Daniel L. Vasella
AMERICAN EXPRESSAbout Daniel L. Vasella
Daniel L. Vasella, age 71, is an independent director of American Express Company, serving on the Compensation and Benefits Committee and the Nominating, Governance and Public Responsibility Committee. He has been on the AXP board since 2012 and brings global, highly regulated industry leadership as former Chairman (1999–2013) and CEO (1996–2010) of Novartis, with prior senior roles at Sandoz Pharma (1992–1996). He holds a Doctorate of Medicine from the University of Bern and completed Harvard University’s Program for Management Development.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | Chairman | 1999–2013 | Led global, highly regulated pharmaceutical business; governance and strategy oversight. |
| Novartis AG | CEO | 1996–2010 | Operational leadership of multinational pharma; risk management and regulatory experience. |
| Sandoz Pharma Ltd. | CEO; COO; SVP; Head of Worldwide Development; Head of Corporate Marketing | 1992–1996 | End-to-end development and marketing leadership in pharma. |
| SciClone Pharmaceuticals, Inc. | Director | — | Prior board experience in biopharma. |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| PepsiCo, Inc. | Director | Current | Member: Nominating & Corporate Governance; Compensation. |
| Novartis AG | Honorary Chairman | Since 2013 | Advisory/ceremonial role. |
| American Academy of Arts & Sciences | Foreign Honorary Member | — | Non-profit recognition. |
| Carnegie Endowment for International Peace | Former Trustee | — | Prior non-profit governance. |
Board Governance
- Independence: AXP’s board is composed entirely of independent directors except the Chairman; Dr. Vasella is an independent director.
- Committee assignments: Member, Compensation & Benefits; Member, Nominating, Governance & Public Responsibility (NGPR).
- Committee activity: Compensation & Benefits met 5 times in 2024; NGPR met 5 times in 2024; all members of both committees are independent.
- Attendance: In 2024, the board met 7 times and committees met 24 times in aggregate; all directors attended at least 75% of their board and committee meetings. Executive sessions of independent directors were held at each regularly scheduled board meeting.
- Lead Independent Director: John J. Brennan; executive sessions are led by the LID; communication channels and governance practices outlined.
- Policy highlights: Prohibition on director hedging and pledging; mandatory retirement age of 72; robust governance, risk oversight, and clawback policies for senior executives.
Fixed Compensation (Non-Management Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $110,000 | Standard board retainer. |
| Committee membership fees | $30,000 | $15,000 each for Compensation & Benefits and NGPR membership. |
| Fees earned or paid in cash (total) | $140,000 | Sum of board + committee fees. |
| Deferred compensation election | — | Non-management directors, except Leonsis, Parkhill, Pike, deferred all or a portion of their 2024 retainers; Dr. Vasella included. |
| Life insurance | Coverage: $50,000 | Group term life insurance, premium paid by company (amount per director not itemized). |
| Matching gift program | Up to $10,000 | Eligible, same basis as employees (specific usage not itemized per director). |
| All other compensation (total) | $115,985 | Includes dividend equivalents and other items. |
| Dividend equivalents (2024) | $115,934 | Reinvested into additional SEUs. |
Policy: Annual board retainer reduced by $20,000 if attendance <75%. AXP pays no per-meeting fees.
Performance Compensation (Directors)
| Instrument | Grant Value | Quantity/Terms | Vesting/Payment |
|---|---|---|---|
| Share Equivalent Units (SEUs) – Annual grant (May 6, 2024) | $220,000 | 955 SEUs based on 15-trading-day average price; SEUs mirror value of common shares; no voting. | |
| SEU program (2025 change) | $240,000 | Annual SEUs for each non-management director from Jan 1, 2025; LID SEU retainer remains $75,000. | |
| Holding/Settlement | — | SEUs must be held until service ends; payable in cash equal to then-value of one share at distribution. |
Note: Director equity is fixed-value SEUs; no options or performance conditions tied to revenue, EPS, TSR, or ESG metrics for directors.
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Notes |
|---|---|---|---|
| PepsiCo, Inc. | Director | Nominating & Corporate Governance; Compensation | Ordinary course transactions with companies where directors serve may occur; AXP reports no Related Person with a material interest since Jan 1, 2024 except as disclosed (none involving Dr. Vasella). |
| Novartis AG | Honorary Chairman | — | No AXP conflict disclosed; ordinary course policies apply where relevant. |
| SciClone Pharmaceuticals | Former Director | — | Prior public company board service. |
Expertise & Qualifications
- Global business leadership; public company CEO experience; governance and risk oversight skills.
- Regulatory and legal environment familiarity from pharma sector; audit oversight and financial services/investment experience.
- Education: M.D., University of Bern; Harvard PMD.
Equity Ownership
| Beneficial Shares | Right to Acquire (60 days) | Percent of Class | SEUs Held (as of 12/31/2024) | Ownership Guidelines |
|---|---|---|---|---|
| — | — | <1% | 44,009 | Non-management directors must hold $1 million in shares/SEUs within 5 years; all directors achieved or on track. |
Policies reducing alignment risk: AXP prohibits director hedging and pledging of company stock.
Governance Assessment
- Board effectiveness: Active engagement via committee work (Compensation & Benefits; NGPR), independent status, and 2024 attendance at or above policy thresholds support investor confidence.
- Alignment: Significant equity via annual SEUs (and accumulated SEUs of 44,009) aligns director interests with shareholders; ownership guidelines ($1 million within 5 years) achieved/on track.
- Compensation structure: Balanced cash retainer plus committee fees ($140,000 cash total) and fixed-value SEUs ($220,000 in 2024; $240,000 from 2025) with dividend equivalents; no per-meeting fees and attendance-based retainer reduction encourage engagement.
- Conflicts/related-party: NGPR administers related person policy; company discloses no material related person transactions since Jan 1, 2024 except as described (none involving Dr. Vasella). Monitor ordinary-course transactions with external boards (e.g., PepsiCo) per policy.
- RED FLAGS to monitor: Approaching mandatory retirement age (72) given current age 71 may drive board succession considerations; continued external commitments require adherence to outside board policy, which the NGPR confirms for all nominees.