Charles E. Phillips
AMERICAN EXPRESSAbout Charles E. Phillips
Charles E. Phillips (age 65) is an independent director of American Express (AXP) serving since 2020. He is Managing Partner and co‑founder of Recognize, a technology private equity firm, and previously served as Chairman & CEO of Infor, President of Oracle, and a Managing Director at Morgan Stanley; he is a former director of the Federal Reserve Bank of New York. Phillips holds a B.S. from the U.S. Air Force Academy, an MBA from Hampton University, and a J.D. from NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infor, Inc. | Chairman & CEO | 2010–2020 | Led enterprise software provider through growth and portfolio expansion |
| Oracle Corporation | President | Prior to 2010 | Senior leadership at global database/application software company |
| Morgan Stanley | Managing Director | Prior to Oracle | Technology and finance expertise; capital markets experience |
| Federal Reserve Bank of New York | Director (former) | Not disclosed | Regulatory and financial oversight exposure |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Recognize (PE firm) | Managing Partner & co‑founder | Current | Investment leadership in technology |
| Apollo Theater | Chairman, Board of Directors | Current | Governance leadership in nonprofit institution |
| Council on Foreign Relations | Director | Current | Policy and international affairs forum |
| Compass, Inc. | Lead Independent Director | Current | Chair of Nominating & Corporate Governance; Member Audit |
| Paramount Global | Director | Prior | Corporate governance experience |
| Oscar Health | Director | Prior | Health-tech governance exposure |
Board Governance
- Committee assignments and chair roles
- Current: Audit & Compliance Committee (member) and Risk Committee (member) per the 2025 director nominee matrix .
- 2024 service: Member, Compensation & Benefits Committee (joined March 6, 2024); Risk Committee member .
- Independence: Board determined all nominees except the Chairman & CEO are independent (Phillips is independent) .
- Attendance and engagement: In 2024 the Board met 7 times and committees met 24 times; all directors attended ≥75% of Board and applicable committee meetings; independent directors held executive sessions at each regularly scheduled Board meeting .
- Committee cadence (for context): Audit & Compliance—8 meetings; Compensation & Benefits—5; Nominating, Governance & Public Responsibility—5; Risk—6 .
- Risk oversight: Risk Committee oversees ERM, capital/liquidity planning, and receives cybersecurity reports at least twice annually, including joint sessions with Audit .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $142,321 | Board retainer $110,000; committee membership retainers ($20,000 Audit/Risk; $15,000 Compensation/NGPR); chair retainers where applicable; retainers reduced by $20,000 if attendance <75% |
| Program Terms (2024) | Policy detail | Board cash retainer $110,000; committee member fees: $20,000 (Audit & Risk), $15,000 (Compensation & NGPR); committee chair fees $20,000 (Audit & Risk), $15,000 (Compensation & NGPR); no per‑meeting fees |
Performance Compensation
| Equity Component | 2024 Grant Value | Units/Terms | Vesting/Other |
|---|---|---|---|
| Share Equivalent Units (SEUs) | $220,000 | 955 SEUs credited May 6, 2024 (15‑day average price basis) | SEUs held until end of Board service; cash‑settled at then‑value; dividend equivalents reinvested into SEUs |
| Lead Independent Director SEUs (program term) | $75,000 | Additional SEUs quarterly for LID (not applicable to Phillips) | Continues in 2025 per program |
| 2025 Program Change | $240,000 | Annual SEU value increased for non‑management directors effective Jan 1, 2025 | Aligns with competitive benchmarking |
Note: AXP’s director equity uses SEUs (time‑based, cash‑settled) and is not tied to performance metrics; dividend equivalents accrue as additional SEUs .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee Interlocks | None—no current or prior officer/employee service by committee members; no relationships requiring disclosure; Phillips joined the committee March 6, 2024 |
| Outside Board Commitment Policy | Directors generally capped at four public boards (three if an active public company CEO); NGPR evaluates capacity and performance annually |
Expertise & Qualifications
- Skills matrix for Phillips includes: Audit Oversight; Core Business Operations & Management; Financial Services & Investment Experience; Global Business; Government/Legal/Regulatory; Public Company Governance; Risk Management & Oversight; Technology & Cybersecurity .
Equity Ownership
| Holder | Beneficial Common Shares | Right to Acquire (≤60 days) | Percent of Class | SEUs Held |
|---|---|---|---|---|
| Charles E. Phillips | — | — | <1% | 8,080 |
- Ownership alignment: Directors must hold $1 million in shares or SEUs within five years; all non‑management directors have achieved or are on track .
- Hedging/pledging: Company prohibits hedging and pledging by directors and senior management; pre‑clearance required for all director transactions in Company securities .
Governance Assessment
- Board effectiveness: Phillips’ dual committee roles in Audit & Compliance and Risk position him at the core of financial reporting integrity and enterprise risk oversight, consistent with his technology and financial services background .
- Independence & attendance: Independent status confirmed; Board‑wide attendance met policy thresholds; frequent executive sessions of independent directors support robust oversight .
- Compensation and alignment: 2024 director pay for Phillips totaled $381,916 (cash $142,321; SEUs $220,000; other $19,595); SEUs require continued service and track share value, supporting alignment without performance metric gaming .
- Other roles/interlocks: Current roles at Compass (Lead Independent Director; committee chair), Apollo Theater, and CFR expand governance perspective; compensation committee interlocks disclosure indicates no conflicts .
- Related‑party transactions/conflicts: The Company reports no Related Person transactions with material interest involving directors since Jan 1, 2024 beyond ordinary‑course customer relationships; NGPR committee administers the Related Person Transaction Policy with pre‑approved categories and independent review .
Red Flags
- Shares pledged/hedged: None—explicitly prohibited by policy .
- Committee interlocks/insider participation: None disclosed for Compensation & Benefits Committee members (including Phillips) .
- Attendance: No issues—Board reports ≥75% attendance for all directors in 2024 .
- Related‑party exposure: No material related‑party transactions reported involving directors; ordinary‑course customer relationships on market terms .
Appendices
Director Compensation (Phillips) – 2024
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $142,321 |
| Stock Awards (SEUs) | $220,000 |
| All Other Compensation | $19,595 |
| Total | $381,916 |
Committee Cadence – 2024
| Committee | Meetings |
|---|---|
| Audit & Compliance | 8 |
| Compensation & Benefits | 5 |
| Nominating, Governance & Public Responsibility | 5 |
| Risk | 6 |