American Express Co. Files Definitive Proxy Statement (DEF 14A)

Ticker: AXP · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 4962

American Express CO DEF 14A Filing Summary
FieldDetail
CompanyAmerican Express CO (AXP)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$60.5 b, $11.21, $5.3 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, American Express, AXP, Executive Compensation

TL;DR

<b>American Express Co. filed its Definitive Proxy Statement (DEF 14A) on March 15, 2024, detailing executive compensation and other corporate governance matters for the fiscal year ending December 31, 2023.</b>

AI Summary

AMERICAN EXPRESS CO (AXP) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Filing date: March 15, 2024. Reporting period: Fiscal year ending December 31, 2023. Company name: AMERICAN EXPRESS CO. Ticker symbol: AXP.

Why It Matters

For investors and stakeholders tracking AMERICAN EXPRESS CO, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including details on stock awards, option awards, and changes in actuarial present values, which are key components of total compensation. As a DEF 14A filing, it signifies that the company is providing final proxy materials to shareholders, likely in advance of an annual meeting where voting on these matters will occur.

Risk Assessment

Risk Level: low — AMERICAN EXPRESS CO shows low risk based on this filing. The filing is a standard DEF 14A, which is routine for public companies and does not contain immediate financial performance data or significant operational changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder alignment.

Key Numbers

Key Players & Entities

FAQ

When did AMERICAN EXPRESS CO file this DEF 14A?

AMERICAN EXPRESS CO filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AMERICAN EXPRESS CO (AXP).

Where can I read the original DEF 14A filing from AMERICAN EXPRESS CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AMERICAN EXPRESS CO.

What are the key takeaways from AMERICAN EXPRESS CO's DEF 14A?

AMERICAN EXPRESS CO filed this DEF 14A on March 15, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Filing date: March 15, 2024. Reporting period: Fiscal year ending December 31, 2023.

Is AMERICAN EXPRESS CO a risky investment based on this filing?

Based on this DEF 14A, AMERICAN EXPRESS CO presents a relatively low-risk profile. The filing is a standard DEF 14A, which is routine for public companies and does not contain immediate financial performance data or significant operational changes.

What should investors do after reading AMERICAN EXPRESS CO's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder alignment. The overall sentiment from this filing is neutral.

How does AMERICAN EXPRESS CO compare to its industry peers?

American Express operates in the finance services industry, specifically focusing on credit card services, payment processing, and travel-related services.

Are there regulatory concerns for AMERICAN EXPRESS CO?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate actions and governance.

Industry Context

American Express operates in the finance services industry, specifically focusing on credit card services, payment processing, and travel-related services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate actions and governance.

What Investors Should Do

  1. Analyze the executive compensation breakdown for key executives.
  2. Review any shareholder proposals and management's recommendations.
  3. Note the dates for upcoming shareholder meetings or voting deadlines.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure for public companies and does not represent a change from previous filings in terms of its nature, but rather provides updated information for the current reporting period.

Filing Stats: 4,269 words · 17 min read · ~14 pages · Grade level 15.9 · Accepted 2024-03-15 12:01:03

Key Financial Figures

Filing Documents

: Election of Directors for a Term of One Year

Item 1: Election of Directors for a Term of One Year 5 Our Board's Composition 5 Our Board Experience and Diversity Matrix 6 Our Director Nominees 7 Director Onboarding 15 Our Board Evaluation Process 15 Our Board Leadership Structure 17 Our Board's Primary Role and Responsibilities, Structure and Processes 18 How Our Board Oversees Risk Management 20 Cybersecurity Risk Oversight and Management 22 Management Oversight of Risk 23 Our Board Committees 23 Our Corporate Governance Framework 26 Shareholder Engagement 29 Compensation of Directors 33 Director Stock Ownership 35 Director and Officer Liability Insurance 35 Certain Relationships and Transactions 35 Environmental, Social and Governance (ESG) 37 Our ESG Strategy & Goals 37 2022-2023 ESG Highlights 38 ESG Governance 39 Colleague Diversity 40 2023 Global Workforce Representation 40 Creating an Inclusive Workplace Culture 41 Supporting Colleague Health, Safety and Well-Being 41 Fostering Personal and Professional Growth 42 Our ESG Ratings 42 Awards and Recognition 43 Learn More about Corporate Sustainability and ESG Matters at American Express 43 Audit Committee Matters 44

: Ratification of Appointment of Independent Registered Public Accounting Firm

Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm 44 PricewaterhouseCoopers LLP Fees and Services 46 Report of the Audit and Compliance Committee 47 Table of Contents ii 2024 PROXY STATEMENT

Executive Compensation

Executive Compensation 48

: Advisory Resolution to Approve Executive Compensation (Say-on-Pay)

Item 3: Advisory Resolution to Approve Executive Compensation (Say-on-Pay) 48 Compensation Discussion and Analysis 49 Section 1: Executive Summary 51 Section 2: Compensation Governance and Pay Principles 56 Section 3: Compensation Programs 57 Section 4: Compensation Determination Process 61 Section 5: 2023 Compensation Decisions and Outcomes 63 Section 6: Compensation Policies and Practices 70 Section 7: Report of the Compensation and Benefits Committee 73 Compensation Tables 74 Equity Compensation Plans 89 Pay Ratio 89 Pay versus Performance 90 Item4: Approval of the Second Amended and Restated American Express Company 2016 Incentive Compensation Plan 94 Shareholder Proposals 101 Item5: Shareholder Proposal Relating to Golden Parachutes 101 Item6: Shareholder Proposal Relating to Climate Lobbying 105 Item7: Shareholder Proposal Relating to Merchant Category Codes 108 Stock Ownership Information 111 Other Information 114 Attending the Virtual Annual Meeting of Shareholders and Webcast 114 Notice of Business to Come Before the Meeting 115 Additional Voting Information 115 Multiple Shareholders Sharing the Same Address 118 2025 Annual Meeting of Shareholders Information 118 Availability of 2023 Annual Report 119 Annex A—Information Regarding Non-GAAP Financial Measures 120 Exhibit A—Second Amended and Restated American Express Company 2016 Incentive Compensation Plan 121 Table of Contents 2024 PROXY STATEMENT 1 Proxy Summary Our Company's Strategic Imperatives American Express Company (the Company) is a globally integrated payments company, providing customers with access to products, insights and experiences that enrich lives and build business success. Our integrated payments platform includes card-issuing, merchant-acquiring and card network businesses. We are a leader in providing credit and charge cards to a broad range of customers, including c

executive compensation programs,

executive compensation programs, policies and practices Significant share requirements for senior Management and directors Mandatory retirement age of 72 for Board members Comprehensive ESG strategy and goals Wide-ranging and comprehensive director onboarding program along with robust continuing educational programs For a detailed discussion of our corporate governance framework and our director nominees, please see "Corporate Governance at American Express" beginning on page 5. Table of Contents 2024 PROXY STATEMENT 5 Corporate Governance at American Express

: Election of Directors for a Term of One Year

Item 1: Election of Directors for a Term of One Year The Board recommends a vote FOR each of the Director Nominees. Our Board currently has 14 members. Twelve of our directors are standing for re-election to hold office until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Two of our current directors, Peter Chernin and Ralph de la Vega, are retiring, having reached our mandatory retirement age, and are not standing for re-election. We thank them for their years of dedicated service and wish them continued success in the future. Our Board has appointed Laureen E. Seeger, Kristina V. Fink and David A. Kanarek as proxies to vote your shares on your behalf. The proxies intend to vote for the election of each of the 12 candidates nominated by the Board unless you indicate otherwise on your proxy or voting instruction form or when you vote by telephone or online. Each candidate has consented to being named in this Proxy Statement and serving as a director, if elected. However, if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board. If the Board nominates another individual, the persons named as proxies may vote for that nominee. Our Board's Composition Except for Mr. Squeri, our Board is comprised of independent directors. As illustrated by our Board Experience and Diversity Matrix and the director biographies starting on page 6, our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our Board believes that the combination of the various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and insightful strategic guidance. We continually review our Board's composition to identify the skills needed for our

Business

Business Government, Legal / Regulatory Public Company Governance Risk & Audit Oversight Mr. Brennan's extensive career at The Vanguard Group, Inc. (Vanguard) provides him with the ability to understand our institutional investors' perspectives and a deep knowledge of the financial industry's operations and regulations, risk oversight and management and audit and reporting matters. Mr. Brennan has been Chairman Emeritus and Senior Advisor at Vanguard, a global investment management company, since 2010. Mr. Brennan joined Vanguard in July 1982, was elected Chief Financial Officer (CFO) in 1985, President in 1989, CEO from 1996 to 2008 and Chairman of the Board from 1998 to 2009. Mr. Brennan was Chairman of the Board of Governors of the Financial Industry Regulatory Authority; Chairman of the Board of Trustees of the University of Notre Dame; Chairman of the Vanguard Charitable Endowment Program; and Founding Trustee of the King Abdullah University of Science and Technology in Saudi Arabia. Mr. Brennan is a former Chairman of the Financial Accounting Foundation, an overseer of financial accounting and reporting standard-setting boards. Previously, he served as a member of the board of directors of General Electric Company and LPL Financial Holdings, Inc. Mr. Brennan received his Bachelor of Arts from Dartmouth College and his Master of Business Administration from Harvard University. Walter J. Clayton III Age: 57 Independent Committees: Audit and Compliance (Chair) Nominating, Governance and Public Responsibility Skills: Core Business Operations & Management Financial Services & Investment Government, Legal / Regulatory Public Company Governance Risk & Audit Oversight Technology & Cybersecurity Mr. Clayton's breadth of legal and regulatory experience, as well as his deep knowledge and understanding of domestic and international financial markets, make him an asset to our Board. Mr. Clayton has been Senior Policy Advisor and Of Cou

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