8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Jan 16, 2019)

Filed January 16, 2019For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on January 16, 2019, disclosing the adoption of its Annual Executive Incentive Plan and the approval of 2019 awards for its named executive officers. This plan allows for variable compensation to be awarded based on the achievement of specific performance objectives, aligning executive pay with company performance. The filing provides details on the target incentive percentages for key executives, including the CEO, and outlines the performance metrics that will determine the actual payouts for the 2019 fiscal year. Investors should note that the compensation structure emphasizes key financial metrics such as earnings per share and business line pre-tax income, with individual performance and risk sensitivity also factoring into final awards. This move signals the company's commitment to performance-based compensation and transparency regarding executive remuneration tied to corporate financial success.

Key Highlights

  • 1U.S. Bancorp adopted the Annual Executive Incentive Plan to provide variable compensation to officers based on performance.
  • 2The plan is designed to incentivize officers by tying a portion of their compensation to the achievement of specific corporate and business line performance objectives.
  • 3Named executive officers have been approved for 2019 awards with target cash payment opportunities.
  • 4Andrew Cecere (CEO) has a target award of 265% of salary, while other named officers (Dolan, von Gillern, Kedia) have targets of 150% of salary.
  • 5Performance metrics for 2019 awards include corporate earnings per share (50% weighting) and business line pre-tax income (35%-50% weighting depending on the officer).
  • 6Expense performance is a performance metric for Jeffry H. von Gillern (15% weighting).
  • 7Actual payouts are subject to adjustments for individual performance and sensitivity to risk.

Frequently Asked Questions

The primary purpose of the plan is to provide variable compensation to U.S. Bancorp officers, specifically those subject to Section 16 reporting requirements, based on the achievement of predefined performance objectives. This aligns executive compensation with the company's financial and operational success.

The 2019 executive bonuses will be determined primarily by a corporate earnings per share target (weighted at 50%) and business line pre-tax income targets (weighted between 35% and 50%, depending on the executive). For Jeffry H. von Gillern, expense performance also contributes 15% to his award determination.

No, the stated percentages (e.g., 265% of salary for Mr. Cecere) represent the *target* values for cash payments. The actual amounts earned will depend on the company's performance against the established corporate earnings per share and business line pre-tax income targets, as well as individual performance and sensitivity to risk.

Exhibit 10.1 contains the full text of the U.S. Bancorp Annual Executive Incentive Plan. It is incorporated by reference into the 8-K filing, meaning investors can refer to this exhibit for the complete details, rules, and provisions governing the executive incentive plan.