Stephen J. Squeri
AMERICAN EXPRESSAbout Stephen J. Squeri
Stephen J. Squeri, age 66, has served as Chairman and Chief Executive Officer of American Express since 2018 and has held numerous leadership roles over his ~40-year tenure at the Company, including Vice Chairman, Group President of Global Corporate Services, Group President of Global Services, and Executive Vice President and Chief Information Officer . Under his leadership, 2024 results included record revenues of $65.9B, EPS of $14.01, ROE of 35%, and a 1-year TSR of 60% versus the S&P Financials Index (+30 pts of outperformance) . He holds a B.S. and MBA from Manhattan College .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Express | Vice Chairman | Not disclosed | Senior enterprise leadership and board-level oversight |
| American Express | Group President, Global Corporate Services | Not disclosed | Led corporate client franchise growth and services |
| American Express | Group President, Global Services | Not disclosed | Scaled global servicing and operational capabilities |
| American Express | EVP & Chief Information Officer | Not disclosed | Led technology and information systems |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Manhattan College | Chairman, Board of Trustees | Not disclosed | Non-profit governance |
| Memorial Sloan Kettering Cancer Center | Board of Overseers | Not disclosed | Non-profit governance |
| The Valerie Fund | Trustee | Not disclosed | Non-profit governance |
| Monsignor McClancy Memorial High School | Board of Governors | Not disclosed | Non-profit governance |
| Business Roundtable; Business Council; American Society of Corporate Executives | Member | Not disclosed | Business leadership forums |
Fixed Compensation
| Metric | 2024 | 2025 (target/set) |
|---|---|---|
| Base salary ($) | $1,500,000 | $1,750,000 |
| Target AIA (Annual Incentive Award) ($) | $6,000,000 | $6,250,000 |
Performance Compensation
-
Annual incentive (AIA) structure and 2024 outcomes:
- Scorecard weights: Shareholder 60% (Revenue Growth 50%, EPS 25%, ROE 25%); Customer 10%; Colleague 10%; Strategic 20% .
- 2024 multipliers: Company 140%; CEO individual 125% .
- CEO AIA payout 2024: $10,500,000 .
-
Long-term incentives:
- Mix: 80% PRSUs (3-year cliff, vest 0–120% based on relative ROE and TSR vs CCAR peer set incl. MA, V, PYPL); 20% Stock Options (3-year cliff, 10-year term, vesting requires positive cumulative net income) .
- 2025 grants for 2024 performance: PRSUs $21.6M; Stock Options $5.4M (total $27.0M) .
- PRSUs vesting curve: 75th percentile ROE = 100% vest; 90th percentile = 120%; if TSR < 67th percentile, vesting capped at 100% .
- 2022 PRSUs settled at 120% based on 3-year ROE at 91st percentile and TSR at 100th percentile through 12/31/24 .
| AIA 2024 (CEO) | Weight | Target | Actual | Outcome/Payout | Notes |
|---|---|---|---|---|---|
| Company performance multiplier | — | 100% | 140% | 140% | Shareholder significantly outperformed; Customer outperformed; Colleague significantly outperformed; Strategic outperformed |
| Individual multiplier | — | — | 125% | 125% | Leadership, strategy, investor and regulatory engagement |
| AIA cash payout ($) | — | $6,000,000 | — | $10,500,000 | Paid Feb 2025; design caps company multiplier at 150% |
| LTIA (granted Jan 2025 for 2024) | Metric | Vesting | Amount ($) |
|---|---|---|---|
| PRSUs | Relative ROE and TSR vs CCAR + payments peers | 3-year cliff; 0–120% payout | $21,600,000 |
| Stock Options | Positive cumulative net income | 3-year cliff; 10-year term | $5,400,000 |
| 2022 PRSU settlement | 3-yr ROE 91st pct; TSR 100th pct | Max 120% payout | 120% of target shares vested |
Multi‑Year CEO Compensation (SCT)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,500,000 | $1,500,000 | $1,500,000 |
| Bonus (AIA cash) | $10,312,500 | $9,750,000 | $10,500,000 |
| Stock awards (grant-date ASC 718) | $16,834,744 | $19,287,280 | $19,762,638 |
| Option awards (grant-date ASC 718) | $18,799,985 | $4,449,964 | $4,449,938 |
| All other compensation | $579,009 | $625,127 | $888,802 |
| Total | $48,029,631 | $35,676,905 | $37,164,405 |
Notes:
- “Total direct compensation” the Committee determined for 2024 was $39M (AIA $10.5M; LTIA $27M; salary $1.5M), 31% above target, reflecting record revenue, EPS growth and TSR .
Equity Ownership & Alignment
- Beneficial ownership: 191,224 shares; right to acquire within 60 days: 271,754 (options/awards) .
- Unvested PRSUs outstanding at 12/31/24: 106,405 (2024 grant), 123,033 (2023 grant), 103,015 (2022 grant) .
- Unexercised options outstanding at 12/31/24: 64,849 @ $200.74 exp. 1/31/2034; 74,129 @ $173.61 exp. 2/1/2033; 68,716 @ $177.06 exp. 1/28/2032; vested legacy tranches remain from 2019–2021 .
- 2024 liquidity events: exercised 170,632 options (value realized $31,868,185) and vested 115,740 PRSUs (value realized $23,313,508) .
- Ownership policies:
- Robust CEO/NEO stock ownership requirements; as of Mar 3, 2025 all NEOs exceed requirements .
- Hedging and pledging of Company stock prohibited for directors and executive officers; all trades require pre‑clearance .
- Director pay: CEO does not receive incremental compensation for Board service .
| Beneficial Ownership (12/31/24) | Count/Value |
|---|---|
| Shares owned | 191,224 |
| Right to acquire within 60 days | 271,754 |
| Unvested PRSUs (2022/2023/2024) | 103,015 / 123,033 / 106,405 |
| Unexercised SOs (shares; strike; expiry) | 68,716 @ $177.06 (1/28/2032); 74,129 @ $173.61 (2/1/2033); 64,849 @ $200.74 (1/31/2034) |
| 2024 options exercised (value) | 170,632 ($31,868,185) |
| 2024 PRSUs vested (value) | 115,740 ($23,313,508) |
Employment Terms
- No individual employment agreement; compensation delivered via plan-based AIA/LTIA and severance plan .
- Severance: Senior Executive Severance Plan provides 1.5x base salary + target AIA, plus pro‑rata AIA at Committee discretion; benefits continue during severance; non‑compete, non‑solicit, confidentiality, and non‑denigration provisions apply during severance .
- Change-in-control: double-trigger; upon qualifying CIC termination, PRSUs vest based on performance attained to termination; options vest; AIA pays average of prior two years .
- Clawbacks/recoupment:
- NYSE/SEC “erroneously awarded” policy: recover incentive comp after a restatement (regardless of fault) .
- Detrimental conduct forfeiture/recoupment for ~1,800 colleagues including CEO .
- Additional restatement-based incentive recoupment policy .
- CEO AIA cash subject to discretionary recoupment if subsequent year performance is not acceptable .
| Potential Payments as of 12/31/24 | Retirement | Death | Disability | Term w/o cause (no CIC) | Term w/o cause or constructive term (CIC) |
|---|---|---|---|---|---|
| Severance ($) | $0 | $0 | $0 | $11,250,000 | $11,250,000 |
| Value of LTIA ($) | $105,811,509 | $0 | $0 | $0 | $0 |
| Other benefits ($) | $780,720 | $0 | $0 | $135,301 | $135,301 |
| Total incremental ($) | $106,592,229 | $0 | $0 | $11,385,301 | $11,385,301 |
Perquisites, Retirement & Deferred Compensation
| Category | 2024 CEO Amount |
|---|---|
| Personal aircraft (incremental cost) | $272,140 |
| Personal security | $317,230 |
| Local/other travel + misc. | $56,204 (incl. $52,424 local) |
| Total perquisites | $645,574 |
| Company contributions to defined contribution plans | $240,000 |
| Executive life insurance (imputed income) | $3,228 |
| Pension PVAB (Retirement Plan + RRP) | $1,323,563 |
| Deferred comp – CEO 2024 contributions/earnings/balance | $1,502,964 / $3,028,255 / $23,538,140 |
Governance practices include limited perquisites, no excise tax gross‑ups upon CIC, no repricing of options, and prohibition of hedging/pledging for senior management .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR ($100 initial investment) | $98 | $135 | $124 | $159 | $255 |
| Net Income ($M) | $3,135 | $8,060 | $7,514 | $8,374 | $10,129 |
| ROE (%) | 14% | 34% | 32% | 32% | 35% |
Additional 2024 highlights: total revenues net of interest expense $65.9B (+9% reported; +10% FX‑adjusted), EPS $14.01, $7.9B returned to shareholders via buybacks/dividends . Scorecard achievements included refreshed >40 products, record 13M new proprietary cards, ~99% US merchant parity, and operating leverage .
Board Governance & Service (dual-role implications)
- Board service: Director and Chairman since 2018; not a member of any committees .
- Independence: All directors are independent except the Chairman/CEO; a robust Lead Independent Director (John J. Brennan) presides over executive sessions and has extensive, clearly defined authorities (agenda, schedules, evaluations, shareholder engagement, succession) .
- Combined Chair/CEO rationale: Board annually reviews leadership structure and maintains strong LID role and independent committee chairs; current structure deemed optimal for strategy alignment and independent oversight .
- Director compensation: CEO receives no incremental board compensation .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024 .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 95.1% approval at 2024 Annual Meeting .
- Program changes in response to feedback: Increased Shareholder category weight in AIA from 45% to 60% and removed “Diversity Representation” as a performance goal; maintained for 2025 .
Compensation Committee & Peer Group
- Compensation & Benefits Committee (independent; Semler Brossy as independent consultant; no conflicts): provides program oversight, risk-balancing, clawback administration; 5 meetings in 2024 .
- Compensation Peer Group (used for benchmarking; stable for 8 years): Financial Institutions (e.g., BAC, C, JPM, WFC, MS, GS, USB, BLK, COF, BK), Iconic Consumer Brands (KO, CL, NKE, PEP, SBUX), Payments/Tech (CSCO, DFS, MA, PYPL, V) .
Scorecard Metrics & Risk Controls (design)
- AIA scorecard spans shareholder/customer/colleague/strategic with explicit risk oversight; Chief Risk Officer certifies results within risk appetite; company multiplier capped at 150% .
- LTIA peer group for PRSU comparisons: S&P 500 CCAR companies plus Mastercard, Visa, PayPal (Charles Schwab added for 2025 awards) .
- Robust clawbacks and pre-clearance; prohibition of hedging/pledging; at least 50% of executive incentive compensation deferred ≥3 years .
Related Party Transactions and Other Governance Items
- Prohibition on hedging/pledging for directors/executives; pre‑clearance of trades .
- Related parties: CEO’s sister‑in‑law employed in non‑officer role; 2024 compensation between $330,000 and $355,000; reviewed under Related Person Transaction Policy .
Education, Expertise & Qualifications
- Education: B.S. and MBA from Manhattan College .
- Expertise: Audit oversight, brand & marketing, operations & human capital, financial services, global business, public-company CEO governance, risk management, and technology/cybersecurity .
Director Compensation (context)
- Non‑management director annual equity SEUs increased to $240,000 in 2025; Lead Independent Director incremental $75,000 in SEUs; cash retainers as disclosed. CEO receives no incremental compensation for board service .
Investment Implications
- Strong pay-performance alignment: 96% of CEO 2024 pay performance-based; AIA shifted toward financial metrics (60% Shareholder weight) and PRSUs tied to relative ROE/TSR; clawbacks and deferrals reduce risk of imprudent behavior .
- Retention and alignment: Large unvested PRSUs/options with performance and net-income conditions, plus robust ownership requirements (all NEOs exceed) suggest high alignment and moderate retention risk despite 2024 option exercises .
- Governance: Combined Chair/CEO role mitigated by a strong Lead Independent Director and fully independent committees; ongoing high Say‑on‑Pay support (95%) reduces near‑term shareholder activism risk on compensation .
- Watch items: Continued monitoring of insider sales (noting 2024 exercises), evolving regulatory capital/risk standards (Category III migration and preparation toward Category II), and sustainability of above‑peer ROE/TSR trajectories embedded in PRSU design .