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2023 Proxy Statement
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Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Independent
Executive Chairman and Former Chairman, President and CEO, Ameren Corporation
Age: 61
Director Since: December 2015
Independent
CEO, Metropolitan Economic Development Association (Meda)
Age: 67
Director Since: October 2018
Independent
Former CEO, Monitise plc
Age: 62
Director Since: June 2018
CEO
Chairman, President and CEO, U.S. Bancorp
Age: 62
Director Since: April 2017
Independent
Retired President and CEO, Assurant, Inc.
Age: 61
Director Since: January 2023
Independent
Founder and CEO, KET Solutions, LLC
Age: 52
Director Since: January 2021
Independent
Retired President and CEO, Puget Energy, Inc.
Age: 58
Director Since: October 2014
Incoming Lead Independent Director1
Founding Principal and CEO, Hernandez Media Ventures
Age: 65
Director Since: January 2012
Independent
President and CEO, Unum Group
Age: 54
Director Since: October 2017
Independent
Corporate Vice President, Microsoft Corporation
Age: 56
Director Since: June 2018
Independent
Founder and CEO, LEReynolds Group, LLC; Retired Lieutenant General, U.S. Marine Corps
Age: 58
Director Since: October 2022
Independent
Retired Chairman and CEO, C.H. Robinson Worldwide, Inc.
Age: 61
Director Since: January 2020
Independent
CEO, CNH Industrial N.V.
Age: 55
Director Since: July 2014
1 Following 16 years of dedicated service on our Board, including most recently as our current Lead Independent Director, Olivia F. Kirtley informed the Board after reaching age 72 that she will retire from the Board following expiration of her current term at the 2023 annual meeting. If re-elected, Roland A. Hernandez will succeed Ms. Kirtley as our Lead Independent Director effective following the 2023 annual meeting.
Board nominee composition
The composition of our Board of Directors reflects our Board’s and Governance Committee’s focus on ensuring that our Board has a diverse mix of skills and qualifications to oversee our business and our company’s strategy.

Board Composition Graphic


Board Composition Graphic
Board Composition Graphic


Board Composition Graphic

Director skills and qualifications


Warner L. Baxter
Age: 61
Director since: December 2015
Business experience:
Mr. Baxter, 61, is the Executive Chairman and Former 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 as the Executive Chairman since January 2022. Prior to his current role, Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Corporation from 2014 to January 2022. Mr. Baxter also serves as the Chairman of the Edison Electric Institution, an association representing all U.S. investor-owned electric companies. He has served in this role since June 2022 and was Vice Chairman from 2020 to 2022. 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. Before joining Ameren, Mr. Baxter served as a Senior Manager at PricewaterhouseCoopers LLP (PwC).
Other public company directorships:
  • Ameren Corporation since 2014 (Executive Chairman)
Skills and qualifications:
  • Chief executive experience: Mr. Baxter’s experience as a recent CEO of a Fortune 500 company provides valuable leadership insight and knowledge of strategic growth to the Board.
  • Community or sustainability leadership: Mr. Baxter’s leadership relating to the environmental and sustainability strategy at a regulated electric and gas utility company provides him with valuable insights and experience relating to important sustainability and environmental stewardship issues.
  • Corporate governance: Mr. Baxter has gained significant corporate governance expertise through his service as the Executive Chairman and Chairman of a large public company, as well as through his current leadership of the Audit Committee.
  • Financial reporting and accounting: Through his past experience as the CFO and Controller of a large publicly traded company and through his experience at PwC, Mr. Baxter brings extensive financial reporting and accounting expertise to our Board.
  • Other regulated industry expertise: As the Executive Chairman and the recent President and CEO of a company in a highly regulated industry, as well as the Chairman of the industry association representing all U.S. investor-owned electric companies, Mr. Baxter provides valuable perspective on regulatory and business challenges facing our company.
  • Risk management: As the recent President and CEO of a company in a critical infrastructure industry and through his experience at PwC, Mr. Baxter brings valuable risk management expertise to our Board of Directors.
Dorothy J. Bridges
Age: 67
Director since: October 2018
Business experience:
Ms. Bridges, 67, is the Chief Executive Officer of the Metropolitan Economic Development Association (Meda), a nonprofit organization providing business consultancy services, access to capital and marketing opportunities to BIPOC-owned businesses. She has served in this capacity since September 2022. Ms. Bridges served as 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, 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 or sustainability 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, as well as her current role as the Chair of the American Bankers Association Community Bankers’ Council, gives her valuable industry and regulatory oversight expertise.
  • Risk management: Through her experience at the Federal Reserve Bank of Minneapolis, Ms. Bridges brings to our Board risk management expertise that is particularly relevant to our company.
Elizabeth L. Buse
Business experience:
Ms. Buse, 62, 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., a 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 public company directorships:
  • F5, Inc. since 2020
  • Travelport Worldwide Ltd. from 2014 to 2019
Skills and qualifications:
  • Corporate governance: Through her current and past experience as a director for several public and private financial services technology companies, Ms. Buse brings valuable financial services specific corporate governance best practices experience to our Board.
  • Financial services industry expertise: As the former CEO of Monitise and as a former senior leader at Visa, Ms. Buse gained broad financial industry expertise that is particularly relevant to our Board.
  • Risk management: Ms. Buse brings to our Board valuable risk management expertise gained through her work in the financial services industry.
Andrew Cecere
Business experience:
Mr. Cecere, 62, 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 2000 through 2001.
Other public company directorships:
  • Donaldson Company, Inc. from 2013 to 2021
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, which is particularly important following the acquisition of MUFG Union Bank.
  • Corporate governance: Through his current experience as our Chairman and through his current and past experience on public company boards, Mr. Cecere brings valuable corporate governance experience to our Board.
  • 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 37 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.
Alan B. Colberg
Age: 61
Director since: January 2023
Business experience:
Mr. Colberg, 61, is the retired President and Chief Executive Officer of Assurant, Inc., a financial services company providing specialty insurance products and services. He served as Chief Executive Officer and a director of Assurant from January 2015 to December 2021, and as its President from 2014 to May 2021, prior to his retirement in January 2022. Prior to those roles, he served as Executive Vice President of Marketing and Business Development. Before joining Assurant in March 2011, Mr. Colberg served in various senior leadership roles for 22 years at Bain & Company, Inc., a management consulting company, where he served as global head of Bain’s financial services practice, among other roles. Early in his career, Mr. Colberg worked as an accountant for The Procter & Gamble Company.
Other public company directorships:
  • Corebridge Financial, Inc. since 2022 (Audit Committee Chair)
  • Assurant, Inc. from 2015 to 2021
  • CarMax, Inc. from 2015 to 2018
Skills and qualifications:
  • Chief executive experience: As the former President and CEO of Assurant, Mr. Colberg provides valuable leadership and management expertise to our Board.
  • Corporate governance: Mr. Colberg brings significant corporate governance expertise to our Board gained from his experience as the President and CEO of a public company and through his experience as a current and past board member and committee chair of multiple public companies, including as the former chair of the Nominating and Governance Committee at CarMax.
  • Financial reporting and accounting: Through his service as CEO of Assurant, as a member and chair of the audit committees of the boards of public companies, and his accounting and educational background, Mr. Colberg brings financial reporting and accounting experience to our Board.
  • Financial services industry expertise: Mr. Colberg’s experience as the recently retired President and CEO of a financial services company and former head of the financial services practice at large consulting company provides important expertise to our Board on managing the economic and regulatory environment currently facing our company.
  • Risk management: Through his vast experience as the President and CEO of a financial services company and as the global head of the financial services practice at Bain, Mr. Colberg brings valuable risk management experience to our Board.
Kimberly N. Ellison-Taylor
Age: 52
Director since: January 2021
Business experience:
Ms. Ellison-Taylor, 52, is the Founder and Chief Executive Officer of KET Solutions, LLC, a consulting firm focused on business growth, innovation, strategy, transformation and inclusive leadership. She has served in this capacity since April 2021. Ms. Ellison-Taylor served as the Executive Director of Finance Thought Leadership of Oracle Corporation, a Fortune 100 company that provides products and services for enterprise information technology environments, from April 2019 to April 2021. Ms. Ellison-Taylor served as the Global Strategy Leader in the Cloud Business Group of Oracle from September 2018 to March 2019 and as the Global Strategy Director in the Financial Services Industry Group of Oracle from July 2015 until September 2018, where she led worldwide teams to develop and execute strategies dealing with cloud data, information security, fraud prevention and detection, and customer experience. From 2016 to 2018, she also served as the chairman of the American Institute of CPAs, the world’s largest member association representing the accounting profession. Prior to joining Oracle in 2004, she held roles at NASA’s Goddard Space Flight Center, Motorola and KPMG and served as the Chief Information Technology Officer for Prince George’s County Government in Maryland.
Other public company directorships:
  • EverCommerce Inc. since 2021 (Audit Committee)
Skills and qualifications:
  • Community or sustainability leadership: Ms. Ellison-Taylor brings to our Board current expertise in overseeing climate risk and creating sustainable growth strategies, gained through her certification in the Diligent Climate Leadership Program.
  • Customer experience: Ms. Ellison-Taylor brings to our Board expertise relating to customer opportunities and expectations, gained through her prior experience as the senior leader of a consumer-focused company.
  • Digital, technology, or cybersecurity experience: Through her past experiences at a company providing innovative technology products and services, her experience as a Chief Information Technology Officer, her current roles consulting on innovation and transformation and teaching Emerging Technologies and Innovation at Carnegie Mellon University, Ms. Ellison-Taylor brings to our Board vast expertise of innovative technology that is particularly relevant to our company.
  • Financial reporting and accounting: Ms. Ellison-Taylor’s experience as a CPA and former chairman of the American Institute of CPAs provides valuable financial reporting and accounting expertise to our Board.
Kimberly J. Harris
Age: 58
Director since: October 2014
Business experience:
Ms. Harris, 58, 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. Prior to joining Puget Energy, Ms. Harris practiced law at Perkins Coie.
Other public company directorships:
  • American Water Works Company, Inc. since 2019 ( Governance and Nominations Chair, 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 and executive management perspective to our Board gained by leading a large company through challenging economic and regulatory environments.
  • Community or sustainability leadership: Ms. Harris’s experience as CEO and former chief resource officer of an energy services holding company provides her with important perspectives on environmental sustainability and related risk matters.
  • Other 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 and current Board member of companies in critical infrastructure industries, Ms. Harris brings valuable risk management experience and perspectives to our Board.
Roland A. Hernandez
Age: 65
Director since: January 2012
Incoming Lead Independent Director
Business experience:
Mr. Hernandez, 65, 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. He previously served on the Board of Directors of The Ryland Group, Inc., Sony Corporation, and Walmart Inc.
Other public company directorships:
  • 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
  • MGM Resorts International from 2002 to 2021
Skills and qualifications:
  • Chief executive experience: Mr. Hernandez’s experience as a former CEO of Telemundo provides valuable leadership insight and operational and strategic knowledge to the Board.
  • Corporate governance: Through his 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 best practices.
  • Customer experience: Mr. Hernandez brings deep expertise of customer expectations to our Board and adds a perspective on customer opportunities, gained through his prior experience as the leader of a consumer-focused company and through his service on the boards of directors of numerous customer focused companies.
  • 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
Business experience:
Ms. Kirtley, 71, 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 public company directorships:
  • Papa John’s International, Inc. since 2003 (Audit Committee)
  • Randgold Resources Ltd. from 2017 to 2019
Skills and qualifications:
Richard P. McKenney
Business experience:
Mr. McKenney, 54, 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. Mr. McKenney began his career at General Electric Company, transitioning his roles from manufacturing to financial leadership.
Other public company directorships:
  • Unum Group since 2015
Skills and qualifications:
  • Chief executive experience: Mr. McKenney’s experience as a current CEO provides valuable strategic and operational expertise to our Board gained by leading a large company through the current economic and regulatory environment.
  • Corporate governance: As the current President, CEO and board member of a public company, Mr. McKenney has gained significant corporate governance expertise that is valuable to our Board.
  • 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 and important perspective regarding the regulatory environment for 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
Business experience:
Mr. Mehdi, 56, 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, as well as adds a perspective on public and social policy issues facing a large consumer retail business.
  • Digital, technology, or cybersecurity experience: 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 the company’s corporate strategy.
Loretta E. Reynolds
Business experience:
Ms. Reynolds, 58, is the Founder and Chief Executive Officer of LEReynolds Group, LLC, a consulting firm focused on providing information technology and strategic business intelligence services and advising complex global organizations on managing large-scale risk. She has served in this capacity since August 2021. Ms. Reynolds retired from the U.S. Marine Corps in July 2021 after 35 years of service. During her distinguished career with the U.S. Marine Corps, she earned the rank of Lieutenant General in May 2018 and served as Deputy Commandant for Information from July 2018 to July 2021 and Acting Commander of the Marine Corps Forces Space Command from August 2019 to December 2020. She is the third woman to be promoted to Lieutenant General (three-star) in the history of the U.S. Marine Corps. Prior to that, she also served as Commander of the Marine Corps Forces Cyberspace Command from September 2015 to July 2018. Ms. Reynolds also served from 2015 to 2021 as a member of the U.S. Marine Corps Corporate Board, with oversight responsibility for global strategy, capabilities, and missions. Ms. Reynolds has served as a member of the Board of Trustees at the American Public University System since June 2022.
Skills and qualifications:
  • Digital, technology, or cybersecurity experience: Ms. Reynolds brings extensive information technology and cybersecurity expertise to our Board as a result of her 35-year career in various leadership and command roles in the U.S. Marine Corps, including her experience developing, leading and managing the U.S. Marine Corps’ $12 billion global information portfolio spanning intelligence, information technology, networking, cyber, space and information.
  • Risk management: Ms. Reynolds brings valuable risk management expertise to our Board through her current role as a consultant advising on large-scale risk management, her commands and strategic leadership roles in the U.S. Marine Corp relating to cyber, space, and information/digital technologies, and her service on the U.S. Marine Corps Corporate Board.
John P. Wiehoff
Age: 61
Director since: January 2020
Business experience:
Mr. Wiehoff, 61, is the retired Chairman and Chief Executive Officer of C.H. Robinson Worldwide, Inc., a multimodal transportation services and third-party logistics company. He served as Chairman from 2006 to 2020. 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 public company directorships:
  • Polaris Industries, Inc. since 2007 (Chairman; Corporate Governance and Nominating Committee Chair; Compensation Committee)
  • Donaldson Company, Inc. from 2003 to 2022
  • C.H. Robinson Worldwide, Inc. from 2002 to 2020
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, as well as extensive executive management experience.
  • Corporate governance: Mr. Wiehoff’s experience as the Chairman of a public company and on the governance committees of numerous public companies provides valuable corporate governance expertise to our Board.
  • Digital, technology, or cybersecurity experience: Through his experience as the leader at a logistics company, Mr. Wiehoff provides extensive expertise to our Board in executing strategy around technological transformation.
  • 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.
Scott W. Wine
Age: 55
Director since: July 2014
Business experience:
Mr. Wine, 55, is the Chief Executive Officer of CNH Industrial N.V., a global leader in capital goods including agricultural and construction equipment, trucks, and commercial vehicles. He has served in this position since January 2021. Prior to joining CNH Industrial, he served as the Chairman and Chief Executive Officer of Polaris Industries Inc., a worldwide manufacturer and marketer of innovative high-performance motorized products. He served as Chairman from 2013 to 2021, and Chief Executive Officer from 2008 to 2021. Mr. Wine began his career as an officer in the United States Navy.
Other public company directorships:
  • CNH Industrial N.V. since 2021
  • Polaris Industries Inc. from 2008 to 2020
  • Terex Corporation from 2011 to 2020
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 prior experience as the Chairman of a public company and his current experience as a director 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 consumer expectations and retail business gained from his leadership of a consumer-focused company.
Chief executive experience

Criteria
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 or sustainability leadership

Criteria
Have significant professional leadership experience in community service organizations, public policy roles, and/or sustainability matters (or a related certification)

Link to strategy
Provides perspective on our company’s connections to the communities it serves and responsible and sustainable business practices and opportunities

Nominees with this skill/qualification:

Corporate governance

Criteria
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
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:

Digital, technology, or cybersecurity experience

Criteria
Have executive-level experience in an industry driving digital and/or technological change or cybersecurity experience through prior professional experience (or a related certification/degree)

Link to strategy
Contribute expertise regarding digital capabilities, technological transformation, information security, or product innovation and evolving customer expectations

Nominees with this skill/qualification:

Financial reporting and accounting

Criteria
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
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:

Other regulated industry expertise

Criteria
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
Have specific risk-management expertise, gained through leadership at a critical infrastructure company, in the financial services industry, at a financial regulator, or in the military

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:

Audit Committee
Held 10 Meetings during 2022

Primary responsibilities
  • 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.

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.
Capital Planning Committee
Held 7 Meetings during 2022

Primary responsibilities
  • 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.


* Ms. Reynolds joined the committee on October 18, 2022.
Compensation and Human Resources Committee
Olivia F. Kirtley
Held 6 Meetings during 2022

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 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.


* Ms. Harris joined the committee on October 18, 2022.
Governance Committee
Olivia F. Kirtley
Held 6 Meetings during 2022

Primary responsibilities
  • 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.


Public Responsibility Committee
Held 4 Meetings during 2022

Primary responsibilities
  • 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.


* Mr. Colberg joined the committee on January 24, 2023.
Risk Management Committee
Held 6 Meetings during 2022

Primary responsibilities
  • 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.


* Ms. Reynolds joined the committee on October 18, 2022.
Cybersecurity Oversight Subcommittee
Held 6 Meetings during 2022

Primary responsibilities
  • 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.


* Ms. Reynolds joined the committee on October 18, 2022.
Executive Committee
Olivia F. Kirtley
Held 0 Meetings during 2022

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.


* Mr. Baxter joined the committee on April 19, 2022.
 
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