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DEF 14A Filing Data
U.S. Bancorp (USB) DEF 14A7 Mar 23Definitive proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | US BANCORP \DE\ |
Entity Central Index Key | 0000036104 |
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay versus performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance, refer to the Compensation Discussion and Analysis, beginning on page 44. The following table provides information showing the relationship during 2022, 2021 and 2020 between (1) executive compensation “actually paid” (as defined by SEC rule and further described below) to (a) each person serving as our principal executive officer or PEO (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as other NEOs), on an average basis, and (2) the company’s financial performance. The company’s selected performance measure included in the chart below is Return on Equity (ROE), as adjusted, as described in the Compensation Discussion and Analysis section above. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section. Year Summary 1 Compensation 1 Average 2 Average 2 Value of initial fixed Net income 4 Company Company Peer 3 2022 5 $ 16,157,514 $ 14,217,402 $ 5,859,631 $ 5,004,351 $ 83 $ 98 $ 5,825 15.9 % 2021 5 $ 19,166,276 $ 21,662,399 $ 5,810,359 $ 7,353,727 $ 102 $ 124 $ 7,963 13.3 % 2020 5 $ 16,752,753 $ 8,176,718 $ 4,747,969 $ 2,926,730 $ 82 $ 90 $ 4,959 13.0 % 1. Andrew Cecere served as our CEO for the entirety of 2022, 2021 and 2020. 2. The NEOs included in this calculation for each year are: 2022 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Timothy A. Welsh 2021 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Shailesh M. Kotwal 2020 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Timothy A. Welsh 3. The peer group TSR is based on the KBW Nasdaq Bank Index. 4. The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate Compensation Actually Paid. Because the PRSUs are earned based on specified performance-criteria, in computing these amounts with respect to PRSUs, (i) total fair value (FV) as of year-end is based on the updated expected payout of the PRSUs using data through year-end, and (ii) total FV as of the vesting date is based on the number of shares actually earned based on performance. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differs materially from those disclosed as of the grant date of such equity awards. 2022 2021 2020 PEO Other PEO Other PEO Other Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) $ 16,157,514 $ 5,859,631 $ 19,166,276 $ 5,810,359 $ 16,752,753 $ 4,747,969 DEDUCT: $ 10,000,000 $ 3,487,500 $ 9,800,000 $ 3,150,000 $ 8,600,000 $ 2,737,500 ADD: $ 8,583,138 $ 2,993,367 $ 11,133,144 $ 3,578,514 $ 7,657,828 $ 2,437,572 ADD: $ (1,957,237 ) $ (626,683 ) $ 3,450,408 $ 1,092,513 $ (3,074,011 ) $ (967,375 ) ADD: $ 445,328 $ 140,413 $ 275,909 $ 91,432 $ (569,734 ) $ (155,935 ) DEDUCT: $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 DEDUCT: $ 0 $ 27,053 $ 3,583,061 $ 200,994 $ 4,945,337 $ 500,694 ADD: $ 988,659 $ 152,176 $ 1,019,723 $ 131,903 $ 955,219 $ 102,693 Compensation Actually Paid $ 14,217,402 $ 5,004,351 $ 21,662,399 $ 7,353,727 $ 8,176,718 $ 2,926,730 | ||
Named Executive Officers, Footnote [Text Block] | 1. Andrew Cecere served as our CEO for the entirety of 2022, 2021 and 2020. 2. The NEOs included in this calculation for each year are: 2022 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Timothy A. Welsh 2021 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Shailesh M. Kotwal | ||
Peer Group Issuers, Footnote [Text Block] | 3. The peer group TSR is based on the KBW Nasdaq Bank Index. | ||
PEO Total Compensation Amount | $ 16,157,514 | $ 19,166,276 | $ 16,752,753 |
PEO Actually Paid Compensation Amount | $ 14,217,402 | 21,662,399 | 8,176,718 |
Adjustment To PEO Compensation, Footnote [Text Block] | 4. The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate Compensation Actually Paid. Because the PRSUs are earned based on specified performance-criteria, in computing these amounts with respect to PRSUs, (i) total fair value (FV) as of year-end is based on the updated expected payout of the PRSUs using data through year-end, and (ii) total FV as of the vesting date is based on the number of shares actually earned based on performance. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differs materially from those disclosed as of the grant date of such equity awards. 2022 2021 2020 PEO Other PEO Other PEO Other Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) $ 16,157,514 $ 5,859,631 $ 19,166,276 $ 5,810,359 $ 16,752,753 $ 4,747,969 DEDUCT: $ 10,000,000 $ 3,487,500 $ 9,800,000 $ 3,150,000 $ 8,600,000 $ 2,737,500 ADD: $ 8,583,138 $ 2,993,367 $ 11,133,144 $ 3,578,514 $ 7,657,828 $ 2,437,572 ADD: $ (1,957,237 ) $ (626,683 ) $ 3,450,408 $ 1,092,513 $ (3,074,011 ) $ (967,375 ) ADD: $ 445,328 $ 140,413 $ 275,909 $ 91,432 $ (569,734 ) $ (155,935 ) DEDUCT: $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 DEDUCT: $ 0 $ 27,053 $ 3,583,061 $ 200,994 $ 4,945,337 $ 500,694 ADD: $ 988,659 $ 152,176 $ 1,019,723 $ 131,903 $ 955,219 $ 102,693 Compensation Actually Paid $ 14,217,402 $ 5,004,351 $ 21,662,399 $ 7,353,727 $ 8,176,718 $ 2,926,730 | ||
Non-PEO NEO Average Total Compensation Amount | $ 5,859,631 | 5,810,359 | 4,747,969 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 5,004,351 | 7,353,727 | 2,926,730 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 4. The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate Compensation Actually Paid. Because the PRSUs are earned based on specified performance-criteria, in computing these amounts with respect to PRSUs, (i) total fair value (FV) as of year-end is based on the updated expected payout of the PRSUs using data through year-end, and (ii) total FV as of the vesting date is based on the number of shares actually earned based on performance. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differs materially from those disclosed as of the grant date of such equity awards. 2022 2021 2020 PEO Other PEO Other PEO Other Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) $ 16,157,514 $ 5,859,631 $ 19,166,276 $ 5,810,359 $ 16,752,753 $ 4,747,969 DEDUCT: $ 10,000,000 $ 3,487,500 $ 9,800,000 $ 3,150,000 $ 8,600,000 $ 2,737,500 ADD: $ 8,583,138 $ 2,993,367 $ 11,133,144 $ 3,578,514 $ 7,657,828 $ 2,437,572 ADD: $ (1,957,237 ) $ (626,683 ) $ 3,450,408 $ 1,092,513 $ (3,074,011 ) $ (967,375 ) ADD: $ 445,328 $ 140,413 $ 275,909 $ 91,432 $ (569,734 ) $ (155,935 ) DEDUCT: $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 DEDUCT: $ 0 $ 27,053 $ 3,583,061 $ 200,994 $ 4,945,337 $ 500,694 ADD: $ 988,659 $ 152,176 $ 1,019,723 $ 131,903 $ 955,219 $ 102,693 Compensation Actually Paid $ 14,217,402 $ 5,004,351 $ 21,662,399 $ 7,353,727 $ 8,176,718 $ 2,926,730 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | TSR: | ||
Compensation Actually Paid vs. Net Income [Text Block] | Net Income: | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Adjusted ROE: | ||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | Financial Performance Measures As discussed in the Compensation Discussion and Analysis, our executive compensation program and compensation decisions reflect the guiding principles of aligning long-term performance with shareholder interests. The metrics used within our incentive plans are selected to support these objectives. The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs for the most recently completed fiscal year to the company’s performance are as follows: ▶ Total Shareholder Return (TSR) ▶ Adjusted Return on Equity (ROE) ▶ Adjusted EPS ▶ Corporate Pretax Income ▶ Business Line Pretax Income | ||
Total Shareholder Return Amount | $ 83 | 102 | 82 |
Peer Group Total Shareholder Return Amount | 98 | 124 | 90 |
Net Income (Loss) | $ 5,825,000,000 | $ 7,963,000,000 | $ 4,959,000,000 |
Company Selected Measure Amount | 15.9 | 13.3 | 13 |
PEO Name | Andrew Cecere | Andrew Cecere | Andrew Cecere |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return (TSR) | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Return on Equity (ROE) | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EPS | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Corporate Pretax Income | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Business Line Pretax Income | ||
PEO [Member] | Adj Type 1 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 10,000,000 | $ 9,800,000 | $ 8,600,000 |
PEO [Member] | Adj Type 2 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 8,583,138 | 11,133,144 | 7,657,828 |
PEO [Member] | Adj Type 3 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,957,237) | 3,450,408 | (3,074,011) |
PEO [Member] | Adj Type 4 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 445,328 | 275,909 | (569,734) |
PEO [Member] | Adj Type 5 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Adj Type 6 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 3,583,061 | 4,945,337 |
PEO [Member] | Adj Type 7 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 988,659 | 1,019,723 | 955,219 |
Non-PEO NEO [Member] | Adj Type 1 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,487,500 | 3,150,000 | 2,737,500 |
Non-PEO NEO [Member] | Adj Type 2 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,993,367 | 3,578,514 | 2,437,572 |
Non-PEO NEO [Member] | Adj Type 3 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (626,683) | 1,092,513 | (967,375) |
Non-PEO NEO [Member] | Adj Type 4 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 140,413 | 91,432 | (155,935) |
Non-PEO NEO [Member] | Adj Type 5 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Adj Type 6 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 27,053 | 200,994 | 500,694 |
Non-PEO NEO [Member] | Adj Type 7 [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 152,176 | $ 131,903 | $ 102,693 |