Lisa W. Wardell
AMERICAN EXPRESSAbout Lisa W. Wardell
Independent director at American Express Company since 2021; age 55. Former Executive Chairman (2021–2022) and Chairman & CEO (2016–2021) of Adtalem Global Education; previously EVP & COO at The RLJ Companies (2004–2016). Education: BA Vassar College, JD Stanford University, MBA University of Pennsylvania. Board skills include audit oversight, risk management, financial services/investment experience, global business, and public company CEO/governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adtalem Global Education, Inc. | Executive Chairman | 2021–2022 | Led board oversight of mission/strategy; stakeholder engagement |
| Adtalem Global Education, Inc. | Chairman & CEO | 2016–2021 | Strategic repositioning; acquisitions/integration; turnarounds/divestitures of non-core assets |
| The RLJ Companies | EVP & COO | 2004–2016 | Managed portfolio incl. strategic partnerships, M&A, operations, finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adtalem Global Education, Inc. | Director | Current | Public company board |
| Univar Solutions | Director | Current | Privately owned chemical distribution company |
| Lowe’s Companies | Director | Prior 5 years | Former public company board |
| G-III Apparel Group, Ltd. | Director | Prior 5 years | Former public company board |
| Business Council | Member | Current | Executive leadership network |
| Executive Leadership Council | Member | Current | Leadership organization |
| Economic Club of Chicago | Director | Current | Civic/economic forum |
Board Governance
- Committee assignments (2025): Audit and Compliance; Risk. She is designated as an Audit Committee Financial Expert under SEC rules; joined Audit and Compliance on March 6, 2024; Risk Committee member throughout 2024 .
- Independence: The Board determined in March 2025 that all nominees other than the CEO are independent; Lisa Wardell is independent .
- Attendance: In 2024, Board met 7 times and committees met 24 times; all directors attended at least 75% of meetings of the Board and committees on which they served .
- Engagement: Independent directors hold executive sessions at each regularly scheduled Board meeting; robust evaluation and shareholder engagement practices .
- Risk oversight: Risk Committee provides ERM oversight; Audit and Compliance oversees financial reporting, internal controls, and compliance; Lisa’s committee roles align with these mandates .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $146,429 | Includes Board retainer ($110,000), committee member retainers (Audit & Compliance $20,000; Risk $20,000), and any prorations/deferrals . Footnote details committee fees: Audit & Compliance members $20,000; Risk members $20,000; Compensation & Benefits $15,000; NGPR $15,000. Board retainer reduced by $20,000 if attendance <75% . |
| Stock Awards (SEUs) | $220,000 | 955 SEUs credited at May 6, 2024, based on 15-day average market price; SEUs accrue dividend equivalents; paid in cash at distribution, no voting rights . |
| All Other Compensation | $19,043 | Includes dividend equivalent reinvestments, insurance ($50,000 group term life policy premium included), and any matching gifts (up to $10,000) . |
Additional program features:
- Deferred Compensation Plan for Directors: Up to 100% of annual retainer may be deferred into (1) cash account credited at 120% of the applicable federal long-term rate, or (2) SEU account; paid in cash upon payout .
- 2025 update: Non-Management directors will be credited with SEUs of $240,000 (vs. $220,000 in 2024); Lead Independent Director SEU portion remains $75,000 .
- Director ownership guideline: $1 million in shares/SEUs within 5 years; all non-Management directors have achieved or are on track .
Performance Compensation
| Metric Category | Metrics | Disclosure for Directors |
|---|---|---|
| Equity performance metrics | TSR, ROE, revenue, ESG targets | None disclosed for director compensation; directors receive fixed-value SEUs (with dividend equivalents) and cash retainers; no performance-vesting or options for directors . |
Directors at AXP are not granted performance-vested equity; SEUs are time-based units credited annually and payable in cash upon distribution, aligning director pay with shareholder value without explicit performance hurdles .
Other Directorships & Interlocks
- Public boards: Adtalem Global Education (current); Lowe’s; G‑III Apparel Group (prior) .
- Private board: Univar Solutions (current) .
- Related-party transactions policy: NGPR Committee administers the Related Person Transaction Policy; pre-approved ordinary course relationships include card usage/merchant acceptance; no material related-person transactions reported for directors since Jan 1, 2024 beyond ordinary course .
- Trading policy: Prohibition of hedging and pledging by directors; pre-clearance required for trades by directors/their immediate family .
Expertise & Qualifications
- Skills matrix: Audit oversight; core operations/management; financial services & investment; global business; public company CEO experience; public company governance; risk management & oversight .
- Audit Committee Financial Expert designation: Meets SEC criteria .
Equity Ownership
| Metric | Mar 7, 2022 | Mar 6, 2023 | Mar 8, 2024 | Mar 3, 2025 |
|---|---|---|---|---|
| Common Shares Beneficially Owned | — | — | — | — |
| Right to Acquire within 60 days | — | — | — | — |
| SEUs (Director Stock Equivalent Units) | 1,948 | 4,051 | 6,270 | 7,885 |
- Ownership alignment: Subject to $1 million guideline and anti-hedging/pledging; directors accrue dividend equivalents on SEUs; SEUs payable in cash at distribution, mirroring share value .
- Group ownership context: Directors/officers collectively held 698,464 shares and rights to acquire 774,195 shares as of March 3, 2025; Lisa’s beneficial ownership is via SEUs, with no common shares reported under SEC rules .
Governance Assessment
- Committee effectiveness: Service on Audit and Compliance and Risk aligns with her audit/risk skillset; designation as audit financial expert strengthens financial oversight credibility .
- Independence and attendance: Independent; met attendance expectations (Board and committees 2024 ≥75%)—positive governance signal .
- Compensation alignment: Director pay mix balanced between cash retainers and fixed-value SEUs; SEUs tie director value to share price; ownership guideline enhances alignment; no performance-vested equity limits pay-for-performance complexity at the board level .
- Conflicts/related-party exposure: No material related-person transactions disclosed involving Lisa; ordinary-course card/merchant relationships are overseen under policy; anti-hedging/pledging plus pre-clear trading reduce alignment risks .
- Shareholder sentiment: Say-on-Pay approval of 95.1% in 2024 indicates broad investor support for compensation governance, a favorable backdrop for board confidence .
RED FLAGS: None disclosed specific to Wardell. No pledging/hedging, no low attendance, and no related-party transactions beyond ordinary course are reported .
Signals: Audit financial expert designation, risk committee membership, and consistent SEU accumulation support board effectiveness and alignment with shareholders .