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2020 Proxy Statement
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Independent
Chairman, President and CEO, Ameren Corporation
Age: 58
Director Since: 2015
Independent
Former Senior Vice President, Federal Reserve Bank of Minneapolis
Age: 64
Director Since: 2018
Independent
Former CEO, Monitise plc
Age: 59
Director Since: 2018
Independent
President and CEO, Thermo Fisher Scientific Inc.
Age: 52
Director Since: 2016
CEO
Chairman, President and CEO, U.S. Bancorp
Age: 59
Director Since: 2017
Independent
Retired President and CEO, Puget Energy, Inc.
Age: 55
Director Since: 2014
Independent
Founding Principal and CEO, Hernandez Media Ventures
Age: 62
Director Since: 2012
Independent
Incoming Lead Director
Business Consultant
Age: 69
Director Since: 2006
Independent
Executive Vice President, CVS Health Corporation
Age: 57
Director Since: 2015
Independent
President and CEO, Unum Group
Age: 51
Director Since: 2017
Independent
Corporate Vice President, Microsoft Corporation
Age: 53
Director Since: 2018
Independent
Chairman and Retired CEO, C.H. Robinson Worldwide, Inc.
Age: 58
Director Since: 2020
Independent
Chairman and CEO, Polaris Industries Inc.
Age: 52
Director Since: 2014
Warner L. Baxter
Age: 58
Director since: 2015
Business experience: Mr. Baxter, 58, is the Chairman, President and Chief Executive Officer of Ameren Corporation, a regulated electric and gas utility company serving customers in Missouri and Illinois. He has served in these positions since 2014. Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Missouri from 2009 to 2014 and as Executive Vice President and Chief Financial Officer of Ameren Corporation from 2003 to 2009. In addition, he also served as President and Chief Executive Officer of Ameren Services from 2007 to 2009.
Other directorships:
  • Ameren Corporation since 2014 (Chairman)
  • UMB Financial Corporation from 2013 to 2015
Skills and qualifications:
  • Chief executive experience: Mr. Baxter’s experience as a current CEO of a Fortune 500 company provides valuable leadership insight to the Board.
  • Corporate governance: Mr. Baxter has gained significant corporate governance expertise through his service as the Chairman of a large public company.
  • Financial reporting and accounting: Through his past experience as the CFO and Controller of a large publicly traded company, Mr. Baxter brings extensive financial reporting and accounting expertise to our Board.
  • Regulated industry expertise: As the current President and CEO of a company in a highly regulated industry, Mr. Baxter provides valuable perspective on regulatory and business challenges facing our company.
  • Risk management: As the current President and CEO of a company in a critical infrastructure industry, Mr. Baxter brings valuable risk management expertise to our Board of Directors.
Dorothy J. Bridges
Age: 64
Director since: 2018
Business experience: Ms. Bridges, 64, is the former Senior Vice President of Public Affairs, Outreach and Community Development of the Federal Reserve Bank of Minneapolis, one of the twelve regional banks in the Federal Reserve System. She served as Senior Vice President from July 2011 until June 2018. Prior to joining the Federal Reserve Bank of Minneapolis, Ms. Bridges served as the President and Chief Executive Officer of City First Bank, a commercial bank providing financial services in low- and moderate-income communities, from 2008 until July 2011, and as President and Chief Executive Officer of Franklin National Bank, a Minneapolis commercial bank, from 1999 to 2008.
Skills and qualifications:
  • Community leadership: Through her experience as the senior leader in charge of public affairs, outreach and community development, and as the CEO of a commercial bank focusing on low- and moderate-income communities, Ms. Bridges brings to our Board expertise in understanding the financial needs of the individuals living in the communities we serve.
  • Financial services industry expertise: Ms. Bridges’s extensive experience in the banking industry, as a senior leader of a reserve bank and as the CEO of two commercial banks, gives her valuable industry and regulatory oversight expertise.
Elizabeth L. Buse
Age: 59
Director since: 2018
Business experience: Ms. Buse, 59, is the former Chief Executive Officer of Monitise plc, a global mobile banking and payments company based in the United Kingdom. She served as Co-Chief Executive Officer and Chief Executive Officer of Monitise during 2014 and 2015, after retiring from Visa, Inc., the world’s leading payment network, as Executive Vice President of Global Services, a position she held from 2013 to 2014. Ms. Buse held various senior leadership positions at Visa prior to that time, including Group President for Asia-Pacific, Central Europe, Middle East and Africa from 2010 to 2013.
Other directorships:
  • Travelport Worldwide Ltd. from 2014 to 2019
  • Monitise plc from 2014 to 2015
Skills and qualifications:
  • Financial services industry expertise: As the former CEO of Monitise and as a director for several public and private financial services technology companies, Ms. Buse gained broad financial industry expertise that is particularly relevant to our Board.
Marc N. Casper
Age: 52
Director since: 2016
Business experience: Mr. Casper, 52, is the President and Chief Executive Officer of Thermo Fisher Scientific Inc., a leader in life sciences and healthcare technologies. He has served as President and Chief Executive Officer since 2009. He served as Executive Vice President and Chief Operating Officer from 2008 to 2009 and Executive Vice President of Thermo Fisher and President of its Analytical Technologies business from 2006 to 2008. He joined Thermo Electron Corporation, a predecessor to Thermo Fisher Scientific, in 2001 and held various leadership positions within that company before being named Executive Vice President of Thermo Fisher in 2006.
Other directorships:
  • Thermo Fisher Scientific Inc. since 2009
Skills and qualifications:
  • Chief executive experience: Mr. Casper’s experience as the CEO of a large life sciences and healthcare technologies company gives him broad and valuable leadership experience.
  • Regulated industry expertise: Mr. Casper’s experience as the leader of a company in a heavily regulated industry gives him valuable insight on regulatory challenges.
  • Technological transformation: As the CEO of a company that specializes in technology, Mr. Capser brings a valuable forward-thinking perspective on technological innovation to our Board.
Andrew Cecere
Age: 59
Director since: 2017
Business experience: Mr. Cecere, 59, is the Chairman, President and Chief Executive Officer of U.S. Bancorp. He has served in this position since April 2018. He served as President and Chief Executive Officer from April 2017 to April 2018, as well as President and Chief Operating Officer from January 2016 to April 2017, after having served as Vice Chairman and Chief Operating Officer from January 2015 until January 2016. From February 2007 until January 2015, Mr. Cecere served as U.S. Bancorp’s Vice Chairman and Chief Financial Officer, after having served as Vice Chairman, Wealth Management and Investment Services of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. Previously, he had served as an executive officer of U.S. Bancorp before its merger with Firstar, including as Chief Financial Officer from May 2000 through February 2001.
Other directorships:
  • Donaldson Company, Inc. since 2013 (Audit Committee)
Skills and qualifications:
  • Chief executive experience: As CEO of U.S. Bancorp, Mr. Cecere brings to all Board discussions and deliberations deep knowledge of our company and its business.
  • Financial reporting and accounting: Through his service on the audit committee of a public company, as well as his past experience as CFO of U.S. Bancorp, Mr. Cecere brings valuable financial reporting and accounting expertise to our Board.
  • Financial services industry expertise: Mr. Cecere has deep expertise in the financial services industry, gained through a career of more than 30 years at U.S. Bancorp.
  • Risk management: Mr. Cecere brings to our Board valuable risk management expertise gained through his work as CFO, Chief Operating Officer, and then CEO of U.S. Bancorp during the challenging regulatory and market environment of recent years.
Kimberly J. Harris
Age: 55
Director since: 2014
Business experience: Ms. Harris, 55, is the retired President and Chief Executive Officer of Puget Energy, Inc., an energy services holding company, and its subsidiary Puget Sound Energy, Inc., a utility company providing electric and natural gas service in the northwest United States. She served in these positions from March 2011 until her retirement in January 2020. Ms. Harris served as President of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief Resource Officer from May 2007 until July 2010. Ms. Harris served as Senior Vice President, Regulatory Policy and Energy Efficiency, of these companies from 2005 until May 2007.
Other directorships:
  • American Water Works Company, Inc. since 2019 (Executive Development and Compensation, and Safety, Environmental, Technology and Operations Committees)
  • Puget Energy, Inc. and Puget Sound Energy, Inc. from 2011 to 2020
Skills and qualifications:
  • Chief executive experience: Ms. Harris’s experience as a CEO provides valuable leadership perspective to our Board gained by leading a large company through the recent economic and regulatory environment.
  • Regulated industry expertise: Ms. Harris’s experience as the leader of a company in a heavily regulated industry gives her valuable expertise in managing a complex business in the context of an extensive regulatory regime.
  • Risk management: As the recently retired President and CEO of a company in a critical infrastructure industry, Ms. Harris brings valuable risk management experience to our Board.
Roland A. Hernandez
Age: 62
Director since: 2012
Business experience: Mr. Hernandez, 62, is the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since January 2001. Mr. Hernandez served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000 and as President and Chief Executive Officer from 1995 to 2000.
Other directorships:
  • MGM Resorts International since 2002 (Lead Director; Compensation Committee Chair; Audit and Corporate Social Responsibility Committees)
  • Fox Corporation since 2019 (Audit Committee Chair; Nominating and Corporate Governance Committee)
  • Take-Two Interactive Software, Inc. since 2019 (Compensation Committee)
  • Belmond Ltd. (formerly Orient Express Hotels Ltd.) from 2013 to 2019
  • Vail Resorts, Inc. from 2002 to 2019
Skills and qualifications:
  • Corporate governance: Through his current and past experience as the Chairman or Lead Director of several public companies, Mr. Hernandez brings to our Board significant expertise in corporate governance issues and practices.
  • Financial reporting and accounting: With his extensive past and current experience on the audit committees of the boards of public companies, Mr. Hernandez brings broad financial reporting and accounting expertise to our Board.
Olivia F. Kirtley
Age: 69
Director since: 2006
Incoming Lead Director
Business experience: Ms. Kirtley, 69, a Certified Public Accountant and Chartered Global Management Accountant, has served as a business consultant on strategic, risk and corporate governance issues since 2000. She also served as the President of the International Federation of Accountants (‘‘IFAC’’), the global organization for the accountancy profession, which facilitates the establishment of international auditing, ethics and education standards, from 2014 to 2016, and as Deputy President of IFAC from 2012 to 2014. Prior to 2000, she served as a senior manager at a predecessor to accounting firm Ernst & Young LLP, and as Treasurer, Vice President and Chief Financial Officer at Vermont American Corporation.
Other directorships:
  • Papa John’s International, Inc. since 2003 (Compensation Committee Chair; Corporate Governance and Nominating Committee)
  • Randgold Resources Ltd. from 2017 to 2019
Skills and qualifications:
  • Corporate governance: Ms. Kirtley brings to our Board a deep understanding of a wide range of current governance issues gained by her work as a corporate governance consultant and a faculty member of The Conference Board Directors’ Institute.
  • Financial reporting and accounting: Ms. Kirtley gained extensive audit, financial reporting, and risk management experience as the CFO of an international company, as a CPA at a large international accounting firm and through her service as President of IFAC.
Karen S. Lynch
Age: 57
Director since: 2015
Business experience: Ms. Lynch, 57, is an Executive Vice President of CVS Health Corporation, a leading pharmacy and health care company, and President of its Aetna Business Unit. She has served in this position since November 2018. Ms. Lynch served as President of Aetna, Inc., a diversified health care benefits company, from 2014 until CVS Health’s acquisition of Aetna in November 2018. She served as Executive Vice President of Aetna’s Local and Regional business from 2013 to 2014 and Executive Vice President of Aetna’s Specialty Products business from 2012 to 2013. Ms. Lynch served as President of Magellan Health Services Inc., a health care management company, from 2009 to 2012. Ms. Lynch began her career as a Certified Public Accountant at auditing firm Ernst & Young LLP.
Skills and qualifications:
  • Financial reporting and accounting: Ms. Lynch’s past experience as a CPA and public company auditor provides valuable financial reporting and accounting expertise to our Board.
  • Financial services industry expertise: Ms. Lynch’s extensive insurance industry experience provides her with valuable financial services industry expertise.
  • Risk management: Ms. Lynch contributes valuable risk management expertise in the financial services industry through her experience leading a large health care benefits company.
Richard P. McKenney
Age: 51
Director since: 2017
Business experience: Mr. McKenney, 51, is the President and Chief Executive Officer of Unum Group, a workplace financial protection benefits company. He has served as President since April 2015 and as Chief Executive Officer since May 2015. Mr. McKenney served as Executive Vice President and Chief Financial Officer of Unum from 2009 to 2015. Prior to joining Unum in 2009, he served as Executive Vice President and Chief Financial Officer at Sun Life Financial, Inc., an international financial services company, from 2006 to 2009.
Other directorships:
  • Unum Group since 2015
Skills and qualifications:
  • Chief executive experience: Mr. McKenney’s experience as a current CEO provides valuable expertise to our Board gained by leading a large company through the current economic and regulatory environment.
  • Financial reporting and accounting: Through his past experience as CFO of several companies, Mr. McKenney brings extensive financial reporting and accounting expertise to our Board.
  • Financial services industry expertise: As the current President and CEO of a financial services company, Mr. McKenney brings to our Board discussions expertise in managing the business environment facing financial services companies.
  • Risk management: Through his experience as the leader of a financial services company, Mr. McKenney brings experience identifying, assessing and managing risk exposures of large, complex financial firms.
Yusuf I. Mehdi
Age: 53
Director since: 2018
Business experience: Mr. Mehdi, 53, is the Corporate Vice President of the Modern Life and Devices Group of Microsoft Corporation, a multinational technology company. The Modern Life and Devices Group operates the Windows, Surface, Office, and Bing businesses of Microsoft. He has served in this position since June 2018. From 2015 to June 2018, he served as Corporate Vice President of the Windows and Devices Group and from 2011 to 2015 as the Corporate Vice President and Chief Marketing and Strategy Officer of the Interactive Entertainment Division, which operated Microsoft’s Xbox business. Mr. Mehdi joined Microsoft in 1992 and held various leadership positions within the company prior to being named Senior Vice President of Microsoft’s Online Services Division in 2001.
Skills and qualifications:
  • Customer experience: Mr. Mehdi’s role driving customer experience at a large multinational company brings valuable retail and online business expertise to our Board.
  • Technological transformation: Mr. Mehdi’s significant experience in an industry that must adapt in real time to rapid changes in technology and customer expectations is a valuable resource in executing U.S. Bancorp’s corporate strategy.
John P. Wiehoff
Age: 58
Director since: 2020
Business experience: Mr. Wiehoff, 58, is the Chairman and retired Chief Executive Officer of C.H. Robinson Worldwide, Inc., a multimodal transportation services and third-party logistics company. He has served as Chairman since 2006. He also served as President from 1999 to 2019 and as Chief Executive Officer from 2002 to 2019. Prior to 1999, Mr. Wiehoff served in various senior leadership roles at C.H. Robinson starting in 1992 and began his career at Andersen Worldwide LLP with several different positions, including audit manager.
Other directorships:
  • C.H. Robinson Worldwide, Inc. since 2002 (Chairman)
  • Donaldson Company, Inc. since 2003 (Audit Committee Chair)
  • Polaris Industries, Inc. since 2007 (Corporate Governance and Nominating Committee Chair; Compensation Committee)
Skills and qualifications:
  • Chief executive experience: Mr. Wiehoff’s experience as the CEO of a Fortune 500 company gives him valuable leadership and business expertise.
  • Corporate governance: Mr. Wiehoff’s experience as the Chairman of a public company and on the governance committee of a different public company provides valuable corporate governance expertise to our Board.
  • Financial reporting and accounting: Mr. Wiehoff gained broad financial reporting and accounting expertise through his experience as an audit manager for a large accounting firm.
  • Technological transformation: Through his experience as the leader at a logistics company, Mr. Wiehoff provides extensive expertise to our Board in executing strategy around technological transformation.
Scott W. Wine
Age: 52
Director since: 2014
Business experience: Mr. Wine, 52, is the Chairman and Chief Executive Officer of Polaris Industries Inc., a worldwide manufacturer and marketer of innovative high-performance motorized products. He has served as Chairman since 2013, and Chief Executive Officer since 2008. Mr. Wine served as President of Fire Safety Americas, a division of United Technologies Corporation, from 2007 to 2008. Prior to that time, Mr. Wine held various senior leadership positions at Danaher Corporation and Honeywell International, Inc. from 1996 to 2007.
Other directorships:
  • Polaris Industries Inc. since 2008 (Technology Committee)
  • Terex Corporation since 2011; Mr. Wine is not standing for re-election at Terex’s 2020 annual meeting of stockholders
Skills and qualifications:
  • Chief executive experience: Mr. Wine’s experience as the CEO of a large international manufacturing company gives him broad and valuable experience in a business focused on growing operations within domestic and overseas markets.
  • Corporate governance: Through his experience as the Chairman of a public company, Mr. Wine provides corporate governance expertise to our Board.
  • Customer experience: Mr. Wine contributes to our Board a current perspective on retail business gained from his leadership of a consumer-focused company.
Audit Committee
Current Members:
Held 14 meetings during 2019
Primary Responsibilities
  • Assisting the Board of Directors in overseeing the quality and integrity of our financial statements, including matters related to internal controls; our compliance with legal and regulatory requirements; the qualifications, performance and independence of our independent auditor; and the integrity of the financial reporting processes, both internal and external;
  • 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 and compensation of the Chief Audit Executive.
Audit committee financial experts: Roland A. Hernandez, Warner L. Baxter, Karen S. Lynch and Scott W. Wine
Capital Planning Committee
Current Members:
Held 8 meetings during 2019
Primary Responsibilities
  • Overseeing the capital planning and capital management processes and actions, including stress testing processes, scenarios and results;
  • reviewing and approving the Comprehensive Capital Analysis and Review and recommending approval to the Board of Directors;
  • monitoring our company’s capital adequacy;
  • reviewing and approving our resolution and recovery plans and recommending approval of them to the Board of Directors; and
  • reviewing and approving the issuance or repurchase of equity or debt securities and other significant financial transactions.
*Doreen Woo Ho and O’dell M. Owens, M.D., M.P.H. are currently serving as directors but will not stand for re-election at the 2020 annual meeting.
Compensation and Human Resources Committee
Current Members:
Scott W. Wine
(Chair)
Held 6 meetings during 2019
Primary Responsibilities
  • 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, including recruitment, evaluations and development activities;
  • overseeing and reviewing the results of our employee diversity 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;
  • overseeing management’s efforts to foster a desired corporate culture in alignment with our strategy; and
  • evaluating the CEO’s performance and overseeing succession planning for executive officers other than our CEO.
*Arthur D. Collins, Jr., David B. O’Maley, and O’dell M. Owens, M.D., M.P.H. are currently serving as directors but will not stand for re-election at the 2020 annual meeting.
Governance Committee
Current Members:
Held 5 meetings during 2019
Primary Responsibilities
  • Evaluating and making recommendations to the Board with respect to the size, composition and leadership of the Board and its committees;
  • discharging the Board’s responsibilities relating to corporate governance matters, including developing and recommending to the Board a set of corporate governance guidelines;
  • overseeing succession planning for our CEO;
  • identifying and recommending to the Board individuals qualified to become directors;
  • 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 and other matters; and
  • making recommendations to the Board regarding any shareholder proposals.
*Arthur D. Collins, Jr., David B. O’Maley, and Craig D. Schnuck are currently serving as directors but will not stand for re-election at the 2020 annual meeting.
Public Responsibility Committee
Current Members:
Held 4 meetings during 2019
Primary Responsibilities
  • Overseeing our management of reputation risk and reviewing our company’s reputation 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; and
  • overseeing our policies and programs related to other corporate social responsibility matters, including environmental sustainability.
Risk Management Committee
Current Members:
Held 6 meetings during 2019
Primary Responsibilities
  • Overseeing our overall risk management function, which governs the management of credit, interest rate, liquidity, market, operational, compliance and strategic risk and the management of key risks in those areas, including cybersecurity;
  • 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
  • reviewing and evaluating significant capital expenditures and potential mergers and acquisitions.
*Doreen Woo Ho and Craig D. Schnuck are currently serving as directors but will not stand for re-election at the 2020 annual meeting.
Executive Committee
Current Members:
Andrew Cecere
(Chair)
No meetings were necessary in 2019
Primary Responsibilities
  • 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.
*Arthur D. Collins, Jr. and David B. O’Maley are currently serving as directors but will not stand for re-election at the 2020 annual meeting.
Chief executive experience
Criteria
Directors who are current or former CEOs of publicly held or large private corporations
Link to strategy
Have experience overseeing senior leadership, finance, marketing and execution of corporate strategy from both a management and a board perspective
Nominees with this skill/qualification:
Community leadership
Criteria
Director who have significant leadership experience in community service organizations and/or in public policy roles
Link to strategy
Provides perspective on our company’s connections to the communities it serves and responsible business practices
Nominees with this skill/qualification:
Corporate governance
Criteria
Directors who have significant experience serving on and leading the boards of other large corporations and/or professional experience in the corporate governance field
Link to strategy
Help our Board fulfill its oversight function effectively
Nominees with this skill/qualification:
Customer experience
Criteria
Directors who have executive-level experience in a consumer-focused industry other than financial services
Link to strategy
Provide insight into how our company interacts with retail customers
Nominees with this skill/qualification:
Financial reporting and accounting
Criteria
Directors who have specialized financial reporting qualifications, such as experience as a CPA or as the CFO of a large corporation
Link to strategy
Are particularly well suited to overseeing the quality and integrity of our company’s financial statements
Nominees with this skill/qualification:
Financial services industry expertise
Criteria
Directors who have executive-level experience in the financial services industry
Link to strategy
Possess deep knowledge of the business challenges and opportunities facing our company
Nominees with this skill/qualification:
Regulated industry expertise
Criteria
Directors who have executive-level experience in a regulated industry other than financial services
Link to strategy
Provide a valuable perspective on how an extensive regulatory framework intersects with strategic and operational planning
Nominees with this skill/qualification:
Risk management
Criteria
Directors who have specific risk-management expertise, gained through leadership at either a critical infrastructure company or a financial services institution
Link to strategy
Are particularly adept at identifying and assessing the varied risks facing our company as a large financial institution
Nominees with this skill/qualification:
Technological transformation
Criteria
Directors who has executive-level experience in an industry driving technological change
Link to strategy
Contribute expertise regarding product innovation and evolving customer expectations
Nominees with this skill/qualification:
 
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