Karen L. Parkhill
AMERICAN EXPRESSAbout Karen L. Parkhill
Karen L. Parkhill (age 59) is an independent director of American Express Company (AXP) and has served on the Board since 2020. She is Executive Vice President and Chief Financial Officer of HP Inc., and previously served as CFO at Medtronic, Comerica, and JPMorgan’s Commercial Banking unit. She holds a B.S. from Southern Methodist University and an MBA from the University of Chicago, and brings deep finance, banking, and risk oversight expertise; she chairs AXP’s Risk Committee and serves on the Audit & Compliance Committee .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Medtronic, Inc. | EVP & CFO | 2016–2024 | Led global finance at a large-cap healthcare company . |
| Comerica Inc. | Vice Chairman & CFO | 2011–2016 | Senior bank CFO experience; balance sheet/risk discipline . |
| JPMorgan Chase & Co. | CFO, Commercial Banking | 2005–2011 | End-to-end commercial banking finance leadership . |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| HP Inc. | EVP & CFO | Current | Public company executive role . |
| International Women’s Forum | Member (prior) | — | Non-profit network engagement . |
| Boys & Girls Clubs of America | National Trustee (prior) | — | Non-profit governance . |
| Methodist Health System | Director (prior) | — | Non-profit board service . |
Board Governance
- Committee assignments: Risk Committee (Chair) and Audit & Compliance Committee (Member) .
- Audit Committee Financial Expert: Parkhill meets SEC “financial expert” requirements .
- Independence: The Board determined all nominees except the CEO are independent; Parkhill is independent .
- Attendance: In 2024, all directors attended at least 75% of Board and applicable committee meetings (Board: 7 meetings; committees: 24 total) .
- Executive sessions: Independent directors met in executive session at each regular Board meeting .
- Risk oversight: As Risk Chair, she oversees ERM, capital/liquidity planning, cybersecurity, conduct risk, and risk appetite policy approvals; CRO reports regularly to the committee .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Risk | Chair | 6 | Oversees ERM framework; capital/liquidity planning; cybersecurity; approves ERM policy and risk appetite; meets regularly with CRO . |
| Audit & Compliance | Member | 8 | Oversees financial reporting integrity, internal controls, internal/external audit, compliance policies, whistleblower procedures . |
Fixed Compensation
| Component | 2024 Amount/Details |
|---|---|
| Board annual retainer | $110,000 cash . |
| Committee membership fees | Audit & Compliance ($20,000) + Risk ($20,000) = $40,000 . |
| Committee chair fee | Risk Chair ($20,000) . |
| Fees earned or paid in cash (total) | $170,000 . |
| Stock awards (SEUs) | $220,000 grant; credited with 955 SEUs on May 6, 2024 . |
| All other compensation | $28,840 total; includes dividend equivalents ($18,789) and group life insurance premium coverage; also eligible for matching gifts program . |
| Total 2024 director compensation | $418,840 . |
| Deferral election | Parkhill did not defer 2024 retainers (exception noted) . |
Performance Compensation
Directors at AXP do not receive performance-based bonuses or option awards; equity is delivered via non-voting SEUs that track share value and must be held until service ends . The Board oversees executive pay-for-performance through the Company Scorecard (used for executive AIA decisions), which emphasizes financial outcomes and risk management .
| 2024 Company Scorecard Category | Metrics | Weighting Details |
|---|---|---|
| Shareholder | Revenue Growth (50%); EPS (25%); ROE (25%) | Category weighted 60% of Scorecard . |
| Customer | Retention (50%); Merchant Locations (50%) | Category weighting per Scorecard . |
| Colleague | Talent Retention (50%); Culture (50%) | Category weighting per Scorecard . |
| Strategic | Premium consumer leadership; commercial payments; International growth; network strength; capabilities uplift toward Category II bank | Qualitative execution assessment . |
| Risk Management | Company performance reviewed against Risk Appetite Framework and external environment | CRO attestation; committee oversight . |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| HP Inc. | EVP & CFO | Ordinary-course customer/vendor relationships are governed under Related Person Transaction Policy; no material related-party transactions disclosed for directors since Jan 1, 2024 . | Policy requires committee oversight; pre-approves ordinary course, banking/credit products, etc. . |
| Non-profits (prior) | Trustee/Director | Charitable relationships may occur; Company may make contributions; handled per policy . | No material interests disclosed for Parkhill . |
Expertise & Qualifications
- Skills matrix coverage: Audit Oversight; Core Operations & Management; Financial Services & Investment; Global Business; Public Company Governance; Risk Management & Oversight; Technology & Cybersecurity .
- Risk expertise: Meets Federal Reserve “enhanced prudential standards” expectation for Risk Committee chair with experience identifying, assessing, and managing risk of large complex firms .
- Audit expertise: SEC-defined Audit Committee Financial Expert .
- Education: B.S. Southern Methodist University; MBA University of Chicago .
Equity Ownership
| Beneficial Ownership | Amount | Notes |
|---|---|---|
| Common shares owned | 37 | Beneficial ownership as of March 3, 2025; less than 1% of class . |
| Right to acquire (60 days) | — | None disclosed . |
| SEUs balance | 7,466 | As of December 31, 2024; SEUs are non-voting, payable in cash equal to share value; must be held through Board service . |
| Ownership guidelines | $1 million | Directors must hold $1M (direct or SEUs) within 5 years; all are on track/achieved . |
| Hedging/pledging | Prohibited | Hedging and pledging of Company stock prohibited for directors . |
Governance Assessment
- Strengths: Independent director; chairs Risk Committee with robust ERM, capital/liquidity, and cybersecurity oversight; designated Audit Committee Financial Expert; deep CFO background across banking, healthcare, and technology enhances risk and control oversight .
- Alignment: Director pay is balanced between cash retainers and equity via SEUs; ownership guideline of $1M promotes long-term alignment; hedging/pledging prohibited; dividend equivalents accrue on SEUs, reinforcing exposure to share performance .
- Engagement: Board and committees met regularly with high attendance; independent director executive sessions at each Board meeting support oversight quality; Lead Independent Director structure augments challenge of management .
- Potential conflicts: Parkhill’s HP Inc. CFO role could create ordinary-course interactions; AXP’s Related Person Transaction Policy and pre-approved categories mitigate risk; no material related-party transactions disclosed for directors in 2024–2025 .
- Signals: Strong shareholder support for executive pay (95.1% Say-on-Pay in 2024) indicates investor confidence in board oversight of compensation and risk .
- Red flags: None disclosed—no hedging/pledging, no option repricing, no director-specific related-party transactions, and Compensation Committee interlocks report notes no insider participation/conflicts among members (Parkhill is not on that committee) .