Lynn A. Pike
AMERICAN EXPRESSAbout Lynn A. Pike
Lynn A. Pike (age 68) is an independent director of American Express Company (AXP) since 2020 and currently serves as Chair of the Compensation and Benefits Committee. She brings extensive payments and financial services leadership experience, including prior presidencies at Capital One Bank and Bank of America business banking, and has chaired the Board of American Express National Bank (AENB) since 2019 (co‑Chair with the CEO in 2021–2022). She is a graduate of the Executive School of Marketing at Duke University’s Fuqua School of Business. The Board determined she is independent under NYSE and AXP guidelines, and she met the company’s attendance expectations in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express National Bank (AENB) | Board Chair (co‑Chair 2021–2022), Director; Audit Committee; Risk & Compliance Committee | Director since 2013; Chair since 2019 | Chairs U.S. bank subsidiary Board; oversight of audit and risk/compliance for AENB |
| Capital One Bank | President; member of Executive Committee | 2007–2012 | Led bank operations at scale; senior leadership governance |
| Bank of America | President, Business Banking; President of California | 2004–2007 | Led regional/state and business banking portfolios |
| FleetBoston | Managing Director, Consumer Banking | 2002–2004 | Consumer banking leadership pre‑acquisition by Bank of America |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hiscox Ltd | Non‑executive director; Chair of Risk Committee; Member of Audit; Nominations & Governance; Remuneration; Investment | Current | Multi‑committee oversight; risk chair for global insurer |
Board Governance
- Committee assignments (AXP): Chair, Compensation & Benefits Committee (as of 2025); previously a member in 2024.
- Independence: Board determined all nominees other than the CEO are independent; Pike is independent.
- Attendance and engagement: In 2024, the Board met 7 times and committees met 24 times; all directors attended ≥75% of meetings (AXP reduces board cash retainer by $20,000 if attendance is below 75%, reinforcing engagement).
- Director sessions: Independent directors met in executive session at each regularly scheduled Board meeting.
- Outside board limits: AXP policy limits non‑CEO directors to service on ≤4 public company boards; audit committee members should serve on ≤2 other public company audit committees.
Fixed Compensation
2024 non‑management director compensation components and Pike’s reported amounts:
| Component | Program Detail | Pike’s 2024 Amount |
|---|---|---|
| Board cash retainer | $110,000 annual retainer | $110,000 |
| Committee membership retainer | $15,000 per year for Compensation & Benefits (and Nominating) members | $15,000 (Comp member in 2024) |
| Committee chair retainer | $15,000 (Comp & Benefits); $20,000 (Audit; Risk) | $0 in 2024 (not chair) |
| Equity grant (SEUs) | $220,000 grant on May 6, 2024; credited 955 SEUs; dividend equivalents accrue | $220,000; 955 SEUs |
| All other compensation | Dividend equivalents credited; group life premium; other director program items | $263,840 total; includes $18,789 dividend equivalents |
| AENB Board retainer | Chair of AENB Board annual cash retainer | $245,000 (included in “All Other Compensation”) |
| Total 2024 director comp | Sum of cash fees, equity awards, other | $608,840 |
Program changes for 2025: SEU grant value increased modestly to $240,000 per non‑management director; Lead Independent Director SEU portion ($75,000) unchanged.
Notes:
- SEUs must be held until service ends; payable in cash equal to then‑value of one common share at distribution; dividend equivalents accrue as additional SEUs.
- Directors may defer cash retainers into cash or SEU accounts under the Deferred Compensation Plan; cash deferrals earn 120% of the applicable federal long‑term rate.
Performance Compensation
For AXP non‑management directors, there is no performance‑conditioned pay; equity is delivered as SEUs that are time‑held through board service (no TSR/ROE hurdles), and meeting fees are not paid. Attendance shortfalls reduce the board cash retainer by $20,000, creating a compliance‑based condition.
| Equity Award Type | Grant Value | Units/Grant | Vesting/Distribution | Performance Metrics |
|---|---|---|---|---|
| SEUs (2024) | $220,000 | 955 SEUs | Held until board service ends; distributed in cash equal to share value at distribution; dividend equivalents accrue | None (time‑held; no performance hurdles) |
Other Directorships & Interlocks
| Company | Industry Relationship to AXP | Interlock/Conflict Considerations |
|---|---|---|
| Hiscox Ltd | Insurance (merchant/customer relationships not disclosed in proxy) | No AXP‑disclosed related‑party transactions involving Pike; Related Person Transaction Policy governs >$120k transactions; none reported since Jan 1, 2024 beyond categories noted. |
| AENB (AXP subsidiary) | Internal subsidiary governance | Paid subsidiary board retainer disclosed; independence at AXP affirmed; AENB role enhances banking oversight. |
Expertise & Qualifications
- Core skills: Audit oversight; brand & marketing; operations & management; financial services & investment; government/legal/regulatory; public company governance; risk management & oversight.
- Payments/banking leadership: Former President roles at Capital One Bank; Bank of America; managing director at FleetBoston.
- Education: Executive School of Marketing, Fuqua School of Business, Duke University.
Equity Ownership
| Measure | Value |
|---|---|
| SEUs balance (Dec 31, 2024) | 7,466 SEUs (includes reinvested dividend equivalents and deferrals) |
| Stock ownership guideline | Directors required to hold $1 million in AXP shares/SEUs within five years; all have achieved or are on track. |
| Hedging/pledging policy | Hedging and pledging of AXP securities prohibited for directors; all director transactions require pre‑clearance. |
Governance Assessment
- Committee leadership and expertise: Pike’s elevation to Chair of the Compensation & Benefits Committee in 2025 positions her centrally in pay governance, with explicit committee responsibilities to balance risk with incentives, oversee clawbacks, and review talent/well‑being strategies—supporting investor confidence in compensation oversight.
- Independence and attendance: Affirmed independent; met attendance thresholds; engagement reinforced by cash retainer reduction policy for <75% attendance, though not triggered for her.
- Ownership alignment: Significant SEU holdings and a $1 million stock ownership guideline, plus bans on hedging/pledging, align director interests with long‑term shareholder value.
- Potential conflicts: Subsidiary AENB chair retainer disclosed and included in compensation; Board independence determinations remain intact; no related‑party transactions involving Pike reported for 2024–2025.
RED FLAGS: None disclosed specific to Pike. Monitoring areas include workload across AXP/AENB/Hiscox committees and continuous review of director compensation structure to ensure balance of cash vs equity and avoidance of perquisite creep; current disclosures indicate benchmarking and modest changes in 2025.