8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Jan 20, 2015)

Filed January 20, 2015For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This Form 8-K filing from U.S. Bancorp reports significant executive leadership changes, specifically the promotions of Andrew Cecere and Kathleen Ashcraft Rogers. Mr. Cecere, formerly CFO, has been elevated to Vice Chairman and Chief Operating Officer, while Ms. Rogers, previously in Business Line Planning and Reporting, is now Vice Chairman and Chief Financial Officer. These appointments are effective immediately as of January 20, 2015. Accompanying these promotions are adjustments to their compensation packages, including base salary increases, target annual cash incentives, and substantial long-term equity awards. Investors should note the specific details of these awards, particularly the performance-based restricted stock units and nonqualified stock options, as these represent significant financial incentives tied to company performance. The filing also confirms that these executives have engaged in ordinary banking transactions with the company's subsidiaries on standard terms.

Key Highlights

  • 1Andrew Cecere promoted to Vice Chairman and Chief Operating Officer.
  • 2Kathleen Ashcraft Rogers promoted to Vice Chairman and Chief Financial Officer.
  • 3Promotions effective immediately as of January 20, 2015.
  • 4Andrew Cecere's base salary increased to $750,000, with a 150% target annual incentive and $5,000,000 in long-term equity awards.
  • 5Kathleen Ashcraft Rogers' base salary increased to $475,000, with a 125% target annual incentive and $1,000,000 in long-term equity awards.
  • 6Long-term equity awards granted on February 19, 2015, will be 75% performance-based RSUs and 25% nonqualified stock options.
  • 7The filing notes that executive officers have engaged in standard banking transactions with U.S. Bancorp subsidiaries on normal terms.

Frequently Asked Questions

The filing announces the promotions of Andrew Cecere to Vice Chairman and Chief Operating Officer, and Kathleen Ashcraft Rogers to Vice Chairman and Chief Financial Officer, both effective immediately as of January 20, 2015.

Both executives will receive increases in base salaries, with Mr. Cecere's rising to $750,000 and Ms. Rogers' to $475,000. They will also be eligible for annual cash incentive awards (150% target for Cecere, 125% for Rogers) and significant long-term equity awards valued at $5,000,000 for Cecere and $1,000,000 for Rogers, to be granted on February 19, 2015.

The long-term equity awards, to be granted on February 19, 2015, will consist of 75% performance-based restricted stock units (RSUs) and 25% nonqualified stock options.

The filing states that Mr. Cecere and Ms. Rogers, along with certain family members, have engaged in ordinary banking transactions with U.S. Bancorp's subsidiaries. These transactions were conducted in the normal course of business, on terms substantially the same as those offered to third parties, and did not involve more than normal risk of collectibility or present other unfavorable features.