Christopher D. Young
AMERICAN EXPRESSAbout Christopher D. Young
Independent director (age 53), serving on the American Express board since 2018, with deep cybersecurity and national security expertise. Young was EVP, Business Development, Strategy & Ventures at Microsoft (2020–2025), CEO of McAfee (2017–2020), and held senior roles at Intel Security, Cisco, RSA (Dell EMC), AOL, VMware; he co-founded Cyveillance. He holds a BA from Princeton University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corp. | EVP – Business Development, Strategy & Ventures | 2020–2025 | Led corporate development/ventures; technology ecosystem exposure |
| McAfee, LLC | Chief Executive Officer | 2017–2020 | Led one of the leading independent cybersecurity firms |
| Intel Security Group | SVP & General Manager | Not disclosed | Led spin-out initiative forming McAfee |
| Cisco; RSA (Dell EMC); AOL | Cybersecurity leadership roles | Not disclosed | Enterprise security operations and product leadership |
| VMware | Led end-user computing | Not disclosed | Product/segment leadership in EUC |
| Cyveillance | Co-founder | Not disclosed | Cyber threat intelligence startup experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CISA Cybersecurity Advisory Committee | Member | Former | U.S. DHS advisory body for cyber resilience |
| President’s NSTAC | Member | Former | National security telecom advisory committee |
| Cyber Threat Alliance | Director | Former | Non-profit cyber threat sharing consortium |
| Princeton University | Board of Trustees | Former | University governance |
| Snap Inc. | Director | Former | Public company board service |
| Rapid7, Inc. | Director | Former | Public company board service |
Board Governance
| Committee | Role | 2024 Meetings | Independence | Key Oversight |
|---|---|---|---|---|
| Nominating, Governance & Public Responsibility (NGPR) | Chair | 5 | All members independent | Board composition/leadership; non-management director pay; annual board/committee performance evaluation; administer Related Person Transaction Policy; sustainability and political engagement oversight |
| Risk | Member | 6 | All members independent | ERM framework; capital/liquidity planning; IT security quality/effectiveness; conduct risk; approves ERM policy; regular sessions with CRO |
- Independence: All directors are independent except the Chairman; Young is listed as Independent .
- Attendance: In 2024, the Board met 7 times and committees met 24 times; all directors attended ≥75% of meetings of the Board and committees on which they served; all directors at the time attended the 2024 Annual Meeting .
- Engagement: Annual evaluation overseen by NGPR; 2024 included third-party evaluator to supplement board effectiveness review .
Fixed Compensation (Non-Management Director – 2024)
| Name | Fees Earned or Paid in Cash | Stock Awards (SEUs) | All Other Compensation | Total |
|---|---|---|---|---|
| Christopher D. Young | $157,321 | $220,000 | $46,762 | $424,083 |
- Program structure: Board annual retainer $110,000; additional annual retainers: Audit & Compliance and Risk members $20,000; Compensation & Benefits and NGPR members $15,000; committee chairs: Audit & Compliance and Risk $20,000; Compensation & Benefits and NGPR $15,000. No meeting fees; board retainer reduced by $20,000 if attendance <75% .
- Benchmarking: NGPR engaged independent advisor Semler Brossy; director equity grant value increased to $240,000 starting 2025; Lead Independent Director SEU retainer $75,000 unchanged .
Performance Compensation (Director Equity – SEUs)
| Award Type | Grant Date | Grant Value | Units/Amount | Vesting/Distribution | Notes |
|---|---|---|---|---|---|
| Share Equivalent Units (SEUs) | May 6, 2024 | $220,000 | 955 SEUs credited (based on 15-day average market price) | Held until end of board service; payable in cash equal to common share value at distribution; dividend equivalents reinvest into SEUs | Directors may defer fees into SEU account or cash account; cash deferrals credited at 120% of applicable federal long-term rate; balances accrue dividend equivalents |
- No options/PSUs/meeting-based performance elements for directors are disclosed; director equity is time-based SEUs to align with shareholder value .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Snap Inc. | Former Director | None currently disclosed |
| Rapid7, Inc. | Former Director | None currently disclosed |
- Outside board service policy: Directors generally limited to ≤4 public company boards (≤3 if an active public company CEO); audit committee service limited to ≤2 other audit committees; compliance confirmed at re-nomination .
Expertise & Qualifications
- Skills: Audit oversight; brand & marketing; core business operations & management; global business; public company governance; risk management & oversight; technology & cybersecurity .
- Core credentials: Cybersecurity depth; national security/emergency preparedness experience; senior technology leadership and spin-out execution .
Equity Ownership
| Holder | Beneficial Shares Owned | Right to Acquire (≤60 days) | Percent of Class | SEUs (as of 12/31/2024) |
|---|---|---|---|---|
| Christopher D. Young | — | — | <1% | 18,244 |
- Director stock ownership guideline: Non-management directors must hold $1 million in shares or SEUs within five years of joining the Board; all have achieved or are on track .
- Hedging/pledging: Prohibited for directors and senior management; pre-clearance required for all director transactions .
Governance Assessment
- Strengths: Chair of NGPR places Young at the center of board effectiveness, succession planning, director pay oversight, and related party transaction administration—key governance levers for investor confidence . Risk Committee membership leverages his cyber expertise to oversee IT security quality and broader ERM, including conduct risk, with direct interaction with the CRO . Independence and strong attendance support effective oversight .
- Alignment: Annual SEU grants and accumulated SEUs (18,244) provide market-linked alignment; $1m ownership guideline and anti-hedging/pledging policy reinforce skin-in-the-game and risk discipline .
- Compensation structure: Balanced cash retainer plus SEUs, independently benchmarked, with 2025 equity grant increase to maintain competitiveness; no discretionary meeting fees or performance-linked director pay, limiting pay-for-performance concerns at the board level .
- Conflicts monitoring: NGPR administers the Related Person Transaction Policy; company reports no material Related Person transactions since Jan 1, 2024, mitigating conflict risk signals .
- Watch items: Young reports no beneficial common shares under SEC rules (SEUs exclude beneficial ownership), which may be viewed as lower direct share ownership; mitigated by substantial SEU balance and guideline compliance pathway . No current external public directorships disclosed, reducing interlock risk; prior technology board roles could have introduced ecosystem ties, but no related-party issues are reported in 2024–2025 .
RED FLAGS: None disclosed for related-party transactions, hedging/pledging, or attendance shortfalls; no director-specific legal or SEC matters identified in the proxy sections reviewed .