Douglas E. Buckminster
AMERICAN EXPRESSAbout Douglas E. Buckminster
Douglas E. Buckminster is Vice Chairman of American Express and a member of the Executive Committee, with responsibilities spanning Global Advertising and Brand Management, Corporate Development, oversight of the China JV, and (in 2024) Enterprise Innovation Partners for digital incubation and strategic partnerships . Under the current compensation framework, executive pay is tightly linked to shareholder outcomes via an Annual Incentive Award (AIA) scorecard and multi‑year equity tied to relative ROE and TSR . In 2024, American Express delivered record revenue of $65.9B (+9% YoY; +10% FX‑adjusted), diluted EPS of $14.01, ROE of 35%, and 1‑year TSR of 60% (30 pts over S&P Financials), with $7.9B returned to shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Express | Group President, Global Consumer Services | — | Ran consumer products and services, digital strategy/capabilities, and risk & information management |
| American Express | President, Global Network & International Card Services | — | Grew consumer and bank partnership businesses in 150+ countries |
| American Express | President, International Consumer & Small Business Services | — | Led international consumer and SMB services |
| American Express | Regional President, LACC | — | Led the Latin America, Canada and Caribbean region |
| American Express | GM, International Lending and Insurance Services | — | Led international lending/insurance businesses |
Years not disclosed in the proxy.
Fixed Compensation
Multi‑year summary from the Summary Compensation Table:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,100,000 | $1,100,000 | $1,100,000 |
| Annual cash incentive (AIA) | $7,200,000 | $6,500,000 | $6,950,000 |
| Stock awards (grant-date fair value) | $6,288,477 | $6,281,184 | $6,128,644 |
| Option awards (grant-date fair value) | $1,379,956 | $1,379,970 | $1,379,948 |
| Change in pension value | $0 | $49,235 | $45,883 |
| All other compensation | $214,716 | $301,189 | $443,728 |
| Total | $16,183,150 | $15,611,578 | $16,048,203 |
2024 perquisites and other compensation detail:
- Perquisites: personal aircraft use $105,303; international tax/reporting services $8,600; total perqs $113,903 . Vice Chairman personal aircraft use is capped at $110,000/year; excess must be reimbursed to the company .
- All other compensation: perqs $113,903, tax reimbursements $150,959 (trailing international assignment equalization), company DC contributions $176,000, executive life insurance $2,866; total $443,728 .
Performance Compensation
Annual Incentive Award (AIA) mechanics and 2024 outcome:
- Scorecard weightings and metrics: Shareholder (60%: Revenue Growth 50%, EPS 25%, ROE 25%), Customer (10%), Colleague (10%), Strategic (20%); risk overlay applied .
- 2024 enterprise performance rating: “Significantly Outperform”; Company Performance Multiplier set at 140% .
- Individual multiplier: Buckminster 125% (CEO/committee assessment) .
| AIA component | Value |
|---|---|
| Target AIA (2024) | $4,000,000 |
| Company performance multiplier | 140% |
| Individual performance multiplier | 125% |
| Actual AIA paid (cash) | $7,000,000 (includes $50,000 paid in RSUs to satisfy deferral guidance) |
Long‑Term Incentive Award (LTIA) design and grants:
- Structure: 80% Performance RSUs (PRSUs) and 20% Stock Options; 3‑year cliff vesting; PRSU payout 0–120% based on 3‑yr relative ROE and modified by relative TSR; options require positive cumulative net income over the 3‑yr period; 10‑year option term .
- Grants for 2024 performance (awarded Jan 2025): PRSUs $5.52M; Options $1.38M; Total $6.90M .
- 2022 PRSU cycle (settled Jan 2025): vested at 120% based on 3‑yr ROE at the 91st percentile and TSR at the 100th percentile vs the peer group .
Equity Ownership & Alignment
Beneficial ownership (as of March 3, 2025):
| Item | Amount |
|---|---|
| Shares beneficially owned | 156,331 shares; <1% of outstanding |
| Right to acquire within 60 days (options/PRSUs) | 219,400 shares |
- Hedging and pledging of company stock are prohibited for executive officers; all transactions require pre‑clearance .
- Stock ownership guidelines require NEOs to hold shares equal to a multiple of salary and to retain 50% of net after‑tax shares until met; as of March 3, 2025, all NEOs, including Buckminster, met or exceeded requirements .
Key outstanding and unvested equity at 12/31/2024:
| Award type | 2022 grant | 2023 grant | 2024 grant |
|---|---|---|---|
| PRSUs – unearned/unvested (#) | 37,410 | 38,154 | 32,997 |
| PRSUs – market/payout value | $11,102,914 | $11,323,726 | $9,793,180 |
| RSUs (AIA deferral/other) – units | 988 | 1,728 | — |
| RSUs – value | $293,229 | $512,853 | — |
Selected stock options snapshot (exercisable and unexercisable):
- Unexercisable: 24,954 @ $177.06 expiring 1/28/2032 (2022) ; 22,988 @ $173.61 expiring 2/1/2033 (2023) ; 20,110 @ $200.74 expiring 1/31/2034 (2024) .
- Exercisable: 23,505 @ $55.09 expiring 1/26/2026 (2016) ; 20,918 @ $77.43 expiring 1/24/2027 (2017) ; 18,237 @ $97.98 and 8,093 @ $98.75 expiring in 2028 (2018) ; 41,078 @ $100.96 expiring 1/29/2029 (2019) ; 45,683 @ $131.68 expiring 1/29/2030 (2020) ; 36,932 @ $116.26 expiring 1/29/2031 (2021) .
Employment Terms
- Severance plan: Senior Executive Severance Plan provides 1.5× (base salary + target AIA), payable over 1.5 years; equity awards continue to vest during severance unless the executive starts full‑time employment; non‑compete and non‑solicit covenants apply during severance .
- Change‑in‑control: Double‑trigger required; no excise tax gross‑ups; options are not repriced .
- Clawbacks: Company‑wide recoupment/forfeiture applies; clawback for restatement or detrimental conduct; at least 50% of executive incentive pay is deferred ≥3 years with performance‑based payout .
- Retirement eligibility: Buckminster is full retirement‑eligible; outstanding LTIAs continue vesting upon retirement subject to performance (excludes certain 2022 special awards) .
Potential payments (assuming 12/31/2024 event):
| Scenario | Severance | Value of LTIA | Deferred comp add‑on | Other benefits | Total incremental |
|---|---|---|---|---|---|
| Retirement | $0 | $35,407,049 | $0 | $700,705 | $36,107,754 |
| Termination w/o cause (no CIC) | $7,650,000 | $0 | $26,513 | $133,478 | $7,809,991 |
| Termination w/o cause or constructive term. (with CIC) | $7,650,000 | $0 | $26,513 | $133,478 | $7,809,991 |
Deferred compensation and pension:
- Deferred compensation (2024): Executive deferral $1,100,000; company contributions $148,400; aggregate balance $18,446,766; withdrawals $367,066; 2024 earnings $1,507,857 .
- Pension PVAB: $948,964 (Retirement Plan $412,794; RRP‑Retirement Plan $536,170); 38 years credited service .
Compensation Structure vs Performance Metrics
- AIA reweighted toward shareholder metrics in 2024 (to 60% from 45%); Colleague category reduced to 10% and diversity metrics removed (maintained in 2025) .
- 2024 AIA company multiplier at 140% reflects outperformance on revenue, EPS, and ROE vs benchmarks and strong customer/colleague results, with risk management certification .
- LTIA payout levered to 3‑yr relative ROE/TSR; 2022–2024 cycle paid at 120% (max) on top‑tier performance .
Investment Implications
- Alignment: High at‑risk mix with multi‑year, performance‑linked PRSUs and options, mandatory deferral, and robust clawback/anti‑hedging/anti‑pledging reduces misalignment risk .
- Retention risk: Retirement eligibility plus continued vesting of outstanding LTIA upon retirement (subject to performance) lowers “handcuff” friction; the “Retirement” scenario shows $35.4M of LTIA value continuing to vest, which could modestly elevate transition flexibility .
- Selling pressure: Significant annual vesting cliffs (2022/2023/2024 PRSUs) and a ladder of deep‑in‑the‑money options expiring 2026–2031 create periodic liquidity windows, though hedging/pledging prohibitions constrain leverage against shares .
- Governance support: Strong Say‑on‑Pay (95.1% approval in 2024) and removal of diversity targets from AIA signal responsiveness to investors and regulatory feedback .