Noel Wallace
AMERICAN EXPRESSAbout Noel Wallace
Noel R. Wallace was elected to the American Express (AXP) Board of Directors on July 23, 2025, and will serve on the Audit and Compliance Committee and the Compensation and Benefits Committee . He is Chairman and CEO of Colgate-Palmolive (CEO since 2019; Chairman since 2020), with a global operating background across marketing and international business; he holds a BBA from Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colgate-Palmolive | Chairman of the Board | 2020–present | Led board oversight of global consumer brands |
| Colgate-Palmolive | President & CEO | 2019–present | Drove growth and transformation of global operations |
| Colgate-Palmolive | President & COO (worldwide operating units) | 2018–2019 | Led all operating units globally |
| Colgate-Palmolive | COO, Global Innovation & Growth and Hill’s Pet Nutrition | 2016–2018 | Oversaw innovation pipeline and pet nutrition unit |
| Colgate-Palmolive | President, Latin America | 2013–2016 | Ran regional P&L and market development |
| Colgate-Palmolive | President, North America & Global Sustainability | 2010–2013 | Led NA business and sustainability programs |
| Colgate-Palmolive | Various management roles | 1987–2010 | Progressed through global senior management positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Consumer Goods Forum | Director | 2019–present | Global industry body |
| New York-Presbyterian Hospital | Trustee | 2021–present | Major healthcare system governance |
| Kellanova (formerly Kellogg Company) | Director | 2015–2018 | Prior public company board service |
Board Governance
- Committee assignments: Audit and Compliance; Compensation and Benefits .
- Independence: AXP’s Audit and Compensation committees consist entirely of independent directors under company policy; Wallace’s appointment to both indicates he is expected to meet independence standards, with formal determinations made per AXP’s Corporate Governance Principles .
- Engagement and attendance context: AXP policy reduces the $110,000 board retainer by $20,000 if a director attends less than 75% of aggregate Board and committee meetings; in 2024 all directors met at least the 75% threshold, and independent director executive sessions were held at each regular Board meeting .
Fixed Compensation
AXP non-management director compensation program components applicable to Wallace:
| Component | Structure | Amount |
|---|---|---|
| Board annual cash retainer | Fixed cash retainer; reduced by $20,000 if <75% attendance | $110,000 |
| Committee membership fee | Audit and Compliance member | $20,000 |
| Committee membership fee | Compensation and Benefits member | $15,000 |
| Meeting fees | None paid for attending meetings | $0 |
| Chair fees | Not applicable (not a chair) | $0 |
Notes: Wallace will participate in AXP’s non-employee director compensation program per the July 23, 2025 8-K; actual paid amounts may be prorated by service date, but AXP does not disclose prorating details in the 8-K .
Performance Compensation
AXP director equity is granted as Share Equivalent Units (SEUs), which track the value of AXP common shares and accrue dividend equivalents; they are not tied to operating performance metrics.
| Equity Instrument | Grant Value (2025 Program) | Features |
|---|---|---|
| Share Equivalent Units (SEUs) | $240,000 credited to each non-management director elected in 2025 | SEUs mirror share value, accrue dividend equivalents, held until end of Board service; paid in cash equal to share value at distribution |
No performance scorecard or PSU metrics apply to director equity awards; those apply to executive officers, not directors .
Other Directorships & Interlocks
- As CEO/Chairman of Colgate-Palmolive, Wallace is associated with a company that may engage in ordinary course relationships with AXP (e.g., card acceptance, corporate card/travel services), consistent with AXP’s standard terms; AXP’s 8-K notes he and his immediate family are connected to companies with ordinary course dealings with AXP, with fees paid/received in such transactions .
- Related Person Transactions oversight: AXP’s NGPR Committee administers a policy requiring prior review and approval of transactions >$120,000 in which a Related Person has a material interest; only transactions consistent with the Company’s best interests are approved .
Expertise & Qualifications
- Global consumer brand leadership, marketing, and international operations expertise from senior roles at Colgate-Palmolive .
- Prior public company board experience (Kellanova) and current service in industry/nonprofit governance (Consumer Goods Forum; New York-Presbyterian) .
- Education: Bachelor of Business Administration, Texas A&M University .
Equity Ownership
| Security | Amount | Ownership Form | Disclosure Date |
|---|---|---|---|
| AXP Common Stock | 22 shares | Direct (D) | Form 3 filed July 29, 2025 |
- Director stock ownership guideline: Non-management directors must hold $1 million in shares/SEUs within five years of joining the Board; Wallace will be subject to this guideline .
- Hedging/pledging: Prohibited for directors; all director trades must be pre-cleared .
Governance Assessment
- Board effectiveness: Placement on Audit and Compensation committees leverages Wallace’s global operating and brand expertise while subjecting him to committees with stringent independence requirements—positive for oversight breadth and challenge to management .
- Independence and conflicts: While ordinary course business interactions with companies associated with Wallace are disclosed, AXP’s Related Person Transaction Policy and NGPR oversight mitigate conflict risk; transactions must be on arm’s-length, customer-general terms and are reviewed for consistency with Company interests .
- Compensation alignment: Director pay is balanced between cash retainers and equity via SEUs that align with shareholder value; attendance-linked retainer reduction strengthens accountability .
- Shareholder signals: AXP’s 2024 Say-on-Pay approval was 95.1%, indicating strong investor support for overall compensation governance—a favorable backdrop for board confidence .
- Risk controls: Committee structures (Audit, Risk, Compensation) and prohibitions on hedging/pledging support investor alignment and reduce red-flag behaviors; cybersecurity oversight frequency and risk governance rigor further bolster board effectiveness .
RED FLAGS to Monitor
- Ongoing related-party exposure through ordinary course relationships with Colgate-Palmolive and other associated entities should continue under NGPR oversight to ensure independence perceptions remain strong .
- Ownership guideline progress toward $1 million within five years should be tracked; initial holdings are small (22 shares), so SEU credits and future accumulation are key to alignment .