Laureen E. Seeger
AMERICAN EXPRESSAbout Laureen E. Seeger
Laureen E. Seeger is Chief Legal Officer of American Express, a role she has held since July 2014; she oversees the Legal, Government Affairs, and Corporate Secretarial functions, is a member of the Enterprise Risk Management Committee, and in 2024 also had responsibility for Global Security . Her 2024 annual incentive reflected strong performance (individual multiplier 125% against a 140% company multiplier) and her 2022 PRSUs vested at 120% based on three-year outcomes of ROE at the 91st percentile and TSR at the 100th percentile versus peers, indicating alignment of pay with shareholder returns . Prior to American Express, she served as EVP, General Counsel and Chief Compliance Officer at McKesson and previously was Partner-in-Charge of Technology Litigation at Morris, Manning & Martin, LLP .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Express | Chief Legal Officer; member, Executive Committee and ERM Committee; oversight of Legal, Government Affairs, Corporate Secretarial; Global Security oversight in 2024 | July 2014–present | Leads legal, regulatory, governance and conduct risk oversight; advised on global litigation and strategic matters |
| McKesson Corporation | EVP, General Counsel & Chief Compliance Officer | 2006–2014 | Led enterprise legal/compliance; supported growth and regulatory alignment |
| McKesson Provider Technologies | Vice President & General Counsel | Pre-2006–2006 | Led legal for healthcare IT business |
| Morris, Manning & Martin, LLP | Partner-In-Charge, Technology Litigation | Pre-2006 | Led technology litigation practice |
External Roles
- The executive biography does not list external public company directorships for Ms. Seeger in the latest proxy .
Fixed Compensation
Summary Compensation (SEC SCT)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $872,917 | $875,000 | $875,000 |
| Bonus (AIA cash) | $4,900,000 | $4,500,000 | $5,125,000 |
| Stock Awards (Grant-date FV) | $4,314,238 | $4,274,053 | $4,174,467 |
| Option Awards (Grant-date FV) | $4,439,975 | $939,950 | $939,957 |
| Change in Pension/Deferred Comp | N/A | N/A | N/A |
| All Other Compensation | $152,953 | $155,480 | $155,660 |
| Total | $14,680,083 | $10,744,483 | $11,270,084 |
2024 Perquisites and Other Compensation Detail
| Component | 2024 |
|---|---|
| Perquisites and other personal benefits | $3,780 |
| Company contributions to defined contribution plans | $140,000 |
| Executive life insurance (imputed income) | $11,880 |
| Total “All Other Compensation” | $155,660 |
Performance Compensation
Annual Incentive Award (AIA) – 2024
| Item | Value |
|---|---|
| Target AIA (USD) | $2,925,000 |
| Company performance multiplier | 140% |
| Individual performance multiplier (Seeger) | 125% |
| Actual AIA paid (USD) | $5,125,000 |
| AIA design overview | Company performance evaluated across Shareholder, Customer, Colleague, and Strategic categories to derive an overall payout; individual multipliers reflect leadership contributions and risk management |
Note: To comply with regulatory guidance, at least 50% of executive incentive compensation is deferred for at least three years with performance-based payout; PRSUs are used in place of time-based RSUs for senior executives .
Long-Term Incentive Award (LTIA) – Design and 2024 outcomes
| Element | Weight | Key metrics | Features | 2024/Recent Outcome |
|---|---|---|---|---|
| Performance Restricted Stock Units (PRSUs) | 80% of LTIA | 3-year average ROE vs peer group; 3-year TSR vs peer group | 3-year cliff vesting; 0–120% payout; above-target vesting requires TSR in top-third of peers; median ROE → 80% vesting cap | Jan 2022 grant settled at 120% based on ROE 91st percentile and TSR 100th percentile (3-year period ending 12/31/24) |
| Stock Options (SOs) | 20% of LTIA | Positive cumulative net income | 3-year cliff vesting; 10-year term | Ongoing awards subject to positive cumulative net income |
2024 Performance-Decided LTIA Granted in January 2025 (to Seeger)
| Component | Amount (USD) |
|---|---|
| PRSUs | $4,160,000 |
| Stock Options | $1,040,000 |
| Total LTIA | $5,200,000 |
Equity Ownership & Alignment
Beneficial Ownership and Rights to Acquire
| As-of Date | Shares Owned | Right to Acquire (within 60 days) | Percent of Class |
|---|---|---|---|
| Mar 8, 2021 | 45,516 | 24,671 | <1% |
| Mar 7, 2022 | 47,867 | — | <1% |
| Mar 8, 2024 | 57,692 | — | — |
| Mar 3, 2025 | 70,527 | 16,998 | <1% |
- Stock ownership guidelines: CEO 10x base salary; all other NEOs 3x base salary (policy referenced across multiple proxies); executives must retain 50% of net after-tax shares until meeting guidelines; as of March 3, 2025, all NEOs exceed their required targets .
- Hedging/pledging: Executive officers are prohibited from hedging company shares; pledging shares subject to guidelines is not permitted; pledge of any shares is tightly controlled and requires prior approvals; no executive officer shares were pledged (as disclosed in prior proxy) .
2024 Equity Activity (Trading Signal/Overhang)
| 2024 Activity | Quantity | Value |
|---|---|---|
| Options exercised | 61,611 | $5,433,533 |
| Shares acquired on PRSU vesting | 35,120 | $7,074,222 |
Outstanding/Unvested Awards and Vesting Terms (as of 12/31/2024)
| Grant Date | Instrument | Quantity | Exercise Price | Expiration | Vesting/Conditions |
|---|---|---|---|---|---|
| 1/31/2024 | Stock Options (SOs) – unearned | 13,698 | $200.74 | 1/31/2034 | 100% vest on 3rd anniversary, subject to positive cumulative net income and continued employment (limited exceptions) |
| 2/1/2023 | Stock Options (SOs) – unearned | 15,658 | $173.61 | 2/1/2033 | Same as above |
| 10/31/2022 | Performance Stock Options (PSOs) – special award | 69,860 | $148.45 | 10/31/2029 | Vest 75% on 10/31/2025 and 25% on 10/31/2026; require absolute TSR 40% above baseline over four years, positive cumulative GAAP NI for specified periods, time-based service; no exercise allowed until 10/31/2026 |
| 1/28/2022 | Stock Options (SOs) – unearned | 16,998 | $177.06 | 1/28/2032 | Same as 3-year SOs above |
| 1/28/2022 | PRSUs – unearned at 12/31/24 | 25,482 | — | — | 3-year cliff; vest based on relative ROE and TSR vs performance peers; market value noted below |
| 2/1/2023 | PRSUs – unearned at 12/31/24 | 25,988 | — | — | Same PRSU performance conditions |
| 1/31/2024 | PRSUs – unearned at 12/31/24 | 22,476 | — | — | Same PRSU performance conditions |
| Various | RSUs tied to AIA deferral | 1,152 | — | — | Payable on 3rd anniversary, subject to positive cumulative net income; not subject to continued employment |
| Market value reference | PRSU/RSU market value at 12/31/24 (AXP $296.79) | — | — | — | PRSU/RSU market values shown in proxy (e.g., $6,670,652 for PRSUs; $341,902 for RSUs) |
Employment Terms
Severance and Change-in-Control (CIC) – Potential Payments as of 12/31/2024 (Seeger)
| Scenario | Severance (Cash) | LTIA Value | Deferred Comp | Retirement Savings Plan | Other Benefits | Total Incremental Benefits |
|---|---|---|---|---|---|---|
| Retirement | $0 | $24,161,692 | $0 | $0 | $20,193 | $24,181,885 |
| Death | $0 | $0 | $0 | $49,792 | $0 | $49,792 |
| Disability | $5,700,000 | $0 | $0 | $0 | $139,094 | $5,839,094 |
| Termination w/o Cause not in connection with CIC | $5,700,000 | $0 | $0 | $0 | $139,094 | $5,839,094 |
| Termination w/o Cause or Constructive Termination in connection with CIC | $5,700,000 | $0 | $0 | $0 | $139,094 | $5,839,094 |
- Policy context: Senior Executive Severance Policy provides 1.5x base salary plus target AIA (serial basis), pro rata AIA for year of termination, and continued vesting during severance period unless the executive begins full-time outside employment; non-compete and non-solicitation apply during severance period (policy disclosure) .
- Pension/SERP: Ms. Seeger is not eligible to participate in the company’s Retirement Plan or RRP-Retirement Plan due to employment commencement date .
- Clawback: Company maintains Detrimental Conduct Agreement and Incentive Compensation Recoupment Policy to recover performance-based compensation under specified circumstances .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 AIA paid at 175% of target (140% company x 125% individual) and 2022 PRSUs vested at the 120% cap on very strong three-year ROE/TSR versus peers, suggesting compensation is tightly tied to outperformance .
- Limited near-term selling pressure but meaningful supply overhang: In 2024 Seeger exercised 61.6k options ($5.43m value realized) and had 35.1k PRSUs vest ($7.07m), while substantial unearned PRSUs and 2022 PSOs remain outstanding with multi-year vesting/performance gates—creating future potential supply tied to performance and time-based triggers .
- Retention risk mitigants: Significant unvested equity, robust stock ownership requirements (all NEOs above targets as of March 3, 2025), and 1.5x cash severance framework reduce flight risk; clawback, hedging bans, and pledging restrictions reinforce alignment and governance .
- Change-in-control economics: CIC cash severance equals non-CIC severance ($5.7m), with no automatic LTIA acceleration indicated in the table for CIC; PSO and PRSU vesting remains performance and time conditioned, limiting windfall risk absent qualifying termination .
Overall signal: Compensation structure emphasizes multi-year ROE/TSR and capital discipline via positive cumulative net income requirements on options, aligning with shareholder value creation and suggesting neutral-to-positive governance quality from an investor perspective .