberly N. Ellison-Taylor, Yusuf I. Mehdi and John P. Wiehoff Mr. Colberg joined the committee on January 24, 2023.
	Risk Management Held 6 meetings during 2022			▶ Overseeing our overall risk management function, which governs the management of credit, interest rate, liquidity, market, operational, compliance (including Bank Secrecy Act/anti-money laundering), strategic and reputation risk, as well as other risks faced by our company, including cybersecurity and climate risk;reviewing and approving our company’s Risk Management Framework and Risk Appetite Statement; ▶ monitoring our company’s risk profile relative to its risk appetite and compliance with risk limits; ▶ reviewing quarterly reports on regulatory examination results and management’s actions and timing to remediate issues and reviewing summary and trending reports on open audit, second and first line self-identified issues; ▶ approving the appointment, evaluation and compensation of the Chief Risk Officer; and ▶ reviewing and evaluating significant capital expenditures and potential mergers and acquisitions. Current members: Richard P. McKenney (Chair), Dorothy J. Bridges, Andrew Cecere, Yusuf I. Mehdi, Loretta E. Reynolds* and John P. Wiehoff * Ms. Reynolds joined the committee on October 18, 2022.
	Cybersecurity Oversight Subcommittee Held 6 meetings during 2022			▶ Assisting the Risk Management Committee in its oversight of the company’s cybersecurity risk management program, including the effectiveness of the program and the company’s practices for identifying, assessing and mitigating cybersecurity risks; ▶ overseeing the company’s controls to prevent, detect and respond to cyber attacks, cybersecurity incidents, or information or data breaches; ▶ overseeing the company’s cyber resiliency, including cybersecurity crisis preparedness, incident response plans, and business continuity and disaster recovery capabilities; and ▶ reviewing company investments in cybersecurity infrastructure and program needs. Current members: Yusuf I. Mehdi (Chair), Elizabeth L. Buse, Andrew Cecere, Richard P. McKenney and Loretta E. Reynolds* * Ms. Reynolds joined the committee on October 18, 2022.
	Executive Held 0 meetings during 2022			▶ The Executive Committee has authority to exercise all powers of the Board of Directors, as permitted by law and our bylaws, between regularly scheduled Board meetings. Current members: Andrew Cecere (Chair), Warner L. Baxter, Dorothy J. Bridges, Kimberly J. Harris, Roland A. Hernandez, Olivia F. Kirtley, Richard P. McKenney and Scott W. Wine Mr. Baxter joined the committee on April 19, 2022.

		Focus on cybersecurity and climate risk
		The Board is very focused on the risks that cybersecurity threats and climate risk pose to our company as a major financial services institution. The Board has established a comprehensive oversight framework to address those increasing risks: ▶ Cybersecurity risk – a Cybersecurity Oversight Subcommittee of the Risk Management Committee was formed in January 2019 to provide dedicated oversight of cybersecurity risk management; – the Board enhanced its composition in 2022 through the addition of Loretta E. Reynolds to the Board. Ms. Reynolds brings extensive information technology and cybersecurity expertise to our Board and serves on the Risk Management Committee and its Cybersecurity Oversight Subcommittee; – the Risk Management Committee receives regular reports from management on cybersecurity issues and maintains primary oversight of risks arising from the related areas of data privacy and information security; – the annual joint session of the Risk Management, Audit, and Capital Planning Committees includes a report from our company’s Chief Information Security Officer on the cybersecurity threats facing our company and our company’s preparedness to meet and respond to those threats; and – the full Board typically holds an annual cybersecurity educational session, which features the perspective of an outside expert on a current cybersecurity topic, complemented by special presentations from our company’s information security and risk management functions. ▶ Climate risk – the company-level Risk Appetite Statement includes climate-risk specific risk statements and related metrics; – the Risk Management Committee receives quarterly reports from management on emerging risks, including climate risk; and – the Risk Management Committee receives “deep-dive” climate risk updates. ▶ To enhance reporting to our Board, our company has a Climate Risk Executive who focuses on identification, measurement, monitoring and mitigation of risks associated with climate change. ▶ In addition, our company enhanced its risk governance structure by forming a Climate Risk Working Group (CRWG) and Climate Scenario Working Group, which report up to our ESG Committee.

					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.

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

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

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

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

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

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

	NEO			Business Line Result
	Andrew Cecere Terrance R. Dolan Jeffry H. von Gillern			110.5% (based on weighted average pretax income results for all the company’s business lines)
	Gunjan Kedia			115.4% (based on weighted average pretax income results for the business lines within the Wealth Management and Investment Services group)
	Timothy Welsh			113.7% (based on weighted average pretax income results for the business lines within the Consumer and Business Banking group)

NEO	Value of equity awards granted in 2021			Value of equity awards granted in 2022
Andrew Cecere		$	9,800,000		$	10,000,000
Terrance R. Dolan		$	4,000,000		$	4,200,000
Jeffry H. von Gillern		$	3,000,000		$	3,250,000
Gunjan Kedia		$	2,800,000		$	3,250,000
Timothy A. Welsh		$	2,800,000		$	3,250,000

ROE performance matrix for awards granted in 2020 (performance period: 2020-2022) and 2023 (performance period: 2023-2025)
		Percentage of target PRSUs earned
Company ROE result (vertical axis)	Company ROE of 17.5% or more	75%	125%	150%
	Company ROE target (14.5%)	50%	100%	125%
	Company ROE of 10.0% or less (but >0%)	25%	50%	75%
	Company ROE of 0% or less	0%	0%	0%
		Ranking at 25th %ile or below	Ranking at median	Ranking at 75th %ile or above
		Peer group ROE ranking (horizontal axis)

Year	ROE1	Peer group ranking2	Earn out percentage
2020	13.0%	At or above 75th%ile	108.4%
2021	13.3%	At or above 75th%ile	111.9%
2022	15.9%	At or above 75th%ile	137.0%
Final earnout percentage for PRSU awards granted in 2020			119.1%

		January — February
		▶ Review the company’s recent performance in several key financial metrics and compare it to the performance of its peer institutions ▶ 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 ▶ 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.		$	3,665,743		$	393,343		$	128,695
Bank of America Corporation		$	3,050,706		$	265,703		$	94,950
Citigroup Inc.		$	2,416,676		$	87,604		$	75,338
Wells Fargo & Company		$	1,881,016		$	157,335		$	73,785
The PNC Financial Services Group, Inc.		$	557,263		$	63,700		$	21,120
Truist Financial Corporation		$	555,255		$	57,091		$	23,035
Capital One Financial Corporation		$	455,249		$	35,483		$	34,250
Fifth Third Bancorp		$	207,452		$	22,521		$	8,375
Citizens Financial Group, Inc.		$	226,733		$	19,389		$	8,021
U.S. Bancorp		$	674,805		$	66,734		$	24,184
U.S. Bancorp percentile ranking			51%			51%			38%

		Overall executive compensation program risk mitigation factors
		▶ Long-term incentive focus: The majority of the total compensation received by executive officers is in the form of equity awards with multi-year vesting schedules, which helps to ensure that executives have significant value tied to long-term stock price performance and mitigates incentives to manage the company with an excessive focus on short-term gain.
		Annual cash incentive risk mitigation factors
		▶ Specific risk sensitivity analysis: A “risk scorecard” assessment is performed for executive officers and can result in adjustments to award payouts under the AEIP. ▶ Clawback policy: The company’s incentive compensation clawback policy discourages risk taking that 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.

Name and principal position	Year		Salary ($)		Stock awards ($)1		Non-equity incentive plan compensation ($)2		Change in pension value and non-qualified deferred compensation earnings ($)3		All other compensation ($)4		Total ($)
Andrew Cecere Chairman, President and Chief Executive Officer		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
		2020		1,200,000		8,600,000		1,946,160		4,945,337		61,256		16,752,753
Terrance R. Dolan Vice Chair and Chief Financial Officer		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
		2020		725,000		3,600,000		798,660		1,431,911		30,757		6,586,328
Jeffry H. von Gillern Vice Chair, Technology and Operations Services		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
		2020		675,000		2,750,000		660,960		327,942		30,802		4,444,704
Gunjan Kedia Vice Chair, Wealth Management and Investment Services		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
		2020		655,000		2,300,000		690,632		146,287		162,040		3,953,959
Timothy A. Welsh Vice Chair, Consumer and Business Banking		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
		2020		655,000		2,300,000		918,048		96,634		37,203		4,006,885

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		12,200		32,685		7,215		—		—		3,531		11,183		72,214
Mr. Dolan		5,400		12,200		14,000		1,400		—		—		5,038		—		38,038
Mr. von Gillern		5,400		12,200		7,000		1,236		—		—		4,656		—		30,492
Ms. Kedia		—		12,200		21,950		—		70,425		38,065		3,677		—		146,317
Mr. Welsh		5,400		12,200		15,101		—		—		—		4,353		191		37,245

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		—		—		3,900,000		7,800,000		—		—		—		—		—
		3/3/22		1/24/22		—		—		0		106,553		159,829		—		5,999,999
		3/3/22		1/24/22		—		—		—		—		—		71,035		3,999,981
Terrance R. Dolan		—		—		1,500,000		3,000,000		—		—		—		—		—
		3/3/22		1/24/22		—		—		0		44,752		67,128		—		2,519,985
		3/3/22		1/24/22		—		—		—		—		—		29,835		1,680,009
Jeffry H. von Gillern		—		—		1,260,000		2,520,000		—		—		—		—		—
		3/3/22		1/24/22		—		—		0		34,630		51,945		—		1,950,015
		3/3/22		1/24/22		—		—		—		—		—		23,086		1,299,973
Gunjan Kedia		—		—		1,260,000		2,520,000		—		—		—		—		—
		3/3/22		1/24/22		—		—		0		34,630		51,945		—		1,950,015
		3/3/22		1/24/22		—		—		—		—		—		23,086		1,299,973
Timothy A. Welsh		—		—		1,260,000		2,520,000		—		—		—		—		—
		3/3/22		1/24/22		—		—		0		34,630		51,945		—		1,950,015
		3/3/22		1/24/22		—		—		—		—		—		23,086		1,299,973

	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		—		—		—		—
		—		—		—		71,035(2)		3,097,836		—		—
		—		—		—		—		—		159,829(3)		6,970,143
		—		—		—		50,056(4)		2,182,942		—		—
		—		—		—		—		—		168,096(5)		7,330,667
		—		—		—		21,406(6)		933,516		—		—
		—		—		—		112,473(7)		4,904,948		—		—
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		—		—		—		—
		—		—		—		29,835(2)		1,301,104		—		—
		—		—		—		—		—		67,128(3)		2,927,452
		—		—		—		20,431(4)		890,996		—		—
		—		—		—		—		—		68,610(5)		2,992,082
		—		—		—		8,961(6)		390,789		—		—
		—		—		—		47,081(7)		2,053,202		—		—
Jeffry H. von Gillern		39,199		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		—		—		—		—
		—		—		—		23,086(2)		1,006,780		—		—
		—		—		—		—		—		51,945(3)		2,265,321
		—		—		—		15,323(4)		668,236		—		—
		—		—		—		—		—		51,457(5)		2,244,040
		—		—		—		6,845(6)		298,510		—		—
		—		—		—		35,965(7)		1,568,434		—		—
Gunjan Kedia		27,267		55.01		2/16/2027		—		—		—		—
		—		—		—		23,086(2)		1,006,780		—		—
		—		—		—		—		—		51,945(3)		2,265,321
		—		—		—		14,302(4)		623,710		—		—
		—		—		—		—		—		48,027(5)		2,094,457
		—		—		—		5,725(6)		249,667		—		—
		—		—		—		30,079(7)		1,311,745		—		—

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		37		15,856,036		—
	Excess benefit		37		8,623,802		—
	U.S. Bank Pension Plan		37		828,149		—
	Total				25,307,987(3)		—
Terrance R. Dolan	U.S. Bank Non-Qualified Retirement Plan:
	Supplemental benefits		3		65,777		—
	Excess benefit		24		5,199,944		—
	U.S. Bank Pension Plan		24		870,157		—
	Total				6,135,878		—
Jeffry H. von Gillern	U.S. Bank Non-Qualified Retirement Plan:
	Supplemental benefits		1		13,439		—
	Excess benefit		22		1,203,218		—
	U.S. Bank Pension Plan		22		386,049		—
	Total				1,602,706		—

Fund Name	2022 Returns
Stable Value Fund		1.85%
Bond Index Fund		-13.15%
US Large Cap Equity Index Fund		-18.13%
US Small-Mid Equity Index Fund		-26.45%
International Equity Index Fund		-15.33%
Deferred Savings U.S. Bancorp Stock Fund		-19.09%

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		—		—		—		—		—
Gunjan Kedia		—		—		(42,109)		—		148,590(2)
Timothy A. Welsh		418,781		—		(208,990)		—		944,861(3)

Name	Type of payment	Annual disability payments ($)		Payments upon death ($)1		Payments upon involuntary termination (other than for cause) after a change-In-control ($)
Andrew Cecere
	Base pay		780,000		—		—
	Bonus		2,871,180		—		—
	Acceleration of unvested RSUs and PRSUs2		—		20,653,129		20,653,129
	Total		3,651,180		20,653,129		20,653,129
Terrance R. Dolan
	Base pay		150,000		—		—
	Bonus		—		—		—
	Acceleration of unvested RSUs and PRSUs2		—		8,582,448		8,582,448
	Total		150,000		8,582,448		8,582,448
Jeffry H. von Gillern
	Base pay		150,000		—		—
	Bonus		—		—		—
	Acceleration of unvested RSUs and PRSUs2		—		6,548,216		6,548,216
	Total		150,000		6,548,216		6,548,216
Gunjan Kedia
	Base Pay		150,000		—		—
	Bonus		—		—		—
	Acceleration of unvested RSUs and PRSUs2		—		6,098,422		6,098,422
	Total		150,000		6,098,422		6,098,422
Timothy A. Welsh
	Base Pay		150,000		—		—
	Bonus		—		—		—
	Acceleration of unvested RSUs and PRSUs2		—		6,098,422		6,098,422
	Total		150,000		6,098,422		6,098,422

Year	Summary compensation table total for PEO1			Compensation actually paid to PEO1			Average summary compensation table total for non-PEO named executive officers2			Average compensation actually paid to non-PEO named executive officers2			Value of initial fixed $100 investment based on:						Net income (in millions)4			Company selected performance measure (Adjusted ROE)
Year	Summary compensation table total for PEO1			Compensation actually paid to PEO1									Company total shareholder return (TSR)			Peer Group TSR3			Net income (in millions)4			Company selected performance measure (Adjusted ROE)
20225		$	16,157,514		$	14,217,402		$	5,859,631		$	5,004,351		$	83		$	98		$	5,825		15.9%
20215		$	19,166,276		$	21,662,399		$	5,810,359		$	7,353,727		$	102		$	124		$	7,963		13.3%
20205		$	16,752,753		$	8,176,718		$	4,747,969		$	2,926,730		$	82		$	90		$	4,959		13.0%

	Retainer
Annual retainer for service on the Board		$	100,000
Additional annual retainer for Lead Independent 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 chair of Cybersecurity Oversight Subcommittee		$	20,000
Additional annual retainer for other members of Audit and Risk Management Committees		$	15,000