8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Jan 28, 2025)

Filed January 28, 2025For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) has announced a significant leadership transition, appointing Gunjan Kedia as the new President and Chief Executive Officer, effective April 15, 2025. Ms. Kedia, who has held various senior leadership roles within the company since 2016, including her most recent position as President, will also join the Board of Directors. This appointment signals a continuation of leadership from within the organization, leveraging her extensive experience within U.S. Bancorp. Following this transition, Andrew Cecere, the current Chairman and CEO, will move to the role of Executive Chairman, remaining on the Board. While details on the base salary and annual cash incentives for Ms. Kedia are yet to be finalized, her compensation package will include a substantial long-term incentive award valued at $10 million, comprising performance-based and restricted stock units. The performance metrics for these awards are tied to the company's achievement of Return on Tangible Common Equity (ROTCE) targets and Total Shareholder Return (TSR) relative to peers over a three-year period, aligning executive interests with long-term shareholder value.

Key Highlights

  • 1Gunjan Kedia appointed as the new President and CEO of U.S. Bancorp and U.S. Bank, effective April 15, 2025.
  • 2Ms. Kedia will also join the Board of Directors and its Executive Committee.
  • 3Current CEO Andrew Cecere will transition to Executive Chairman, continuing on the Board.
  • 4Ms. Kedia to receive a $10 million long-term incentive award with performance-based and restricted stock units.
  • 5Performance metrics for long-term incentives include ROTCE targets and TSR relative to peers.
  • 6The company disclosed ordinary course of business transactions with Ms. Kedia and her family members.
  • 7This filing includes a press release announcing the CEO succession and Board election.

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