Randal K. Quarles
AMERICAN EXPRESSAbout Randal K. Quarles
Randal K. Quarles was elected to the American Express (AXP) Board of Directors effective July 23, 2025, and will serve on the Nominating, Governance & Public Responsibility (NGPR) Committee and the Risk Committee . He is Executive Chairman and Co‑Founder of The Cynosure Group (since 2022), and previously served as Vice Chairman for Supervision at the Federal Reserve Board (2017–2021) while chairing the Financial Stability Board; earlier roles include Managing Partner at Cynosure (2013–2017), Partner at The Carlyle Group (2007–2013), senior Treasury posts, IMF U.S. Executive Director, and Partner at Davis Polk. He holds a BA from Columbia University and a JD from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cynosure Group | Executive Chairman & Co‑Founder | 2022–present | Leads diversified investment firm; private equity oversight |
| Board of Governors of the Federal Reserve System | Vice Chairman for Supervision | 2017–2021 | Oversaw U.S. bank regulatory framework; chaired Financial Stability Board |
| Financial Stability Board | Chair | 2017–2021 | Led global coordination on financial system stability |
| The Cynosure Group | Managing Partner | 2013–2017 | Built investment platform; portfolio oversight |
| The Carlyle Group | Partner | 2007–2013 | Private equity investing; financial services focus |
| U.S. Department of the Treasury | Under Secretary for Domestic Finance; Assistant Secretary for International Affairs | 2002–2006 (Under Secretary 2005–2006; Assistant Secretary 2002–2005) | Policy Chair of CFIUS; led domestic and international finance policy |
| International Monetary Fund | U.S. Executive Director | 2001–2002 | Represented U.S. at IMF Board |
| Davis Polk & Wardwell | Partner | 1993–2001 | Financial institutions regulatory/transactions |
| U.S. Department of the Treasury | Deputy Assistant Secretary for Financial Institutions; Special Assistant to the Secretary for Banking Legislation | 1991–1993 | Banking legislation and supervisory policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Patomak Global Partners, LLC | Supervisory Board member | Current | Financial services consulting governance |
| Intermountain Health | Director | Current | Largest hospital system in Mountain West |
| GSS UK Services Limited | Director | Current | Compliance technology for financial firms |
| Hampton Roads Bankshares Inc. | Director (prior) | Prior service | Former public bank holding company |
| NTR Acquisition Co. | Director (prior) | Prior service | Prior SPAC board role |
Board Governance
- Committee assignments: NGPR Committee and Risk Committee (member) .
- Independence: AXP states all directors other than the Chairman are independent; board committees (Risk, Audit & Compliance, Compensation & Benefits) consist entirely of independent directors. Quarles’ committee service implies independence under NYSE rules .
- Risk oversight structure: Risk is primarily overseen via Board-level Risk, Audit & Compliance, and Compensation committees, with regular executive sessions with CFO/CRO/CCO/CAE and outside advisors; the Risk Committee chair is a public company CFO, and the committee must include members experienced in risk of large, complex financial firms—Quarles’ regulatory track record is aligned with this requirement .
- Executive sessions: Independent directors hold executive sessions at each regular in-person Board meeting; independent committee chairs lead executive sessions at committee meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $110,000 | Retained for non-Management directors; reduced by $20,000 if attendance <75% of aggregate Board and committee meetings . |
| Committee member retainers | Risk: $20,000; NGPR: $15,000 | Paid annually per committee membership; Audit & Compliance also $20,000; Compensation & Benefits also $15,000 . |
| Committee chair retainers | Audit & Compliance/Risk: $20,000; Compensation & Benefits/NGPR: $15,000 | Applicable only if serving as chair . |
| Lead Independent Director retainer | $100,000 (cash $25,000; SEUs $75,000) | For LID only; not applicable to Quarles . |
| Group term life insurance | $50,000 coverage | Provided on employee‑like basis; company pays premium . |
| Matching Gift Program | Up to $10,000 match annually | Eligible charitable organizations; matched by Amex Foundation . |
| Deferred compensation interest | 120% of applicable federal long-term rate (cash deferrals) | Directors may defer up to 100% of retainer to cash account or SEU account . |
Quarles will participate in the non‑employee director compensation program described in the March 14, 2025 proxy, per Item 5.02 of the July 23, 2025 Form 8‑K . Actual paid amounts and any pro‑ration for mid‑year appointment are not disclosed.
Performance Compensation
| Element | Value/Mechanics | Notes |
|---|---|---|
| Annual SEU grant (Share Equivalent Units) | $240,000 value beginning in 2025 | Increased from $220,000; credited to SEU accounts for each non‑Management director elected at the annual meeting . |
| Grant timing & unit calculation | Credited at annual meeting; e.g., 2024 grant reflected 955 SEUs for $220,000 based on 15‑day average price | Units equal the value divided by average market price over the preceding 15 trading days . |
| Dividend equivalents | Additional SEUs credited for dividends; no voting rights; SEUs payable in cash at distribution | Must be held at least until Board service ends . |
| Performance conditions | None | Director SEUs are not tied to performance metrics; they align interests via equity‑linked value . |
| Options/PSUs | Not used for directors | Director compensation is via cash retainers and SEUs . |
Other Directorships & Interlocks
- Current boards/roles: Patomak Global Partners (Supervisory Board), Intermountain Health (Director), GSS UK Services Limited (Director) .
- Prior public company boards: Hampton Roads Bankshares Inc.; NTR Acquisition Co. .
- Related‑party/ordinary course relationships: The July 23, 2025 8‑K discloses Quarles (and Wallace) and their immediate families are directors/employees/equity holders in companies with which Amex has ordinary course business relationships (e.g., merchant acceptance); such relationships existed prior to election and may continue .
Expertise & Qualifications
- Financial regulation and systemic risk leadership (Fed Vice Chair for Supervision; FSB Chair) .
- Private equity and investment oversight (Cynosure Executive Chairman; Carlyle Partner) .
- Treasury and international finance policy (Under Secretary; Assistant Secretary; IMF U.S. Executive Director) .
- Legal background (Davis Polk Partner) and elite education (Columbia BA; Yale JD) .
Equity Ownership
- Director stock ownership guideline: Non‑Management directors must hold $1,000,000 in Amex shares (directly or via SEUs) within five years of joining the Board .
- Hedging and pledging: Prohibited for directors and senior management .
- Beneficial ownership and SEU balances: Not yet disclosed for Quarles as of the March 14, 2025 proxy; will be tracked in future filings .
Governance Assessment
- Board effectiveness: Quarles’ appointment strengthens risk oversight and regulatory insight on the Risk Committee, aligning with AXP’s enhanced prudential standards requirement for risk‑experienced directors .
- Independence & engagement: Committee composition is fully independent; executive sessions are standard; Quarles’ roles suggest strong governance alignment .
- Compensation & alignment: Director pay uses equity‑linked SEUs ($240,000 in 2025) and ownership guidelines, promoting alignment; no performance‑based metrics or options for directors .
- Potential conflicts & oversight: Ordinary course relationships disclosed in 8‑K are typical for large networks and do not, by themselves, indicate related‑party conflicts; continued monitoring is prudent given his private equity leadership and multiple board roles .
RED FLAGS to monitor
- Any non‑ordinary course transactions involving entities where Quarles has significant financial interests (e.g., Cynosure portfolio companies) .
- Compliance with $1 million ownership guideline within the five‑year window following July 23, 2025 .
- Attendance and committee participation rates will only be available after the next proxy cycle; monitor for ≥75% attendance threshold affecting cash retainer .