Deborah P. Majoras
AMERICAN EXPRESSAbout Deborah P. Majoras
Deborah P. Majoras is 61 and has served as an independent director of American Express Company since 2022, bringing decades of leadership in legal, regulatory, public policy, and corporate governance. She serves on the Nominating, Governance and Public Responsibility (NGPR) Committee and the Risk Committee, aligning with her expertise in government, legal/regulatory matters and risk oversight; she is not a committee chair at AXP . Majoras earned a B.A. from Westminster College and a J.D. from the University of Virginia School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble Co. | Chief Legal Officer & Corporate Secretary | 2010–2022 | Led global legal, governance, and corporate secretary functions |
| Procter & Gamble Co. | Joined P&G | 2008 | Senior leadership roles preceding CLO appointment |
| Federal Trade Commission | Chair | 2004–2008 | Led U.S. consumer protection and antitrust enforcement |
| U.S. DOJ Antitrust Division | Deputy Assistant Attorney General; Principal Deputy | 2001–2003 | Senior antitrust policy and enforcement leadership |
| Jones Day LLP | Associate and Partner | Earlier career | Private practice in antitrust and litigation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valero Energy Corporation | Director; Chair of Sustainability & Public Policy Committee; Member of Nominating & Corporate Governance Committee | Current | Chairs sustainability/public policy; governance oversight |
| Brunswick Group | Board Member | Current | Strategic communications advisory board role |
| University of Virginia School of Law Foundation | Board Member | Current | Non-profit governance |
| Westminster College | Board Member | Current | Academic governance |
| First Tee Foundation | Board Member | Current | Non-profit governance |
| USGA | Executive Committee Member | Prior | Sports governance leadership |
Board Governance
- Committee assignments: Member, NGPR; Member, Risk (joined Risk Committee March 6, 2024); not a chair at AXP .
- Independence: Board determined in March 2025 that all nominees except the Chairman are independent; AXP shows 11/12 independent nominees .
- Attendance: In 2024, the Board met 7 times; committees met 24 times in aggregate; all directors attended at least 75% of meetings of the Board and committees on which they served .
- Relevant committee activity levels (2024): NGPR—5 meetings; Risk—6 meetings .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $141,429 |
| Program Cash Retainers (policy reference) | Board: $110,000; NGPR member: $15,000; Risk member: $20,000; no per-meeting fees; chair fees apply only to chairs |
| Attendance policy (cash retainer reduction if <75%) | $20,000 reduction if below 75% combined attendance |
| Deferred compensation election | Most non-management directors, including Majoras, deferred all or a portion of 2024 retainers into cash and/or SEU accounts |
Breakdown of “All Other Compensation” (FY 2024):
| Component | FY 2024 |
|---|---|
| Dividend equivalents credited on SEUs ($) | $6,451 |
| Special events benefit (American Express 2024 Golf Tournament) ($) | $49,766 |
| All Other Compensation total ($) | $56,268 |
| Group term life insurance coverage | $50,000 coverage (premium included in “All Other Compensation”) |
Performance Compensation
| Component | Grant Date | Detail | FY 2024 |
|---|---|---|---|
| Stock Awards (SEUs) – Grant Value ($) | May 6, 2024 | 955 SEUs credited at annual meeting; SEUs mirror common share value; dividend equivalents reinvested; held until end of board service | $220,000 |
| Lead Independent Director SEU retainer | N/A | Not applicable to Majoras (applies to LID only) | — |
Program note (effective 2025): Non-management directors’ annual SEU grant increased to $240,000 (LID additional $75,000 unchanged) .
Other Directorships & Interlocks
| Company | Relationship to AXP | Potential Interlock/Conflict Commentary |
|---|---|---|
| Valero Energy Corporation | External public board; unrelated sector | No specific AXP-related party exposure disclosed; NGPR administers Related Person Transaction policy to pre-clear conflicts |
| Brunswick Group; UVA Law Foundation; Westminster College; First Tee Foundation | External boards (private/non-profit) | Ordinary course charitable contributions may occur; overseen per policy |
Expertise & Qualifications
- Skills matrix: Core Business Operations & Management; Global Business; Government, Legal/Regulatory; Public Company Governance; Risk Management & Oversight; Technology & Cybersecurity .
- Education: B.A., Westminster College; J.D., University of Virginia .
- Regulatory leadership: Former Chair, FTC; senior DOJ Antitrust roles .
Equity Ownership
| Metric | As of Dec 31, 2024 |
|---|---|
| SEU Balance (units) | 3,032 |
| Director Stock Ownership Guideline | Required personal holding (direct or via SEUs) of $1 million within five years of joining the Board; all non-management directors achieved or are on track |
| Hedging/Pledging Policy | Hedging and pledging of Company securities prohibited for directors and senior management |
Governance Assessment
- Committee fit and effectiveness: Majoras’s seat on NGPR (which administers the Related Person Transaction Policy, oversees governance, and advises on non-management director compensation) and the Risk Committee (oversight of ERM, capital/liquidity planning, tech security, and conduct risk) matches her legal/regulatory and risk background, strengthening board oversight in governance and risk domains .
- Independence and attendance: Independence affirmed; no attendance issues per 2024 disclosures—supports investor confidence in impartial oversight and engagement .
- Alignment and incentives: Compensation structured with a meaningful equity component (SEUs) and permitted deferral into SEU/cash accounts, plus strict stock ownership guidelines and anti-hedging/pledging rules—positive signals for long-term alignment .
- Potential conflicts/related-party exposure: The proxy’s related party section does not identify any material related person transactions for Majoras; NGPR’s oversight and pre-approved categories mitigate conflict risk in ordinary-course relationships .
- Shareholder sentiment: AXP’s 2024 Say-on-Pay approval of 95.1% indicates broad investor support for pay governance, indirectly reinforcing board credibility and oversight practices .
RED FLAGS: None disclosed specific to Majoras. A disclosed special events benefit ($49,766) is transparent and modest relative to total director compensation; hedging/pledging is prohibited; no related-party transactions identified for her; attendance threshold met .