Independent
Tenure on this board
11.4 yrs
Also a director at
Quanta Services Inc (PWR)Wec Energy Group Inc (WEC)
12 nominees · 3 ballot items.
Election of 12 directors; advisory (say-on-pay) vote to approve executive compensation; ratification of Ernst & Young LLP as independent auditor; and consideration of any other properly presented business at the meeting.
Election of twelve director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
An advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the company’s 2025 executive compensation for named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management and the Compensation and Human Resources Committee support this proposal, asserting the program aligns executive incentives with long-term shareholder value through a mix of base salary, annual incentives tied to EPS and business-line pretax income, and long-term equity awards (PRSUs and RSUs) with performance metrics transitioning to ROTCE in 2025 and a TSR modifier. The Board recommends a vote FOR, citing consistent prior shareholder support and governance features such as independent compensation consultants, clawback provisions, stock ownership and retention requirements, caps on payouts, and robust risk oversight. The Committee’s rationale includes that 2025 outcomes reflect pay-for-performance, with payouts for annual cash incentives above target and PRSUs earned above target for prior cycles; it notes CEO transition-related compensation actions and retention awards as justified by succession and retention needs. The proposal is routine and non-binding, and the Board will consider results in future compensation decisions; investor support or opposition could influence future program design and shareholder engagement.
Ratify the Audit Committee’s selection of Ernst & Young LLP as U.S. Bancorp’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 100,884,405 | $5.2B |
| 2 | STATE STREET CORP | 4.47% | 69,408,539 | $3.6B |
| 3 | BlackRock, Inc. | 3.24% | 50,330,783 | $2.6B |
| 4 | MUFG Bank, Ltd. | 2.86% | 44,374,155 | $2.3B |
| 5 | JPMORGAN CHASE CO | 2.86% | 44,372,297 | $2.3B |
| 6 | BlackRock, Inc. | 2.20% | 34,189,973 | $1.8B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 33,439,654 | $1.7B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.91% | 29,598,590 | $1.5B |
| 9 | FMR LLC | 1.76% | 27,262,874 | $1.4B |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.46% | 22,653,953 | $1.2B |
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