2022 PROXY STATEMENT     i   •

 

 

2022 PROXY STATEMENT		1		•

 

Proxy Summary

Our Company’s Strategic Imperatives

American Express is a globally integrated payments company that provides 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 payments products and services to a broad range of customers, including consumers, small businesses, mid-sized companies and large corporations around the world. Following an unprecedented year in 2020 with the onset of the COVID-19 pandemic, in 2021 we focused on rebuilding our growth momentum by investing in our customers, brand and talent and making progress against our four long-term strategic imperatives:

 

 

Business Performance

Our key focus in 2021 was to rebuild our growth momentum while continuing to invest in initiatives that advance our long-term strategic imperatives. Business performance highlights in 2021 include:

 

 

(1)	Represents the total of billed business on our proprietary cards and processed network volumes, including alternative payment solutions facilitated by AXP.

 

(2)	Source: AXP internal data and The Nilson Report, February 2022.

Financial Results

2021 financial highlights include:

 

 

 

2022 PROXY STATEMENT		2		•

 

Financial Performance Highlights

 

 

 

(1)	Attributable to common shareholders. Represents net income less earnings allocated to participating share awards, dividends on preferred shares and other items.

 

(2)	Return on equity (ROE) is calculated by dividing the preceding twelve months of net income by the one-year monthly average of total shareholders’ equity.

How Our Compensation Program Supports Our Business Strategy

Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and encouraging responsible risk-taking. This is achieved by linking individual pay with the Company’s performance on a diverse set of measures as well as financial and strategic goals. All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-Term Incentive Awards are designed to align executives with the Company’s long-term performance using performance-based equity awards in the form of Restricted Stock Units and Stock Options. Further, the Company Scorecard incentivizes performance and includes key objectives in four categories: Shareholder, Customer, Colleague and Strategic.

In 2021, the Compensation and Benefits Committee modified its charter to include reviewing strategies relating to diversity, equity, and inclusion initiatives as well as key talent metrics. In addition, executive compensation is also increasingly linked to our ESG goals. For example, in years past, the annual scorecard’s Colleague category included diversity representation, talent retention, culture and inclusion metrics as part of the calculation to determine incentive compensation for all eligible colleagues and in 2021, we also incorporated key ESG initiatives into our executive compensation program under the Strategic category of our Company Scorecard.

To support strong oversight, our Board’s Compensation and Benefits Committee approves performance goals across our categories and certifies performance outcomes.

Our executive compensation program, including compensation principles and strategy, is discussed in detail under the Compensation Discussion and Analysis section of this proxy statement.

 

 

 

2022 PROXY STATEMENT		3		•

 

Our Board of Directors

The following provides current summary information about each director nominee. Our director nominees possess a range of diverse skills, backgrounds, experience and viewpoints that we believe are integral to an effective and well-functioning board. Detailed information about each nominee’s qualifications, experience, skills and expertise along with select professional and community contributions can be found starting on page 7.

Our Director Nominees

 

Name

Position

Age

Director Since

AC

CB

NGPR

R

Thomas J. Baltimore

Director

58

2021

∎

Charlene Barshefsky

Director

71

2001

∎

John J. Brennan

Lead Independent Director

67

2017

∎

●

Peter Chernin

Director

70

2006

∎

●

Ralph de la Vega

Director

70

2016

●

∎

Michael O. Leavitt

Director

71

2015

∎

∎

Theodore J. Leonsis

Director

66

2010

∎

∎

Karen L. Parkhill

Director

56

2020

∎

●

Charles E. Phillips

Director

62

2020

∎

Lynn A. Pike

Director

65

2020

∎

Stephen J. Squeri

CEO & Chairman

63

2018

Daniel L. Vasella

Director

68

2012

∎

∎

Lisa W. Wardell

Director

52

2021

∎

Christopher D. Young

Director

50

2018

∎

∎

∎  Member     ●  Chair

 

AC

Audit and Compliance

CB

Compensation and Benefits

NGPR

Nominating, Governance and Public Responsibility

R

Risk

 

 

2022 PROXY STATEMENT		4		•

 

Director Nominee Demographics

 

 

 

 

 

(1)	Based on self-identified characteristics.

Director Experience Highlights

Our director nominees have a diversity of skills, viewpoints and expertise, including in the following areas:

 

 

 

 

 

 

2022 PROXY STATEMENT		5		•

 

		Corporate Governance Highlights

		BOARD STRUCTURE AND INDEPENDENCE

		◾  Engaged and autonomous Lead Independent   Director with explicit duties and responsibilities   ◾  All directors are independent   except the Chairman   ◾  Diverse and highly skilled Board that provides   a range of viewpoints		◾  Annual Review of optimal Board leadership   structure for the Company   ◾  Executive sessions of the independent directors led by the Lead   Independent Director at each regular in-person   Board meeting without management present		◾  Executive sessions at   committee meetings led by   independent committee   chairs without management   present

		SHAREHOLDER RIGHTS

		◾  Proxy access rights   ◾  Annual election of all directors		◾  Majority voting for directors   (in uncontested elections)		◾  Shareholders representing   at least 25% of outstanding   shares are able to call   special meetings

		BOARD OVERSIGHT

		◾  Oversees the Company’s annual business plan   and corporate strategy, succession planning   and risk management   ◾  Monitors the Company’s workplace culture,   “tone at the top” and values   ◾  Proactive, comprehensive and strategic Board   and senior management succession planning   ◾  Annual dedicated Board meeting focused on   Company strategy		◾  Key management and rising talent reviewed at   an annual talent review   ◾  Director access to experts and advisors, both internal and external   ◾  The Audit and Compliance Committee oversees the integrity of the Company’s financial statements and legal and regulatory compliance   ◾  The Nominating, Governance and Public   Responsibility Committee   oversees Environmental, Social and Governance (ESG)   matters		◾  The Compensation and   Benefits Committee   oversees the Company’s   strategies relating   to diversity, equity, and   inclusion initiatives as well   as key talent metrics   ◾  Risk-aware culture overseen by the Risk Committee, which also   oversees cybersecurity and ESG risks

		STRONG CORPORATE GOVERNANCE PRACTICES

		◾  Prohibition of hedging and   pledging transactions by   executive officers and directors   ◾  Sound policy on public company   board service   ◾  Responsive, active and ongoing shareholder   engagement   ◾  Strategic succession planning resulting in   regular Board and committee refreshment with   a range of tenures		◾  Robust Code of Business Conduct for   Members of the Board of Directors and Code of   Conduct for American Express colleagues,   each with an annual certification requirement   ◾  Annual written Board and committee   performance evaluations   ◾  Comprehensive clawback policy for senior   executives   ◾  Robust annual risk assessment of executive   compensation programs, policies and practices		◾  Significant share ownership   requirements for senior   executives and directors   ◾  Mandatory retirement age   of 72   ◾  Strong commitment to ESG,   including net-zero carbon   emissions by 2035
						◾  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 6.

 

 

2022 PROXY STATEMENT		6   •

 

Corporate Governance at American Express

Item 1: Election of Directors for a Term of One Year

Our Board currently has 15 members. Fourteen of our directors are standing for re-election to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified. One of our current directors, Ronald A. Williams, is retiring and not standing for re-election. For more information, please see “Our Retiring Director” on page 14. Our Board has appointed Laureen E. Seeger, Richard Starr and Kristina V. Fink as proxies to vote your shares on your behalf. The proxies intend to vote for the election of each of the 14 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 Director Nominees

Our director nominees hold and have held senior positions as leaders of various large, complex businesses and organizations and in government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers and members of senior management of large, global businesses. Through these roles, our nominees have developed expertise in core business strategy, operations, finance, human capital management and leadership development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business environments and foster innovation and business transformation. Additionally, our nominees’ experience serving in government and on other public, private and non-profit boards bring valuable knowledge and expertise, including in the areas of public policy, ESG, succession planning, compensation, cybersecurity, financial reporting and regulatory compliance.

Detailed biographical information for each director nominee follows. We have included career highlights, other public directorships and select professional and community contributions along with the top qualifications, experience, skills and expertise that we believe each director brings to our Board. Our Board considered all of the aforementioned attributes and the results of our annual board evaluations when deciding to re-nominate the following directors.

 

 

2022 PROXY STATEMENT		7   •

 

		Thomas J. Baltimore		Director since 2021 | Independent | Age 58 Committee: Audit and Compliance
		Career Highlights   ◾  Chairman and CEO of Park Hotels & Resorts, Inc. (2016-present), an NYSE-listed lodging real estate investment trust (REIT) focused on upper-upscale and luxury hotel assets with 60 assets owned in the U.S.   ◾  Former President, CEO and Director of RLJ Lodging Trust (2011-2016), an NYSE-listed lodging REIT focused on premium branded hotels in the U.S.   Specific Qualifications, Experience, Skills and Expertise ◾  Public company CEO ◾  Hospitality and real estate industry expert ◾  Core business, operations and management ◾  Financial accounting expertise ◾  Public company governance		Other Current Public Directorships ◾  Park Hotels & Resorts, Inc. ◾  Prudential Financial Inc.   Other Public Directorships in the Past Five Years ◾  AutoNation ◾  Duke Realty Corporation ◾  RLJ Lodging Trust   Select Professional and Community Contributions ◾  Executive Committee Member, American Hotel & Lodging Association ◾  Director, University of Virginia Investment Management Company ◾  Executive Board Member, National Association of Real Estate Investment Trusts ◾  Director, The Real Estate Roundtable

 

 

 

		Charlene Barshefsky		Director since 2001 | Independent | Age 71 Committee: Risk
		Career Highlights   ◾  Former Senior International Partner at WilmerHale (2001-2021), where she advised U.S. and international companies on international business transactions, government relations, market access, and foreign government regulation of business and investments   ◾  Former U.S. Trade Representative and member of President Clinton’s Cabinet, where she served as chief trade negotiator and principal trade policymaker for the United States, negotiating complex market access, regulatory and investment agreements with virtually every major country in the world		Specific Qualifications, Experience, Skills and Expertise ◾  High-level government service ◾  Expertise negotiating with foreign governments ◾  Advisor to firms on doing business in international markets ◾  Broad legal and public policy experience ◾  Public company governance   Other Current Public Directorships ◾  The Estée Lauder Companies Inc. ◾  Stagwell Inc. (fka MDC Partners Inc.)   Other Public Directorships in the Past Five Years ◾  Starwood Hotels & Resorts Worldwide, Inc. ◾  Intel Corporation   Select Professional and Community Contributions ◾  Trustee, Howard Hughes Medical Institute ◾  Member, Council on Foreign Relations

 

 

2022 PROXY STATEMENT		8   •

 

		John J. Brennan		Director since 2017 | Lead Independent Director | Age 67 Committees: Audit and Compliance | Compensation and Benefits (Chair)
		Career Highlights   ◾  Chairman Emeritus and Senior Advisor of The Vanguard Group, Inc. (2010-present), a global investment management company   ◾  Former CEO, CFO and Chairman of the Board of The Vanguard Group, Inc.   ◾  Former Chairman of the Board of Governors of The Financial Industry Regulatory Authority (FINRA), a U.S. financial services industry regulator   ◾  Former Chairman of the Financial Accounting Foundation, an overseer of financial accounting and reporting standard-setting boards		Specific Qualifications, Experience, Skills and Expertise ◾  Core business, operations and management ◾  CFO and financial accounting expertise ◾  Risk and audit oversight ◾  Financial industry operations and regulation ◾  Institutional investor perspective   Other Current Public Directorships ◾  None   Other Public Directorships in the Past Five Years ◾  General Electric Company ◾  LPL Financial Holdings, Inc.   Select Professional and Community Contributions ◾  Chairman, Board of Trustees of the University of Notre Dame ◾  Chairman, Vanguard Charitable Endowment Program ◾  Founding Trustee, King Abdullah University of Science and Technology

 

 

 

		Peter Chernin		Director since 2006 | Independent | Age 70 Committees: Compensation and Benefits | Nominating, Governance and Public Responsibility (Chair)
		Career Highlights   ◾  Founder and CEO of Chernin Entertainment (2009-present), a film and television production company, and The Chernin Group, LLC, which focuses on strategic opportunities in media, technology and entertainment   ◾  Co-Founder and Partner of TCG, a multi-stage investment firm dedicated to building consumer businesses   ◾  Former President, Chief Operating Officer and director of News Corporation   ◾  Former Chairman and CEO of the Fox Group, where he oversaw the global operations of the company’s film, television, satellite cable and digital media businesses		Specific Qualifications, Experience, Skills and Expertise ◾  Core business, operations and management ◾  Experience building global media businesses ◾  Digital business development ◾  Brand and marketing expertise ◾  Public company governance   Other Current Public Directorships ◾  None   Other Public Directorships in the Past Five Years ◾  Pandora Media, Inc. ◾  Twitter, Inc.   Select Professional and Community Contributions ◾  Co-Chairman and Co-Founder, Malaria No More ◾  Director and Co-chair, Board of Visitors of the University of California, Berkeley ◾  Former Director, Harvard AIDS Initiative

 

 

2022 PROXY STATEMENT		9   •

 

		Ralph de la Vega		Director since 2016 | Independent | Age 70 Committees: Audit and Compliance (Chair) | Compensation and Benefits
		Career Highlights   ◾  Chairman of the De la Vega Group (2018-present)   ◾  Former Vice Chairman of AT&T Inc. and CEO of Business Solutions and International (2016), where he led AT&T’s Integrated Business Solutions group (both mobile and IP services), which served nearly all of the Fortune 1000 firms globally, AT&T’s Mexican wireless business and DIRECTV Latin America   ◾  Former President and CEO of AT&T Mobile and Business Solutions (2014-2016)   ◾  Former CEO of AT&T Mobility   ◾  Former Chief Operating Officer of Cingular Wireless   Specific Qualifications, Experience, Skills and Expertise ◾  Core business, operations and management ◾  Global business leader ◾  Extensive business experience in Latin America ◾  Digital and mobile technology expertise ◾  Financial accounting expertise		Other Current Public Directorships ◾  Amdocs Ltd.   Other Public Directorships in the Past Five Years ◾  None   Select Professional and Community Contributions ◾  Former Chairman and Current Director, Junior Achievement Worldwide ◾  Director, Latino Donor Collaborative ◾  Former Executive Board Member, Boy Scouts of America

 

 

 

		Michael O. Leavitt		Director since 2015 | Independent | Age 71 Committees: Audit and Compliance | Nominating, Governance and Public Responsibility
		Career Highlights   ◾  Founder and Chairman of Leavitt Partners, LLC (2009-present), a health care consulting firm, and Chairman of Leavitt Equity Partners, a private equity fund   ◾  Former U.S. Secretary of Health and Human Services   ◾  Former Administrator of the U.S. Environmental Protection Agency   ◾  Former Governor of Utah   Specific Qualifications, Experience, Skills and Expertise ◾  Extensive government experience ◾  Core business, operations and management ◾  Broad public policy experience ◾  Regulatory experience ◾  Public company governance		Other Current Public Directorships ◾  Royal Caribbean Cruises Ltd.   Other Public Directorships in the Past Five Years ◾  HealthEquity, Inc. ◾  Medtronic, Inc.   Select Professional and Community Contributions ◾  Board of Advisors, Center for Presidential Transition, Washington D.C.

 

 

2022 PROXY STATEMENT		10   •

 

		Theodore J. Leonsis		Director since 2010 | Independent | Age 66 Committees: Compensation and Benefits | Nominating, Governance and Public Responsibility
		Career Highlights   ◾  Founder, Chairman and CEO of Monumental Sports & Entertainment, LLC (2010-present), a sports, entertainment, media and technology company that owns the NBA’s Washington Wizards, NHL’s Washington Capitals, the WNBA’s Washington Mystics, the Capital City Go-Go, Wizards District Gaming, Caps Gaming and the Capital One Arena in Washington, D.C.   ◾  Former Vice Chairman Emeritus of AOL LLC, a leading global ad-supported web company   ◾  Former Chairman of Revolution Money, Inc., acquired by American Express in January 2010   Specific Qualifications, Experience, Skills and Expertise ◾  Successful innovator and entrepreneur ◾  Core business, operations and management ◾  Expertise in social media and digital trends ◾  Brand and marketing expertise ◾  Public company governance		Other Current Public Directorships ◾  Groupon, Inc.   Other Public Directorships in the Past Five Years ◾  None   Select Professional and Community Contributions ◾  Chairman, D.C. College Access Program, Inc. ◾  Co-Founder and Vice-Chair, Greater Washington Partnership ◾  Co-Founder and Co-Executive Chairman, aXiomatic Gaming ◾  Council Member, National Museum of African American History and Culture

 

 

 

		Karen L. Parkhill		Director since 2020 | Independent | Age 56 Committees: Audit and Compliance | Risk (Chair)
		Career Highlights   ◾  Executive Vice President and Chief Financial Officer of Medtronic, Inc. (2016-present), where she leads the global finance organization and key supporting functions including Treasury, Controller, Tax, Internal Audit, Investor Relations, Business Development, Information Technology and Enterprise Business Services   ◾  Former Vice Chairman and Chief Financial Officer of Comerica Inc. (2011-2016), where she directly managed the Finance department overseeing Accounting, Business Finance, Corporate Planning and Development, Investor Relations, Treasury and Economics, with responsibility for all financial reporting   ◾  Former Chief Financial Officer of the Commercial Banking business at JP Morgan Chase and Co.   Specific Qualifications, Experience, Skills and Expertise ◾  Public company CFO ◾  Financial accounting expertise ◾  Banking industry expertise ◾  Core business, operations and management ◾  Risk and audit oversight		Other Current Public Directorships ◾None   Other Public Directorships in the Past Five Years ◾  Comerica Inc.   Select Professional and Community Contributions ◾  Former Member, International Women’s Forum ◾  Former National Trustee, Boys and Girls Clubs of America ◾  Former Director, Methodist Health System

 

 

2022 PROXY STATEMENT		11   •

 

		Charles E. Phillips		Director since 2020 | Independent | Age 62 Committee: Risk
		Career Highlights   ◾  Managing Partner and Co-Founder of Recognize (2020-present), a technology private equity firm   ◾  Former Chairman and CEO of Infor, Inc. (2010-2020), an enterprise software application provider   ◾  Former President of Oracle Corporation   Specific Qualifications, Experience, Skills and Expertise ◾  Technology industry expertise ◾  Core business, operations and management ◾  Financial services industry and investment expertise ◾  Risk oversight ◾  Regulatory experience		Other Current Public Directorships ◾  Paramount Global   Other Public Directorships in the Past Five Years ◾  BancoSantander SA   Select Professional and Community Contributions ◾  Former Director, Federal Reserve Bank of New York ◾  Director, Apollo Theater ◾  Director, Council on Foreign Relations

 

 

 

		Lynn A. Pike		Director since 2020 | Independent | Age 65 Committee: Compensation and Benefits
		Career Highlights   ◾  Former President of Capital One Bank (2007-2012) and a former member of the Capital One Executive Committee   ◾  Former President of Business Banking at Bank of America, as well as the former President of California for that corporation   Specific Qualifications, Experience, Skills and Expertise ◾  Unique perspective as Co-Chair of the Board of Directors of American Express National Bank ◾  Banking industry expertise ◾  Core business, operations and management ◾  Payments and network industry expertise ◾  Regulatory experience		Other Current Public Directorships ◾  Hiscox Ltd.   Other Public Directorships in the Past Five Years ◾  None   Select Professional and Community Contributions ◾  Co-Chair, Board of Directors of American Express National Bank ◾  Director, Hiscox USA (HICI) ◾  Director, BankWork$ ◾  Director, California State University Channel Islands Foundation

 

 

2022 PROXY STATEMENT		12   •

 

		Stephen J. Squeri		Director since 2018 | Chairman and CEO since 2018 | Age 63 Committees: None
		Career Highlights   ◾  Chairman and CEO of American Express Company (2018 to present)   ◾  Mr. Squeri has held many positions during his 36 years at American Express, including Vice Chairman, Group President of Global Corporate Services, Group President of Global Services and Executive Vice President and Chief Information Officer   Specific Qualifications, Experience, Skills and Expertise ◾  Unique perspective as Company CEO ◾  Global business leader ◾  Core business, operations and management ◾  Payments and network industry expertise ◾  Expertise in digital and mobile innovation		Other Current Public Directorships ◾  None   Other Public Directorships in the Past Five Years ◾  None   Select Professional and Community Contributions ◾  Chair, Business Roundtable Corporate Governance Committee ◾  Trustee, Valerie Fund ◾  Trustee, Manhattan College ◾  Member, Board of Governors of Monsignor McClancy Memorial High School

 

 

 

		Daniel L. Vasella		Director since 2012 | Independent | Age 68 Committees: Compensation and Benefits | Nominating, Governance and Public Responsibility
		Career Highlights   ◾  Honorary Chairman and former Chairman and CEO of Novartis AG (1996-2013), a company that engages in the research, development, manufacture and marketing of health care products worldwide   ◾  Former CEO and Former Chief Operating Officer, Senior Vice President, Head of Worldwide Development and Head of Corporate Marketing at Sandoz Pharma Ltd.   ◾  Chairman, Numab Therapeutics AG   Specific Qualifications, Experience, Skills and Expertise ◾  Core business, operations and management ◾  Finance, investment and M&A experience ◾  Global business leader ◾  Led a highly regulated business ◾  Public company governance		Other Current Public Directorships ◾  PepsiCo, Inc. ◾  SciClone Pharmaceuticals, Inc.   Other Public Directorships in the Past Five Years ◾  None   Select Professional and Community Contributions ◾  Foreign Honorary Member, American Academy of Arts and Sciences ◾  Former Trustee, Carnegie Endowment for International Peace ◾  Former Member, International Business Leaders Advisory Council for the Mayor of Shanghai

 

 

2022 PROXY STATEMENT		13   •

 

		Lisa W. Wardell		Director since 2021 | Age 52 Committee: Risk
		Career Highlights   ◾  Executive Chairman of Adtalem Global Education Inc. (2021-present), where she leads the board of directors and helps guide Adtalem’s mission and strategy, as well as representing Adtalem and interacting with key stakeholders to help advance Adtalem’s mission   ◾  Former CEO and Chairman of Adtalem Global Education, Inc. (2016-2021), where she oversaw the strategic repositioning of Adtalem’s portfolio, successfully acquiring and integrating companies in Adtalem’s financial services vertical, and led turnarounds and divestitures of Adtalem’s non-core assets   ◾  Former Executive Vice President and Chief Operating Officer for The RLJ Companies (2004-2016), where she was responsible for managing The RLJ Companies portfolio, including strategic partnerships, mergers and acquisitions, business strategy, operations and finance		Specific Qualifications, Experience, Skills and Expertise ◾  Core business, operations and management ◾  Risk oversight ◾  Finance, investment and M&A experience ◾  Public company governance ◾  Experience building global education business   Other Current Public Directorships ◾  Adtalem Global Education Inc.   Other Public Directorships in the Past Five Years ◾  Christopher and Banks, Inc. ◾  Lowe’s Companies, Inc. ◾  THINK450   Select Professional and Community Contributions ◾  Member, The Business Council ◾  Member, The Executive Leadership Council ◾  Member, CEO Action for Diversity and Inclusion

 

 

 

		Christopher D. Young		Director since 2018 | Independent | Age 50 Committees: Nominating, Governance and Public Responsibility | Risk
		Career Highlights   ◾  Executive Vice President – Business Development, Strategy and Ventures of Microsoft Corp. (2020-present), responsible for developing Microsoft’s global business development strategies that drive growth across the company   ◾  Former CEO of McAfee, LLC (2017-2020), one of the world’s leading independent cybersecurity companies   ◾  Former Senior Vice President and General Manager at Intel Security Group (2014-2017), where he led the initiative to spin out McAfee   Specific Qualifications, Experience, Skills and Expertise ◾  Cybersecurity expert ◾  Core business, operations and management ◾  Experience in national security and emergency preparedness ◾  Product development and marketing experience ◾  Risk oversight		Other Current Public Directorships ◾  None   Other Public Directorships in the Past Five Years ◾  Rapid7, Inc. ◾  Snap Inc.   Select Professional and Community Contributions ◾  Member, CISA Cybersecurity Advisory Committee ◾  Former Member, President’s National Security Telecommunications Advisory Committee ◾  Former Director, Cyber Threat Alliance ◾  Former Member, Board of Trustees of Princeton University

 

 

2022 PROXY STATEMENT		14   •

 

Our Retiring Director

Ronald A. Williams is retiring from our Board at the end of his current term and, therefore, will not stand for reelection at our Annual Meeting of Shareholders. We thank Mr. Williams for his years of dedicated service and wish him continued success in the future.

Our Board’s Composition

As illustrated by the director biographies on the previous pages, 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 Company both in the near term and into the future. Ongoing strategic board succession planning, along with our mandatory retirement age for directors, ensures that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. Over the next few years, several of our current Board members will retire due to our mandatory retirement age. With this in mind, our Board has been actively engaged in succession planning and added two new members in 2021. We believe that increasing the size of our Board in the short term to allow for knowledge transfer and information sharing between our newer directors and our retiring directors will help ensure an orderly and effective Board succession process over the next few years.

Ideal Director Nominee Attributes

The Nominating, Governance and Public Responsibility Committee assesses potential candidates based on their history of achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that the committee has identified as desired and whether they possess personal attributes and experiences that will contribute to the sound functioning of our Board.

Diversity is also a key consideration in our nomination and succession planning processes. Our Corporate Governance Principles provide that the Board should be diverse, engaged and independent. When reviewing potential board nominees, the Nominating, Governance and Public Responsibility Committee considers the holistic diversity of the Board, including gender, race, ethnicity, age, sexual orientation and nationality, and does not discriminate on any basis. Specifically, we seek individuals who:

 

 

Process for Identifying and Adding New Directors

The Nominating, Governance and Public Responsibility Committee uses a professional search firm to help identify, evaluate and conduct due diligence on potential director candidates. Using a professional search firm supports the committee in conducting a broad search and looking at a diverse pool of potential candidates. The committee also maintains an ongoing list of potential candidates and considers recommendations made by the Board’s independent directors.

In addition, the Nominating, Governance and Public Responsibility Committee considers all shareholder recommendations for director candidates and applies the same standards in considering candidates submitted by shareholders as it does in evaluating all other candidates. Shareholders can recommend candidates by writing to the committee in care of the Company’s Corporate Secretary and Chief Governance Officer, whose contact information is on page 30. Shareholders who wish to submit nominees for election at an annual or special meeting of shareholders should follow the procedure described on page 87.

 

 

2022 PROXY STATEMENT		15   •

 

 

 

Seven New Independent Directors Added Since 2017
		Racial, ethnic and gender diversity
		Current and former CEOs   Current and former CFOs
		Regulatory expertise
		Global business leaders
		Investment and M&A expertise
		Technology and cybersecurity expertise
		Hospitality industry expertise
		Financial services, banking and payments industry expertise

 

 

 

 

2022 PROXY STATEMENT		16   •

 

Director Onboarding

The Company maintains a comprehensive director onboarding program. In light of the COVID-19 pandemic, the Company’s director onboarding program was transitioned to a virtual experience to facilitate the seamless integration of new directors into their roles, all while maintaining consistency, integrity and efficiency within the Company’s existing onboarding process. The Company’s virtual director onboarding program includes all elements of the in-person experience and each onboarding session is individually tailored to take into account a director’s prior experience and background. New processes were developed for the virtual environment to introduce new directors and facilitate integration on the Board.

Our Board Evaluation Process

Our Board continually seeks to improve its performance. Our Lead Independent Director has regular one-on-one discussions with our Board members and conveys their feedback on an ongoing basis to our Chairman. Separately, our Chairman, Chief Legal Officer, and Corporate Secretary and Chief Governance Officer each routinely communicates with our Board members to obtain real-time feedback.

Our Nominating, Governance and Public Responsibility Committee oversees the formal annual evaluation process of the effectiveness of our Board and its standing committees. Conducting a robust annual evaluation process allows the Board to assess its performance and practices and identify areas for improvement. As part of the evaluation process, our Board analyzes and assesses the performance of both the Chairman and the Lead Independent Director, as well as the culture of the Board.

Our annual Board evaluations cover several areas, including the following:

 

Board efficiency and overall effectiveness

 

Board and committee structure

 

Board and committee composition

 

Satisfaction with the performance of the Chairman

 

Satisfaction with the performance of the Lead Independent Director

 

Board member access to the Lead Independent Director, CEO and other members of senior management

 

Quality of Board discussions and balance between presentations and discussion

 

Quality and clarity of materials presented to directors

 

Board and committee information needs

 

Satisfaction with Board agendas and the frequency and format of meetings and time allocations

 

Areas where directors want to increase their focus

 

Board dynamics and culture

 

Board and committee access to experts and advisors

 

Satisfaction with the format of the evaluation

Our Board plans to periodically engage an independent third-party evaluation firm as we have in the past to augment the Board’s annual evaluation process.

We believe that this continuous feedback cycle, along with our formal annual evaluation process, contributes to the overall functioning and ongoing effectiveness of our Board.

 

 

2022 PROXY STATEMENT		17   •

 

 

 

2022 PROXY STATEMENT		18   •

 

Our Board Leadership Structure

We believe that strong independent leadership is essential for our Board to effectively perform its primary oversight functions. We also believe it is critically important for our Board to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Company as they change over time and considerations such as continuity of leadership, sound succession planning and the additional factors described below.

The Board believes that a combined Chairman and CEO role allows the Company to effectively convey its business strategy and core values to shareholders, customers, colleagues, regulators and the public in a single, consistent voice. The Board also recognizes the necessity of having a strong Lead Independent Director with a clearly defined role and set of responsibilities (as detailed below) where there is a combined Chairman and CEO or where the Chairman is not independent. Their leadership is supplemented by engaged and expert committee chairs along with independent-minded, skilled and committed directors.

The Board’s succession planning discussions surrounding the recent changes in the Lead Independent Director role included extensive discussions of the Board’s leadership structure. Further, our Board and Nominating, Governance and Public Responsibility Committee recently completed its annual review of the Board’s leadership structure and considered the insightful, effective and sound leadership provided by Mr. Brennan as well as the tangible benefits of having a Chairman and CEO with an operational focus and extensive company experience given the global and complex nature of our business. In addition, the review also considered how the Company’s robust corporate governance practices combined with the Board’s current leadership structure helps to ensure both clear, strategic alignment throughout the Company and independent oversight of management. Taking all of this into account, our Board continues to believe that our current structure, led by Messrs. Squeri and Brennan, allows the Board to focus on key strategic, policy and operational issues, provides critical and effective leadership (both internally and externally), and creates an environment in which the Board can work effectively and appropriately challenge management, all of which we believe will benefit the long-term interests of our shareholders.

Strong Lead Independent Director with Defined Role and Responsibilities

John J. Brennan was elected by the independent directors of our Board to serve as Lead Independent Director, effective September 26, 2021. Mr. Brennan succeeds Ronald A. Williams, who has reached our mandatory retirement age and will not stand for reelection at our annual meeting.

Mr. Brennan joined our Board in 2017. During his tenure as a Board member, Mr. Brennan has established strong and effective working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our business. In connection with his election to Lead Independent Director, Mr. Brennan rejoined our Compensation and Benefits Committee as Chair. He was the Chair of the Risk Committee up until his election and was succeeded in that role by Ms. Parkhill. He remains a member of the Audit and Compliance Committee.

Mr. Brennan was selected to serve as Lead Independent Director as a result of a vigorous vetting process led by the Nominating, Governance and Public Responsibility Committee, which included extensive discussions of potential candidates with all members of the Board to seek input and reach alignment. These robust discussions took into account independent director tenures and committee membership histories along with a potential candidate’s willingness and capacity to serve as Lead Independent Director, understanding that the position entails significant responsibility. The Board recognizes that in circumstances like ours where the positions of Chairman and CEO are combined, a strong Lead Independent Director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership. Therefore, the position of Lead Independent Director at American Express comes with a clear mandate and significant authority and responsibilities that are detailed as follows in our Board-approved Corporate Governance Principles:

 

Preside at all meetings of the Board at which the Chairman is not present, including the executive sessions of the independent directors, and apprise the Chairman of the issues considered and decisions reached at those sessions;

 

Call additional meetings of the independent directors as needed;

 

Lead the Board in putting forth its expectations for “tone at the top”;

 

Meet regularly with the Chairman and serve as a liaison between the Chairman and the independent directors;

 

Facilitate effective and candid communication to optimize Board performance;

 

Serve as the Chair of the Compensation and Benefits Committee;

 

Coordinate with the Chair of the Nominating, Governance and Public Responsibility Committee (as needed) to recruit and interview qualified candidates for the Board;

 

Lead the annual evaluation of the Chairman and Chief Executive Officer, and together with the Chair of the Nominating, Governance and Public Responsibility Committee, the evaluation of the performance and effectiveness of the Board;

 

Advise the Chairman of the Board’s informational needs, participate in the setting of Board meeting agendas, including requesting the inclusion of additional agenda items at his or her discretion, and review and approve the types of information sent to the Board;

 

Review and approve the schedule of Board meetings to ensure there is sufficient time for discussion of all agenda items;

 

Monitor and coordinate with the Chairman on appropriate governance issues and developments;

 

Be available as appropriate for consultation and direct communication with major shareholders;

 

 

2022 PROXY STATEMENT		19   •

 

Advise and meet with the Chairs of each Committee of the Board as needed to assist with the fulfillment of each such Committee Chair’s responsibilities to the Board; and

 

Consult with the Chair of the Nominating, Governance and Public Responsibility Committee and the Board on succession planning and appointments for each Committee of the Board.

In addition, all Board members are encouraged to propose the inclusion of additional Board agenda items that they deem necessary or appropriate in carrying out their duties. All Board members have direct access to the Chairman and to the Lead Independent Director.

Our Board’s Primary Role and Responsibilities, Structure and Processes

Our Board bears the responsibility for the oversight of management on behalf of our shareholders in order to ensure long-term value creation. In that regard, the primary responsibilities of our Board include, but are not limited to (i) oversight of the Company’s annual business plan and development of the Company’s strategy, including strategic objectives for the Company’s businesses, (ii) ongoing succession planning and talent management, including the review of the results of the Company’s Annual Colleague Experience Survey and (iii) risk management, including the oversight of the development of the Company’s risk appetite.

How our Board Oversees our Annual Business Plan and Corporate Strategy

Our Board is responsible for overseeing the development of the Company’s strategy, which articulates the Company’s strategic objectives for its businesses; helps establish and maintain an effective risk management structure and control function; and provides direction to senior management to determine which business opportunities to pursue. At the beginning of each year, our senior management presents our consolidated annual business plan to the Board, and the Board discusses the Company’s results relative to the plan periodically throughout the year. The Board holds senior management accountable for effectively implementing the Company’s strategy consistent with its risk appetite, while maintaining an effective risk management framework and system of internal controls. In 2021, in addition to continuing to analyze and oversee the impact of the COVID-19 pandemic on the Company’s strategy and performance throughout the year, our Board engaged in a virtual three-day meeting (in place of our in-person off-site meeting) to conduct a deep dive into the Company’s strategic goals, timeline to achieve these goals and execution plans.

 

 

 

 

2022 PROXY STATEMENT		20   •

 

How our Board Engages in Ongoing CEO and Key Executive Succession Planning

Our Board ensures that we have the right management talent to pursue our strategies successfully.

The entire Board is involved in the critical aspects of the CEO succession planning process, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates and making key management succession decisions. Succession and development plans are regularly discussed with the CEO as well as without the CEO present in executive sessions of the Board. The Board makes sure that it has adequate opportunities to meet with and assess development plans for potential CEO and senior management successors to address identified gaps in skills and attributes. This occurs through various means, including informal meetings, Board dinners, presentations to the Board and committees, attendance at Board meetings and the comprehensive annual talent review. In addition, the Board has developed an emergency CEO succession plan.

The Board also oversees management’s succession planning for other key executive positions. Our Board calendar includes at least one meeting each year at which the Board conducts a detailed talent review, which includes a review of the Company’s talent strategies, leadership pipeline and succession plans for key executive positions.

Additionally, the detailed results of the Company’s Annual Colleague Experience Survey are reviewed each year with the Board. Our Annual Colleague Experience Survey provides insights into employee satisfaction, leadership efficacy, learning opportunities, and career development. The insights provided by the survey help improve the American Express colleague experience, workplace culture and business results. We believe that maintaining our strong workplace culture, adhering to our Blue Box Values and ensuring that our people feel included, valued, recognized and backed will help us attract, retain and develop the right talent to lead the Company and successfully execute our corporate strategy. Please see page 39 for additional information about our workplace culture.

 

 

2022 PROXY STATEMENT		21   •

 

How our Board Oversees Risk Management

Board of Directors

We are committed to Board-level risk management. Our Board monitors our “tone at the top” and risk culture and oversees emerging strategic risks. Risk management is overseen by our Board through three Board committees: Risk, Audit and Compliance and Compensation and Benefits. Each committee consists entirely of independent directors and provides regular reports to the Board regarding matters reviewed at their committee. The committees meet regularly in executive sessions with our Chief Financial Officer, Chief Legal Officer, Chief Risk Officer, Chief Compliance & Ethics Officer, Chief Audit Executive and other members of senior management with regard to our risk management processes, controls, talent and capabilities

 

 

 

 

 

2022 PROXY STATEMENT		22   •

 

Board Oversight of Cybersecurity

We are a global financial services company and understand the substantial operational risks for companies in our industry as well as the importance of preserving the trust of our customers and protecting personal information. To that end, we have an extensive cybersecurity governance framework in place. Our Board receives reports on cybersecurity at least once a year and our Risk Committee receives reports on cybersecurity at least twice a year, including in at least one joint meeting with the Audit and Compliance Committee, and all receive ad hoc updates as needed. In addition, the Risk Committee annually approves the Company’s Information Security Program.

Our cybersecurity program is designed to protect the confidentiality, integrity and availability of information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction. The program is built upon a foundation of advanced security technology, a well-staffed and highly trained team of experts, and robust operations based on the National Institute of Standards and Technology Cybersecurity Framework. This consists of controls designed to identify, protect, detect, respond to and recover from information and cybersecurity incidents. The framework defines risks and associated controls which are embedded in our processes and technology. Those controls are measured and monitored by a combination of subject matter experts and a security operations center with our integrated cyber detection, response and recovery capabilities.

 

We continuously assess the risks and changes in the cyber environment and dynamically adjust our program and investments as appropriate.

How our Management Oversees Risk

We use our comprehensive Enterprise Risk Management program to identify, aggregate, monitor and manage risks. The program also defines our risk appetite, governance, culture and capabilities. The implementation and execution of the Enterprise Risk Management program is headed by our Chief Risk Officer.

There are several internal management committees, including the Enterprise Risk Management Committee (ERMC), chaired by our Chief Risk Officer. The ERMC is the highest-level management committee to oversee all firm-wide risks and is responsible for risk governance, risk oversight and risk appetite. It maintains the enterprise risk appetite framework and monitors compliance with limits and escalations defined in it. The ERMC oversees implementation of certain risk policies Company-wide. The ERMC reviews key risk exposures, trends and concentrations, and significant compliance matters, and provides guidance on the steps to monitor, control and report major risks.

Our Board Committees

Our Board’s current standing committee membership information is listed on the following pages. Effective March 9, 2022, our Board approved revisions to the membership of our standing committees (see page 3 for our Board’s current committee membership). The Compensation and Benefits Committee Chair and Risk Committee Chair reflected below assumed those positions in connection with the election of our new Lead Independent Director on September 26, 2021. Each current member of our standing committees and each member in 2021 was independent and fulfilled the requirements applicable to each committee on which he or she served.

 

 

2022 PROXY STATEMENT		23   •

 

Board Committee Responsibilities

 

Audit and Compliance Committee
COMMITTEE HIGHLIGHTS		9      Meetings      in 2021		2021 Members Thomas J. Baltimore John J. Brennan Ralph de la Vega (Chair) Michael O. Leavitt Karen L. Parkhill		Independence Each member of the committee is independent and financially literate.		Audit Committee Financial Expert Each of Mr. Brennan, Mr. de la Vega and Ms. Parkhill meet the requirements as defined by U.S. Securities and Exchange Commission (SEC) rules.
Role and Responsibilities ◾  Assists the Board in its oversight of the integrity of our consolidated financial statements and related financial reporting processes, and internal and external auditing, including the qualifications and the independence of the independent registered public accounting firm, the performance of the Company’s Internal Audit services function, the integrity of our systems of internal control over financial reporting, and legal and regulatory compliance. See page 45 under Report of the Audit and Compliance Committee for additional information regarding the duties of the committee with respect to oversight of our financial reporting process ◾  Appoints, replaces, reviews and evaluates the qualifications of the Company’s independent registered public accounting firm ◾  Oversees the process for the receipt, retention and treatment, on a confidential basis, of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters ◾  Reviews and discusses reports from management regarding significant reported ethics violations under our Code of Conduct and other corporate governance policies ◾  Meets regularly in executive session with management, including with the Company’s Chief Financial Officer, Chief Legal Officer, Chief Compliance & Ethics Officer and Chief Audit Executive, and also with the Lead Engagement Partner from the Company’s independent registered public accounting firm

 

Compensation and Benefits Committee
COMMITTEE HIGHLIGHTS		6      Meetings      in 2021		2021 Members John J. Brennan (Chair) Peter Chernin Ralph de la Vega Theodore J. Leonsis Lynn A. Pike Daniel L. Vasella Ronald A. Williams		Independence Each member of the committee is independent.
Role and Responsibilities ◾  Oversees the compensation of our executive officers and designated key employees, considering the results of the Company’s most recent Say on Pay vote ◾  Oversees our employee compensation plans and arrangements and employee benefit plans ◾  Approves an overall compensation philosophy and strategy for the Company and its executive officers, including the selection of performance measures that appropriately balance risk with business objectives, and the review of our compensation practices so business performance is achieved without taking imprudent or excessive risk, with appropriate input from the Company’s Chief Risk Officer ◾  Evaluates potential conflicts of interest with respect to its advisors ◾  The committee may delegate certain of its responsibilities to one or more of its members or to executive officers or designated senior executives, to the extent permissible under its charter, the Company’s bylaws, the terms of the applicable plans, laws, rules, regulations and listing standards, and subject to any limitations imposed by our Board from time to time ◾  Reviews strategies relating to diversity, equity, and inclusion as well as key talent metrics, and such other matters as the committee deems appropriate from time to time   Compensation and Benefits Committee Interlocks and Insider Participation ◾  Neither any current member of the committee nor any person who served as a member of the committee during the last fiscal year is a former or current officer or employee of the Company or any of its subsidiaries. Neither any current member of the committee nor any person who served as a member of the committee during the last fiscal year has any relationship required to be disclosed under this caption under the rules of the SEC.

 

 

2022 PROXY STATEMENT		24   •

 

Nominating, Governance and Public Responsibility Committee
COMMITTEE HIGHLIGHTS		5      Meetings      in 2021		2021 Members Peter Chernin (Chair) Michael O. Leavitt Theodore J. Leonsis Daniel L. Vasella Ronald A. Williams Christopher D. Young		Independence Each member of the committee is independent.
Role and Responsibilities ◾  Considers and recommends candidates for election to the Board, consistent with criteria approved by the Board ◾  Provides oversight of and advice with respect to corporate governance matters at the Company consistent with the long-term best interests of the Company and its shareholders ◾  Advises the Board on director compensation ◾  Oversees the annual performance evaluation process for the Board and Board committees, including establishing criteria for evaluating their performance ◾  Advises the Board on Board leadership ◾  Considers feedback from shareholders regarding governance practices ◾  Administers the Related Person Transaction Policy ◾  Supports the Board with respect to CEO and management succession planning ◾  Reviews legislation, regulations and policies affecting us and the communities we serve, as well as our philanthropic programs, our political action committee, our corporate political contributions and our government relations activities ◾  Reviews the Company’s practices, positions, strategy, formal reporting, policies and programs on ESG matters, including those related to sustainability, climate change, human rights, social impact and philanthropy, and the impact those matters have on the Company’s business and key stakeholders   Political Engagement Activities We communicate with policymakers on public policy issues important to the Company. In addition to our advocacy efforts, we participate in the political process through the American Express Political Action Committee (AXP PAC) and through corporate political contributions in those jurisdictions where it is permissible. AXP PAC is funded solely by voluntary employee contributions and does not contribute to presidential campaigns. We maintain comprehensive compliance procedures to ensure that our activities are conducted in accordance with all relevant laws, and management regularly reports to the committee regarding its engagement in the public policy arena and its political contributions. Information regarding our Company’s political activities, including U.S. political contributions, may be found at https://ir.americanexpress.com/governance-and-corporate-responsibility/policy-engagement-and-political-activity/default.aspx.

 

Risk Committee
COMMITTEE HIGHLIGHTS		7      Meetings      in 2021		2021 Members Charlene Barshefsky Karen L. Parkhill (Chair) Charles E. Phillips Lisa W. Wardell Christopher D. Young		Independence Each member of the committee is independent.
Role and Responsibilities ◾  Assists the Board in its oversight of the Company’s Enterprise Risk Management framework and roles and responsibilities of the three lines of defense, and other risk management policies and procedures established by management to identify, assess, measure and manage key risks facing the Company ◾  Assists the Board in its oversight of management’s execution of capital management, liquidity planning and resolution planning ◾  Monitors the quality and effectiveness of the Company’s information technology security ◾  Meets regularly in executive session with the Company’s Chief Risk Officer   Please see How our Board Oversees Risk Management on page 21 for additional information regarding the activities of the committee.

 

 

2022 PROXY STATEMENT		25   •

 

Our Corporate Governance Framework

We have adopted Corporate Governance Principles that, together with the charters of the four standing committees of the Board (Audit and Compliance, Compensation and Benefits, Nominating, Governance and Public Responsibility and Risk), our Code of Conduct (which constitutes our code of ethics for colleagues) and the Code of Business Conduct for Members of the Board of Directors, provide our governance framework. Key governance policies and processes also include our Whistleblower Policy, our comprehensive Enterprise Risk Management Program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the Board committee level, guide the Company’s operations.

Our Board, along with management, regularly reviews our Corporate Governance Principles and practices to ensure that they are appropriate and reflect our high standards and Blue Box Values. In reviewing our Corporate Governance Principles and making recommendations, the Nominating, Governance and Public Responsibility Committee considers the views of shareholders expressed to us in engagement meetings, as well as publicly available discourse on governance.

You may view the following documents by clicking on the “Corporate Governance” link found on our Investor Relations webpage at http://ir.americanexpress.com and then selecting “Governance Framework.” You may also access our Investor Relations webpage through our main website at www.americanexpress.com by clicking on the “About American Express” link, which is located at the bottom of the Company’s homepage. You may also obtain free copies of the following materials by writing to our Company’s Corporate Secretary and Chief Governance Officer:

 

◾

Corporate Governance Principles

 

◾

Charters for each of the four standing Board committees

 

◾

Code of Conduct (which constitutes our code of ethics for colleagues)

 

◾

Code of Business Conduct for Members of the Board of Directors

Majority Voting Standard for Director Elections

In a non-contested election, directors are elected by a majority of “for” votes cast by shareholders. A non-contested election is an election where the number of nominees is the same as the number of directors to be elected. If a director receives a greater number of votes “against” than votes “for” his or her election, the director is required to immediately submit his or her resignation to the Board. The Board, excluding such individual, will decide whether or not to accept such resignation and will promptly disclose and explain its decision in a Form 8-K filed with the SEC.

In a contested election, the director nominees who receive the plurality of votes cast are elected as directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An election is considered contested under our Certificate of Incorporation if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the fourteenth day prior to the date on which we file our definitive proxy statement with the SEC.

Our Policy on Director Outside Board Commitments

Our Board expects individual directors to allot sufficient time and attention to Company matters and to use their judgment and consider all of their commitments when accepting additional directorships on other corporations or charitable organizations. Our Board also recognizes that some directors have the time and ability to maintain the focus and commitment expected at our Board and committee meetings as well as those of other public companies. Our Corporate Governance Principles provide that a director should not serve on the boards of more than four public companies (including ours) or, if the director is an active Chief Executive Officer or equivalent of another public company, on the boards of more than three public companies (including ours). Additionally, a director who serves on our Audit and Compliance Committee should not serve on more than two other public company audit committees. Our Board believes that our policy strikes the right balance by allowing for the depth and breadth of experience gained through membership on other boards and the time commitment needed for engaged board service.

Our Nominating, Governance and Public Responsibility Committee believes it is important for directors to balance the insights gained from their roles on other boards with the ability to prepare for, attend and participate effectively in our Board and committee meetings. As a result, the Nominating, Governance and Public Responsibility Committee evaluates director performance to ensure directors continue to have the time and commitment to fulfill their obligations to our Board. When vetting prospective directors, a key component of the Company’s due diligence process includes inquiry into whether an individual has sufficient capacity to devote to being an engaged and productive member of our Board. During the annual re-nomination process, the Nominating, Governance and Public Responsibility Committee considers a number of factors when deciding whether to renominate a director, including meeting attendance, individual contributions at meetings, the role of a director on other boards (with consideration given to public company board leadership positions), the commitment levels and time demands of outside activities, peer review feedback from one-on-one meetings held by each of our Chairman and Lead Independent Director with directors throughout the year and the results of the annual Board evaluation. Specifically, our annual evaluation process overseen by the Nominating, Governance and Public Responsibility Committee addresses topics including director commitment levels, engagement, effectiveness, and preparedness, and the results are discussed by each committee and our Board. Our Nominating, Governance and Public Responsibility Committee confirms that all of our directors standing for re-election comply with our outside board commitment policy at this time.

 

 

2022 PROXY STATEMENT		26   •

 

We are aware that some of our shareholders have their own outside board commitment policies that are more restrictive than our policy and, specifically, that Thomas J. Baltimore, Jr. exceeds some of our shareholders’ policies as a public company CEO sitting on three public company boards. As indicated above, when our Nominating, Governance and Public Responsibility Committee was considering whether to nominate Mr. Baltimore to our Board, extensive due diligence regarding his capacity to serve was conducted, including consideration of his other public company leadership roles and outside commitments. Mr. Baltimore’s long-standing track record of effective engagement and stellar attendance records at his other public boards as well as professional references regarding his active participation on other public company boards were among the many factors that guided the Company in proceeding with Mr. Baltimore’s nomination. Our Nominating, Governance and Public Responsibility Committee reviewed and considered the factors and information described above when deciding to renominate Mr. Baltimore this year. Mr. Baltimore has also met with certain of our shareholders at their request to discuss his board commitments and his capacity to serve. Our Board believed, and continues to believe, that Mr. Baltimore allocates ample time and attention to Company matters.

Our Board seeks the right mix of directors with skills to accomplish our long-term goals and strategy, and conducts extensive due diligence when evaluating prospective director nominees and during the annual renomination process. Our Board requests that shareholders consider the points above when applying their respective director commitment criteria and/or policies.

Director Attendance

Our meeting attendance policy is set forth in our Corporate Governance Principles. During 2021, our Board met six times and our committees met 27 times. All directors attended 75% or more of the meetings of the Board and Board committees on which they served in 2021.

All of our directors serving on our Board at the time of our 2021 Annual Meeting of Shareholders (held virtually due to the COVID-19 pandemic) attended the meeting virtually. Our Board strongly encourages all of its members to attend the Annual Meeting of Shareholders but understands there may be exigent circumstances, especially during these unprecedented times. Despite the extraordinary circumstances created by the pandemic, the Board continued to meet regularly on a virtual basis throughout the year.

Executive Sessions

Executive sessions of independent directors, led by our Lead Independent Director, enable the Board to discuss matters, such as strategy, CEO and senior management performance and compensation, succession planning and board effectiveness, without management present. Any director may request additional executive sessions of independent directors. During 2021, our independent directors met in executive session at each regularly scheduled Board meeting.

Our Board’s Size

Our Corporate Governance Principles provide that while the Board need not adhere to a fixed number of directors, generally a board of 12-14 directors offers a sufficiently large and diverse group to address the important issues facing the Company and provides a wide range of perspectives, while being small enough to encourage personal involvement and discussion. We recognize that at times the number of directors on our Board may be higher than this range during periods of succession planning-related transitions, and when this occurs, expect the size of our Board to subsequently come back to within this range (12-14) as directors do not stand for re-election in accordance with our mandatory retirement age or to pursue other interests.

Proxy Access

A shareholder or group of no more than 20 shareholders that has owned at least 3% of our common shares for at least three years may nominate directors to our Board and include the nominees in our proxy materials to be voted on at our Annual Meeting of Shareholders. The maximum number of shareholder nominees that will be included in our proxy materials with respect to any such Annual Meeting of Shareholders is the greater of (i) two or (ii) 20% of directors to be elected. A shareholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Corporate Secretary and Chief Governance Officer under the terms of our bylaws.

Trading in Company Securities

We prohibit hedging and pledging transactions in Company securities by executive officers and directors. Employees that are not executive officers are also prohibited from hedging Company securities and discouraged from pledging Company securities.

 

 

2022 PROXY STATEMENT		27   •

 

Additionally, we require members of senior management as well as our directors to pre-clear every transaction in Company securities for themselves, their immediate family members, and any family trust with the Corporate Secretary and Chief Governance Officer. This includes gifts, transactions in discretionary accounts and non-routine transactions such as optional cash purchases in the Dividend Reinvestment Plan.

Our Board’s Independence

 

13/14

Director Nominees are Independent

Our Corporate Governance Principles require that a significant majority of our directors shall meet the criteria for independence required by the New York Stock Exchange (NYSE). A director is considered independent if the Board determines that he or she does not have a material relationship with the Company. In making its annual independence determinations, the Board considers transactions between each director nominee and the Company. Our Board has established guidelines to assist it in determining director independence. These guidelines can be found within our Corporate Governance Principles and cover, among other things, employment and compensatory relationships, relationships with our auditors, customer and business relationships, and contributions to nonprofit organizations.

Based on our guidelines, the Board determined in March 2022 that all of its members in 2022, other than Mr. Squeri, and all of the Board’s director nominees for election at the 2022 Annual Meeting of Shareholders, other than Mr. Squeri, are independent.

Effective March 1, 2021, Ambassador Barshefsky retired as a partner from the law firm of WilmerHale, an international law firm based in Washington, D.C. From time to time and in the ordinary course of its business, WilmerHale provides legal services to American Express that we consider to be de minimis in nature. Ambassador Barshefsky did not provide any such legal services, and she did not receive any compensation from the firm that is generated by or related to our payments to WilmerHale for such services. The Nominating, Governance and Public Responsibility Committee determined, based on fees paid to the firm over the past three years, that WilmerHale does not perform substantial legal services for the Company on a regular basis. The fees and expenses paid to WilmerHale represented less than 1% of the firm’s annual revenue in each of the past three years and represented less than 0.1% of American Express’ revenues in each such year. Further, the Nominating, Governance and Public Responsibility Committee reviewed the nature of American Express’ engagement of WilmerHale and the services rendered, including the expertise and relevant experience of the firm and the specific partners engaged to work on the matters for which we have engaged the firm, and determined that Ambassador Barshefsky’s service on our Board should not impair our ability to engage WilmerHale when we determine such engagements to be appropriate and in our best interests. The committee is satisfied that WilmerHale, when engaged for legal work, is chosen by American Express’ legal group on the basis of the directly relevant factors of experience, expertise and efficiency. After considering the foregoing, the committee determined and recommended to the Board that American Express’ professional engagement of WilmerHale does not impair Ambassador Barshefsky’s independence.

 

 

2022 PROXY STATEMENT		28   •

 

Shareholder Engagement

Our Board’s Commitment to Shareholder Engagement

 

 

 

				Why We Engage
		Our directors and management recognize the benefits that come from robust dialogue with shareholders and other relevant parties and we have embraced an active engagement strategy for many years. We engage with shareholders throughout the year in order to:   ◾  Provide visibility and transparency into our business, our performance and our corporate governance, ESG and compensation practices;   ◾  Discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views; and   ◾  Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices.

 

 

 

 

 

 

2022 PROXY STATEMENT		29   •

 

How We Engage

 

Following our 2021 Annual Meeting of Shareholders, we engaged with shareholders representing approximately 45% of our outstanding shares on corporate governance, ESG, diversity, equity, and inclusion (DE&I), executive compensation and related matters. During these meetings, depending on the investor’s priorities, we discussed and sought direct feedback on a broad number of issues including company strategy and performance, board composition, ESG, DE&I, climate commitments and executive compensation programs. The below table provides a snapshot of our ongoing engagement process and outcomes.
Board Involvement   Our Lead Independent Director who also serves as our Compensation and Benefits Committee Chair is available for engagement with shareholders, including participating in joint corporate governance and investor relations meetings. We deliver extensive feedback to our Board regarding shareholder meetings.				Actions Taken by the Board Following Shareholder Engagement   Shareholder feedback is delivered to our Board and thoughtfully considered and has led to modifications in our executive compensation programs, governance practices and disclosure. Some of the actions we have taken that are informed by shareholder feedback over the last several years include:     Redesigned performance restricted stock unit awards to include relative ROE metric and relative TSR modifier     Eliminated Portfolio Grant (long-term cash) program in 2019 and transitioned target award values to 100% equity tied to Company and stock performance for Named Executive Officers (NEOs)     Modified our perquisites policy to eliminate cash perquisite allowance paid to NEOs     Continued to align compensation program with the Company’s strategic priorities     Released our 2020-2021 ESG report (available on our website), which includes our full EEO-1 data and outlines our new ESG Strategy Roadmap focused on three core pillars: promoting DE&I, building financial confidence, and advancing climate solutions each with new long-term goals and initiatives     Released our inaugural DE&I report (available on our website), which includes recruitment, retention and promotion data, documents our progress on DE&I commitments and initiatives and details the diversity representation of colleagues and our history of fostering an inclusive and equitable culture through real stories from colleagues, customers and community leaders     Achieved 100% pay equity for colleagues across genders globally and across races and ethnicities in the U.S and enhanced transparency on equal pay with the disclosure of our “raw median pay gap”     Adopted proxy access     Adopted shareholder right to call special meetings     Changed our executive compensation peer group     Simplified our Annual Incentive Award program to be more formulaic and based on a single Company scorecard     Committed to not provide office support to future retiring CEOs     Enhanced our website disclosures on political contributions     Continued to evolve and enhance our proxy disclosures     Amended our Corporate Governance Principles to limit the number of public company boards on which our directors may serve     Added directors with financial services, payments, cybersecurity and digital backgrounds     Committed to net-zero emissions by 2035 in alignment with the Science Based Targets initiative
Investor Relations and Senior Management   We provide investors with many opportunities to provide feedback to our Board and senior management. We participate in:   ◾  Formal events ◾  One-on-one meetings ◾  Group meetings throughout the year   To learn more about our engagement, you may visit our Investor Relations website at http://ir.americanexpress.com.
Corporate Secretary’s Office   We engage with governance representatives of our major shareholders through in-person meetings and conference calls that occur during and outside of the proxy season. Members of the corporate governance, investor relations and executive compensation groups discuss, among other matters, company performance, emerging governance practices generally and specifically with respect to our Company, the reasons behind a shareholder’s voting decisions at prior annual shareholder meetings, our executive compensation practices and ESG strategy and framework.

 

 

2022 PROXY STATEMENT		30   •

 

How to Communicate with our Board

You may communicate with the Board or an individual director by letter or email, directed in care of the Company’s Corporate Secretary and Chief Governance Officer, who will forward your communication to the intended recipient. However, at the discretion of the Corporate Secretary and Chief Governance Officer, materials considered to be inappropriate or harassing, unsolicited advertisements, or promotional materials and invitations to conferences may not be forwarded.

If you have an inquiry about our financial statements, accounting practices or internal controls, please direct your concern to the Chair of the Audit and Compliance Committee. If the inquiry relates to our governance practices, business ethics or corporate conduct, it should be directed to the Chair of the Nominating, Governance and Public Responsibility Committee or the Lead Independent Director. Matters relating to executive compensation may be directed to the Chair of the Compensation and Benefits Committee. If you are unsure of the category to which your concern relates, you may communicate it to any one of the independent directors, to the Lead Independent Director or to the Chairman.

Please direct such communications in care of the Corporate Secretary and Chief Governance Officer as follows:

Kristina V. Fink

Corporate Secretary and Chief Governance Officer

American Express Company

200 Vesey Street

New York, NY 10285

corporatesecretarysoffice@aexp.com

 

 

2022 PROXY STATEMENT		31   •

 

Compensation of Directors

The Nominating, Governance and Public Responsibility Committee reviews director compensation and seeks to compensate our directors in a manner that attracts and retains highly qualified directors and aligns the interests of our directors with those of our long-term shareholders. No changes were made to the Company’s non-management director compensation programs for 2021.

The following table provides information on the 2021 compensation of non-management directors who served for all or a part of 2021. We reimburse directors for reasonable out-of-pocket expenses attendant to their board service.

 

Name		Fees Earned or Paid in Cash(1)					Stock Awards(2)					All Other Compensation(3)					Total
Thomas J. Baltimore(4)			$	109,111				$	200,000				$	1,613				$	310,724
Charlene Barshefsky			$	120,000				$	200,000				$	120,666				$	440,666
John J. Brennan(5)			$	166,746				$	219,769				$	27,441				$	413,956
Peter Chernin			$	145,000				$	200,000				$	78,360				$	423,360
Ralph de la Vega			$	151,333				$	200,000				$	28,099				$	379,432
Anne L. Lauvergeon(6)			$	41,785				$	—				$	17,398				$	59,183
Michael O. Leavitt			$	135,000				$	200,000				$	39,243				$	374,243
Theodore J. Leonsis			$	130,000				$	200,000				$	59,728				$	389,728
Karen L. Parkhill			$	145,272				$	200,000				$	13,255				$	358,527
Charles E. Phillips			$	116,333				$	200,000				$	1,803				$	318,136
Lynn A. Pike			$	117,792				$	200,000				$	135,255				$	453,047
Daniel L. Vasella			$	134,694				$	200,000				$	60,653				$	395,347
Lisa W. Wardell(7)			$	98,000				$	200,000				$	1,498				$	299,498
Ronald A. Williams(8)			$	159,456				$	255,231				$	137,510				$	552,197
Christopher D. Young			$	135,042				$	200,000				$	18,006				$	353,048

 

(1)

Annual Retainers. For service in 2021, we paid non-management directors an annual retainer of $100,000 for board service. We paid an additional annual retainer of $20,000 to members of the Audit and Compliance and Risk Committees, $15,000 to members of the Compensation and Benefits Committee and Nominating, Governance and Public Responsibility Committee. We also paid an annual retainer to the Chair of each of the Board committees as follows: Audit and Compliance and Risk, $20,000; and Compensation and Benefits and Nominating, Governance and Public Responsibility, $15,000. We pay no fees for attending meetings, but the annual retainer for board service of $100,000 is reduced by $20,000 if a director does not attend at least 75% of his or her aggregate board and committee meetings. Our Lead Independent Director receives an annual retainer of $100,000, of which $25,000 is paid in cash and included in this column and the remaining $75,000 is credited to the director’s stock equivalent unit (SEU) account (see footnote 2). During 2021, we had two Lead Independent Directors, Ronald A. Williams and John J. Brennan, who received pro-rated retainers of $73,641 and $26,359, respectively,

 

All non-management directors, except Charlene Barshefsky, Theodore J. Leonsis, Karen L. Parkhill, Lynn A. Pike and Ronald A. Williams, deferred all or a portion of their 2021 retainers into a cash account, a SEU account, or both, under the deferred compensation plan described below in footnote 2.

 

(2)

Share Equivalent Unit Plan. To align our non-management directors’ annual compensation with shareholder interests, each non-management director is credited with common SEUs upon election or reelection at each annual meeting of shareholders. Each SEU reflects the value of one common share. Directors receive additional SEUs as dividend equivalents on the units in their accounts. SEUs do not carry voting rights and must be held at least until a director ends his or her service on the Board. Each SEU is payable in cash equal to the then-value of one common share at the time of distribution to the director. On May 4, 2021, the date of last year’s annual meeting, each non-management director elected to the Board was credited with SEUs having a value of $200,000, which consisted of 1,339 SEUs, based on the market price of our common shares for the average of the 15 trading days immediately preceding such date. In addition, our Lead Independent Directors during 2021, Ronald A. Williams and John J. Brennan, received a pro-rated annual SEU retainer of $55,231 and $19,769, respectively, which consisted of 351 and 121 SEUs, respectively, based on the market price of our common shares for the average of the last 10 trading days of such calendar quarter. We report in this column the aggregate grant date fair value of these SEUs in accordance with FASB ASC Topic 718, Compensation—Stock Compensation.

 

Deferred Compensation Plan for Directors. Non-management directors may defer the receipt of up to 100% of their annual retainer fees into either: (1) a cash account in which amounts deferred will be credited at the rate of 120% of the applicable federal long-term rate for December of the prior year or (2) their SEU account. Directors will receive cash payments upon payout of their deferrals.

 

 

2022 PROXY STATEMENT		32   •

 

The balances in directors’ SEU accounts as of December 31, 2021, are set forth in the table below. These amounts represent the aggregate number of SEUs granted under the SEU Plan for all years of service as a director and additional units credited because of the reinvestment of dividend equivalents and, for directors who participated in the SEU option under our deferred compensation plan for directors, retainer amounts deferred into their SEU account and dividend equivalents thereon.

 

Name		Number of SEUs
Thomas J. Baltimore			2,027
Charlene Barshefsky			71,249
John J. Brennan			17,464
Peter Chernin			46,494
Ralph de la Vega			17,674
Anne L. Lauvergeon			4,072
Michael O. Leavitt			23,604
Theodore J. Leonsis			35,591
Karen L. Parkhill			3,716
Charles E. Phillips			2,151
Lynn A. Pike			3,716
Daniel L. Vasella			36,641
Lisa W. Wardell			1,948
Ronald A. Williams			76,593
Christopher D. Young			11,697

 

(3)	Insurance. We provide our non-management directors with group term life insurance coverage of $50,000. The group life insurance policy is provided to the directors on a basis generally available to all Company employees. This column includes the premium paid for such coverage.

 

Dividend Equivalents. Dividend equivalents are reinvested in additional units for all directors based upon total SEUs held at the time of Company quarterly dividend payment dates. This column includes the fair market value of the dividend equivalents received by the directors during 2021 in these amounts: Mr. Baltimore $1,561, Amb. Barshefsky $120,614, Mr. Brennan $27,390, Mr. Chernin $78,309, Mr. de la Vega $28,047, Ms. Lauvergeon $17,381, Gov. Leavitt $39,192, Mr. Leonsis $59,676, Ms. Parkhill $5,203, Mr. Phillips $1,751, Ms. Pike $5,203, Dr. Vasella $60,601, Ms. Wardell $1,459, Mr. Williams $129,458, and Mr. Young $17,954.

 

Directors’ Charitable Award Program. We maintain a Directors’ Charitable Award Program for directors elected prior to July 1, 2004. To fund this program, we purchased joint life insurance on the lives of participating directors. The death benefit of $500,000 funds a donation to a charitable organization that the director recommends. The Company paid no premiums for the policies of non-management directors who served for all or part of 2021.

 

Matching Gift Program. Directors are eligible to participate in the Company’s Matching Gift Program on the same basis as Company employees. Under this program, the American Express Foundation matches gifts to approved charitable organizations up to $8,000 per calendar year. This column includes the amounts matched with respect to calendar year 2021.

 

Other Retainers. Ms. Pike is Co-Chair of the Board of Directors of American Express National Bank (AENB), our U.S. bank subsidiary. For her services as Co-Chair and member of both the Audit Committee and Risk and Compliance Committee of AENB, Ms. Pike received an annual cash retainer totaling $130,000, which is included in this column.

 

(4)	Mr. Baltimore was elected to our Board effective January 27, 2021.

 

(5)	Mr. Brennan was elected as Lead Independent Director effective September 26, 2021.

 

(6)	Ms. Lauvergeon retired from our Board effective May 4, 2021.

 

(7)	Ms. Wardell was elected to our Board effective March 8, 2021.

 

(8)	Mr. Williams stepped down as Lead Independent Director effective September 25, 2021.

 

 

2022 PROXY STATEMENT		33   •

 

Director Stock Ownership

Our Corporate Governance Principles provide that non-management directors are required to obtain a personal holding of shares (directly or through SEUs) with a value of $1 million within five years of joining the Board. All non-management directors have achieved or are on track to achieve this requirement during the required time period.

Director and Officer Liability Insurance

We have an insurance program in place to provide coverage for director and officer liability. The coverage provides that, subject to the policy terms and conditions, the insurers will: (i) reimburse us when we are legally permitted to indemnify our directors and officers; (ii) pay losses, including settlements, judgments and legal fees, on behalf of our directors and officers when we cannot indemnify them; and (iii) pay our losses resulting from certain securities claims. A portion of the insurance program is blended with certain other insurances covering the Company. The insurance program is effective from November 30, 2021 to November 30, 2022 and is provided by a consortium of insurers. ACE American Insurance Company and XL Specialty Insurance Company are the lead insurers with various other insurers providing excess coverage. We expect to obtain similar coverage upon expiration of the current insurance program. The annual premium for the insurance program is approximately $5.7  million.

Certain Relationships and Transactions

In the ordinary course of our business, we engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations. Some of our directors, director nominees, executive officers, greater than 5% shareholders, and their immediate family members (each, a Related Person) may be directors, officers, partners, employees or shareholders of these entities. We carry out transactions with these entities on customary terms and, in many instances, these Related Persons may not have knowledge of them. To the Company’s knowledge, since January 1, 2021, no Related Person has had a material interest in any of our ongoing business transactions or relationships except as described in this section.

Our Related Person Transaction Policy

Our written Related Person Transaction Policy governs company transactions, arrangements and relationships involving more than $120,000 in which a Related Person has a direct or indirect material interest (Related Person Transactions). Under the policy, the Nominating, Governance and Public Responsibility Committee must provide prior review and oversight of, and approval or disapproval of, Related Person Transactions, other than certain pre-approved transactions (described below). The committee will only approve a transaction if, after reviewing the relevant facts and circumstances, it determines that the transaction is consistent with the best interests of the Company. In the event we become aware of a Related Person Transaction that was not approved under the policy, the committee will consider the options available, including ratification, revision or termination of the transaction. The policy does not supersede any other company policy or procedure that may apply to any Related Person Transaction, including our Corporate Governance Principles and codes of conduct.

The Company’s Corporate Secretary is responsible for assisting the Nominating, Governance and Public Responsibility Committee in carrying out its responsibilities, and management is required to present to the committee the material facts of any transaction that it believes may require review. In cases when it is impracticable or undesirable to delay a decision on a proposed transaction until the next meeting of the Nominating, Governance and Public Responsibility Committee, the Chair may review and approve the transaction and then report any approval to the full committee at its next regularly scheduled meeting. If a matter before the Nominating, Governance and Public Responsibility Committee involves a member of the committee, the member must recuse themselves and may not participate in deliberations or vote on the matter.

Pre-Approved Categories of Related Person Transactions

The Nominating, Governance and Public Responsibility Committee has pre-approved certain categories of transactions as being consistent with the best interests of the Company. These categories, which may exceed the proscribed threshold for Related Person Transactions, include but are not limited to, director and executive officer compensation, use of Company products and services, transactions involving indebtedness to the Company, certain banking-related transactions, certain ordinary course transactions, charitable contributions and indemnification payments.

Related Person Transactions

Our executive officers and directors may from time to time take out loans from certain of our subsidiaries on the same terms that these subsidiaries offer to the general public. For example, our U.S. card-issuing bank may extend credit to our directors and executive officers under our charge or lending products. All indebtedness from these transactions is in the ordinary course of our business and is on the same terms, including interest rates and collateral, in effect for comparable transactions with other people. Such indebtedness involves normal risks of collection and does not have features or terms that are unfavorable to our subsidiaries. Our executive officers and directors may also enter into transactions with us involving other goods and services, such as travel services and investments in deposit products offered by subsidiaries of the Company. These transactions are also in the ordinary course of our business, and we provide them on terms that we offer to our customers generally. Occasionally, we may have employees who are related to our executive officers, directors or director nominees. We compensate these individuals in a manner consistent with our practices that apply to all employees. The sister-in-law of Mr. Squeri, our Chairman and CEO, is employed by the Company in a non-executive position and received compensation in 2021 of between $315,000 and $355,000. The compensation and other terms of employment of Mr. Squeri’s sister-in-law are determined on a basis consistent with the Company’s human resources policies.

Certain executive officers, directors and members of their immediate families are directors, employees or have equity interests in companies with whom the Company has entered into ordinary course business relationships from time to time and with whom the Company may enter into additional ordinary course business relationships. These may include ordinary course merchant acceptance relationships pursuant to which these companies accept our charge and credit card products and pay us fees when their customers use these cards, as well as use of the Company’s cards and financial and other products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally. From time to time, we may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage customers to apply for and use our cards. We may engage in other commercial transactions with these companies and pay or receive fees in those transactions. We have a number of similar ordinary course relationships with Berkshire Hathaway Inc. and its subsidiaries. We have also purchased insurance and other products from subsidiaries of Berkshire Hathaway Inc. in the ordinary course of business and on arm’s-length terms. For information regarding a letter agreement between us and Berkshire Hathaway Inc. related to Berkshire’s investment in the Company, please see Stock Ownership Information on pages 82-83. Additionally, the Company may from time to time make charitable contributions to nonprofit organizations where our directors or executive officers are directors or trustees.

 

 

2022 PROXY STATEMENT		34   •

 

Our Commitment to Environmental, Social and Governance (ESG)

At American Express, we believe effective ESG management can help chart a path to a sustainable, inclusive, and successful future. For years, we have mobilized our business to address pressing global challenges and back our colleagues, customers, communities, and partners.

In 2020 and 2021, we built on these strong foundations by rolling out a new global ESG strategy that sets ambitious goals in three critical areas for our Company, stakeholders, and society: Promote Diversity, Equity, and Inclusion (DE&I); Build Financial Confidence; and Advance Climate Solutions. This new global ESG strategy represents an evolution of our longstanding commitment to Corporate Social Responsibility (CSR) and is based on an assessment of the priority ESG issues that matter most to our business and stakeholders.

ESG Strategy Framework

 

MISSION: BACK PEOPLE AND BUSINESSES TO THRIVE AND CREATE EQUITABLE, RESILIENT, AND SUSTAINABLE COMMUNITIES GLOBALLY

 

STAKEHOLDERS INCLUDING SHAREHOLDERS, COLLEAGUES, CUSTOMERS, AND COMMUNITIES

 

SOUND GOVERNANCE INCLUDING BUSINESS ETHICS, TRANSPARENCY, AND ACCOUNTABILITY

 

				Key Pillars

 

 

 

				Nominating, Governance, and Public Responsibility Committee

 

EXECUTIVE COMMITTEE

 

ESG STEERING COMMITTEE

 

ESG WORKING GROUPS

 

 

2022 PROXY STATEMENT		35   •

 

New ESG Goals

Our ESG strategy roadmap lays out the new goals we developed in 2020 and 2021 to support our ESG pillars. Our new goals build on our previously announced targets, including our $1 billion DE&I Action Plan, longstanding support of small businesses, and pledge to maintain carbon neutral operations.

Promote Diversity, Equity, and Inclusion

 

New Goals		◾  Maintain 100% pay equity across genders globally and across races and ethnicities in the US   ◾  Double annual spend with diverse and minority- owned suppliers in the US from a 2019 baseline to $750 million by the end of 2024, including increasing spend with Black-owned suppliers to at least $100 million annually   ◾   Provide access to capital and financial education to at least 250,000 Black- and minority-owned small- and medium-sized businesses in the US from late 2020 through 2024		◾  Develop more inclusive marketing initiatives, as well as design and build product experiences and programs that better meet the needs of underrepresented consumer and business customers   ◾   Provide $50 million in grants from late 2020 through 2024 to nonprofits led by people of color or members of underrepresented groups, including organizations focused on addressing inequality and promoting social justice   ◾   Increase the representation of American Express Leadership Academy participants in the US who are people of color or from underrepresented groups from 50% in 2019 to 75% by the end of 2024

Build Financial Confidence

 

New Goals		◾  Provide access to credit to at least 4 million individuals from underserved or underrepresented populations from 2021 through 2025   ◾  Provide at least 5 million individuals with tools, resources, and educational content to improve financial well-being from 2021 through 2025		◾  Support small businesses, including by reaching $100 billion in spending by consumers at small, independently owned retailers or restaurants on Small Business Saturday and during other Shop Small campaigns from 2021 through 20251   ◾   Invest $500 million to build more resilient and equitable communities from 2021 through 2025

Advance Climate Solutions

 

New Goals		◾  Commit to net-zero emissions by 2035 in alignment with the Science Based Targets initiative (SBTi)   ◾  Enhance the management of climate-related risks and opportunities across our business   ◾  Pilot low-carbon product innovations, including carbon tracking and offset solutions, by the end of 2022		◾  Provide at least $10 million to support initiatives, partnerships, and programs that address the adverse effects of climate change and pollution on communities from 2021 through 2025   ◾   Engage our colleagues in sustainability initiatives through the Green2Gether program   Learn more about our 2025 operational environmental goals on page 58 of our 2020-2021 ESG Report

 

1	Based on spend as reported by consumers in surveys commissioned by American Express (not actual receipts or sales).

 

 

2022 PROXY STATEMENT		36   •

 

2021 ESG Highlights

 

Promote Diversity, Equity, and Inclusion		◾  Spent more than $800 million on DE&I initiatives since announcing our $1 billion DE&I Action Plan in October 2020 through December 2021   ◾  Published our inaugural Diversity, Equity, and Inclusion Report documenting our progress on our DE&I commitments and initiatives   ◾  Maintained 100% pay equity for colleagues across genders globally and across races and ethnicities in the United States   ◾  Provided more than $10 million in grants to nonprofits led by people of color or members of underrepresented groups, including organizations focused on addressing inequality and promoting social justice, bringing the total to more than $14 million since announcing our commitment of $50 million by 2024 in October 2020   ◾  Enhanced our ESG disclosures, including publishing our US EEO-1 data, workforce diversity data on the company’s hiring, promotions, and colleague retention efforts, and the “raw median pay gap” for women globally and for racially or ethnically diverse colleagues in the U.S.   ◾  Partnered with the U.S. Black Chambers, Inc. to launch “ByBlack,” a first-of-its-kind, national certification exclusively for Black-owned businesses to verify that they are majority-owned by Black and African American individuals

 

Build Financial Confidence		◾  Supported small businesses, including an all-time high estimated $23.3 billion in reported spending by US consumers at independent retailers and restaurants on Small Business Saturday in 20211   ◾  Maintained the lowest US fraud rates among major credit card networks   ◾  Created the “Backing Small” initiative, which includes $13.75 million in funds committed through 2024 to support small businesses including through the Coalition to Back Black Businesses, Backing Historic Small Restaurants and Inclusive Backing programs   ◾  Provided more than $11 million in philanthropic support for COVID-19 relief efforts since the start of the pandemic   ◾  Underwrote $265 million in community development loans and investments through The American Express Center for Community Development to support small business needs, job creation and retention, and affordable housing, including the development of 1,947 units for families in need   ◾  Expanded our Credit Passport® program, in partnership with Nova Credit, to four new countries, helping to extend credit access to newcomers to the U.S.

 

Advance Climate Solutions		◾  Committed to net-zero emissions by 2035 in alignment with the Science Based Targets initiative (SBTi) and joined the “Business Ambition for 1.5°C”   ◾  Maintained carbon neutral operations powered by 100% renewable electricity since 20182   ◾  Became a Task Force on Climate-Related Financial Disclosures (TCFD) supporter and conducted a qualitative climate risk scenario analysis to assess physical and transition risks to our business in alignment with the TCFD recommendations   ◾  Attended the UN Climate Change Conference (COP26), where we announced joining the World Economic Forum’s Clean Skies for Tomorrow Coalition (which is focused on the transition to sustainable aviation fuels) as well as the Forum’s Global Future Council on Sustainable Tourism   ◾  Created a new goal to provide at least $10 million in philanthropic support for initiatives, partnerships, and programs that address the adverse effects of climate change and pollution on communities by the end of 2025   ◾  Following extreme weather events, provided more than $650,000 to support disaster response efforts related to Hurricane Ida, wildfires in California, flooding in the EU, tornadoes in the South and Midwest, and winter storms in Texas

 

1

The American Express 2021 Small Business Saturday Consumer Insights Survey was conducted by Teneo on behalf of American Express and the National Federation of Independent Business (NFIB). The study is a nationally representative sample of 2,426 U.S. adults 18 years of age or older. The sample was collected using an email invitation and an online survey. The study gathered self-reported data and does not reflect actual receipts or sales. It was conducted anonymously on November 28, 2021. The survey has an overall margin of error of +/- 2.0%, at the 95% level of confidence. Projections are based on the current U.S. Census estimates of the U.S. adult population, age 18 years and over.

 

2

Achieved carbon neutral operations for Scope 1 (direct emissions from sources owned or controlled by American Express), Scope 2 (indirect location-based and market-based emissions), and Scope 3 (waste and employee business travel, including third-party air, rail, and rental cars) emissions through renewable energy credits, carbon offsets, and reduced GHG emissions. Operations include all our managed facilities, field sites, and data centers. Managed facilities are individual properties operationally managed by our global real estate team and housing critical business functions. Field sites are individual properties that are not operationally managed by our global real estate team but directly by our business units. They are typically smaller sites, less than 30,000 square feet (including airport lounges, foreign exchange kiosks, and sales offices) that are owned or leased by American Express.