8-K/ALeadership Changes

US BANCORP \DE\ 8-K/A Report, Executive Changes (Jun 24, 2016)

Filed June 24, 2016For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This amended 8-K filing from U.S. Bancorp provides updated compensation details for Terrance R. Dolan, who is transitioning to the role of Vice Chairman and Chief Financial Officer (CFO) effective August 1, 2016. The Compensation and Human Resources Committee of the Board of Directors approved these arrangements on June 20, 2016. Key changes include an increase in Mr. Dolan's base salary to $575,000 annually, eligibility for an annual cash incentive targeted at 125% of his base salary, and a one-time long-term equity award valued at $100,000. This equity award will be composed of 75% performance-based restricted stock units and 25% nonqualified stock options. Mr. Dolan will also continue to be eligible for regular annual long-term equity awards.

Key Highlights

  • 1Terrance R. Dolan appointed Vice Chairman and CFO, effective August 1, 2016.
  • 2Base salary increase for Mr. Dolan to $575,000 annually.
  • 3Mr. Dolan eligible for an annual cash incentive target of 125% of his base salary.
  • 4One-time long-term equity award of $100,000 granted to Mr. Dolan.
  • 5Equity award to be 75% performance-based RSUs and 25% nonqualified stock options.
  • 6Mr. Dolan will continue to receive annual long-term equity awards.
  • 7Compensation details approved by the Compensation and Human Resources Committee on June 20, 2016.

Frequently Asked Questions

The primary purpose of this amended 8-K filing is to provide updated details regarding the compensation arrangements for Terrance R. Dolan, who is moving into the role of Vice Chairman and Chief Financial Officer.

Mr. Dolan's new compensation includes an increased base salary of $575,000, eligibility for an annual cash incentive with a target of 125% of his base salary, and a one-time equity award valued at $100,000 (75% performance RSUs, 25% stock options).

The compensation changes are tied to Mr. Dolan's new role as Vice Chairman and Chief Financial Officer, which is effective August 1, 2016.

Yes, in addition to the one-time award, Mr. Dolan will continue to be eligible for annual long-term equity awards.