Aleem Gillani
US BANCORP \DE\About Aleem Gillani
Aleem Gillani (age 62) is an independent director of U.S. Bancorp, appointed in July 2024. He is a retired Corporate EVP and CFO of SunTrust Banks, with prior roles as Corporate Treasurer and Chief Market Risk Officer; he also held senior roles at PNC Financial Services, FleetBoston Financial, and CIBC, and was the founding chair of the Risk Management Association’s Market Risk Council. At USB, he serves on the Audit and Risk Management Committees and is designated an Audit Committee Financial Expert; externally, he serves on the board of Federal Home Loan Mortgage Corporation (Freddie Mac), where he chairs the Audit Committee. He brings deep financial reporting, financial services, and risk management expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunTrust Banks, Inc. | Chief Financial Officer | Apr 2011 – Mar 2018 | Led financial reporting, controls, capital and risk oversight for a large financial services company |
| SunTrust Banks, Inc. | Corporate Treasurer | Mar 2010 – Apr 2011 | Oversight of capital and liquidity management |
| SunTrust Banks, Inc. | Chief Market Risk Officer | 2007 – 2010 | Enterprise market risk identification, measurement, and governance |
| PNC Financial Services Group | Senior leadership roles | Not disclosed | Various senior roles in large bank operations |
| FleetBoston Financial | Senior leadership roles | Not disclosed | Various senior roles in financial services |
| Canadian Imperial Bank of Commerce | Senior leadership roles | Not disclosed | Various senior roles in financial services |
| Risk Management Association (RMA) | Founding Chair, Market Risk Council; Director | Not disclosed | Set industry market risk standards; long-standing RMA board service |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Mortgage Corporation (Freddie Mac) | Director | 2019 | Audit Committee Chair; Nominating & Governance; Executive Committees |
| Risk Management Association (RMA) | Director; Founding Chair, Market Risk Council | Not disclosed | Industry governance and risk standards development |
Board Governance
- Committee assignments and expertise:
- Audit Committee member (10 meetings in 2024) and designated Audit Committee Financial Expert; joined July 16, 2024.
- Risk Management Committee member (9 meetings in 2024); joined July 16, 2024.
- Independence and tenure:
- Independent non-employee director; elected July 2024; Board determined all non-employee directors, including Gillani, are independent.
- Attendance and engagement:
- The Board held 12 meetings in 2024; each director attended at least 75% of the total meetings of the Board and committees on which they served; average director attendance was 99%. Independent directors meet in executive session at the end of each regularly scheduled Board meeting.
- Governance practices:
- Overboarding limits (no more than three additional public boards absent approval); no hedging or pledging permitted for directors.
| Committee | Role | Joined | 2024 Meetings |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | Jul 16, 2024 | 10 |
| Risk Management | Member | Jul 16, 2024 | 9 |
Fixed Compensation
- Director fee schedule (April 2024 – April 2025 term):
- Annual cash retainer: $100,000; Audit and Risk Management Committee chairs: $45,000; other committee chairs (Compensation & HR, Governance, Public Responsibility): $30,000; Cyber & Technology Subcommittee chair: $25,000; members of Audit and Risk Management Committees (non-chairs): $20,000; special/non-regular meeting fee: $1,500 per meeting. Independent consultant advises on peer alignment.
| FY2024 Director Compensation (Gillani) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 118,167 |
| Stock awards (grant-date fair value) | 154,156 |
| All other compensation | 0 |
| Total | 272,323 |
Notes: Non-employee directors may defer cash fees into the Director Deferred Compensation Plan; in 2024, Gillani is not listed among directors who deferred cash fees.
Performance Compensation
| Equity Element | Terms |
|---|---|
| Annual RSU award | Target ~ $185,000 grant-date fair value, fully vested at grant; delivery upon cessation of board service; dividend equivalents accrued in fully vested RSUs; deferral election upon delivery allowed. Applies to non-employee directors. |
| Gillani 2024 RSU grant | 3,561 RSUs granted on Jul 16, 2024 (prorated for partial term); grant-date fair value $154,156. |
| Options | None held by non-employee directors as of Dec 31, 2024. |
| Performance metrics | None disclosed for director equity; RSUs are fully vested at grant and not tied to performance metrics. |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| Federal Home Loan Mortgage Corporation (Freddie Mac) | GSE / Financials | Director; Audit Chair | Financial services domain overlap with USB’s mortgage-related activities; no related-party transactions disclosed involving Gillani. Board independence review only noted Microsoft relationship for another director. |
Expertise & Qualifications
- Financial reporting and accounting: Former CFO of a large financial services company; current public company Audit Chair; designated Audit Committee Financial Expert at USB.
- Financial services industry: Senior leadership across multiple large banks, including SunTrust, PNC, FleetBoston, and CIBC.
- Risk management: Prior Chief Market Risk Officer; founding chair of RMA’s Market Risk Council; service on USB Risk Management Committee.
- Board skills matrix: USB identifies his strengths in financial reporting/accounting, financial services experience, and risk management.
Equity Ownership
- Policy and restrictions: Non-employee directors must hold stock equal to 5x annual cash retainer within 5 years; as of Dec 31, 2024, all directors were in compliance or on track. Directors are prohibited from hedging or pledging company securities; none of the shares beneficially owned by directors or executive officers are pledged.
| Beneficial Ownership | 12/31/2024 | 2/3/2025 |
|---|---|---|
| Common shares outstanding | Not disclosed | 10,000 |
| Options exercisable (60 days) | — | 0 |
| Restricted stock units (RSUs) | 3,599 | 3,634 |
| Deferred compensation | — | 0 |
| Total beneficial ownership (as defined in table) | — | 13,634 |
| Ownership as % of shares outstanding | — | * (<1%) |
Governance Assessment
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Strengths supporting investor confidence:
- Deep financial and risk expertise as former bank CFO and former Chief Market Risk Officer; aligns with USB’s risk profile and regulatory demands.
- Active on Audit and Risk Management Committees; recognized as an Audit Committee Financial Expert; joined mid-2024, adding seasoned oversight to key committees.
- Independent director within USB’s independence framework; overboarding limits observed; only one other public board.
- Strong alignment features: meaningful stock ownership requirement (5x retainer), prohibition on hedging/pledging, and deferred delivery of RSUs until separation.
- Board attendance culture is strong (each director ≥75%; average 99% in 2024); independent director executive sessions after each regular meeting.
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Watch items / potential risks:
- Workload: Simultaneous service as Audit Chair at Freddie Mac plus USB Audit and Risk Management membership may concentrate demands during regulatory or credit cycles; however, within USB’s overboarding policy and no independence concerns cited by the Board.
- Ownership ramp: As a mid-2024 appointee, absolute ownership is modest but RSUs and policy allow up to five years to meet guidelines; company states all directors were compliant or on track as of Dec 31, 2024.
- Related-party exposure: No Gillani-related transactions disclosed; Board’s independence review identified only Microsoft-related transactions for another director.
-
RED FLAGS: None identified in filings specific to Gillani (no pledging, no related-party transactions, and no attendance issues disclosed).