Dorothy Bridges
US BANCORP \DE\About Dorothy Bridges
Dorothy Bridges, 69, has served on U.S. Bancorp’s Board since October 2018 and is an independent director. She is CEO of the Metropolitan Economic Development Association (Meda) since September 2022, and previously was SVP of Public Affairs, Outreach and Community Development at the Federal Reserve Bank of Minneapolis (2011–2018) and CEO of City First Bank (2008–2011) and Franklin National Bank (1999–2008). Her core credentials span community development, financial services, and risk management, and she currently chairs the Board’s Public Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Minneapolis | SVP, Public Affairs, Outreach & Community Development | Jul 2011 – Jun 2018 | Led public affairs and community programs; contributes regulatory and risk oversight perspective |
| City First Bank | President & CEO | 2008 – Jul 2011 | Focused on low- and moderate-income community finance; strengthens fair and responsible banking insight |
| Franklin National Bank (Minneapolis) | President & CEO | 1999 – 2008 | Commercial banking leadership; deep community banking execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metropolitan Economic Development Association (Meda) | CEO | Sep 2022 – Present | Nonprofit consulting/access-to-capital platform for BIPOC-owned businesses |
| American Bankers Association Community Bankers’ Council | Chair | Current | Sector council leadership; augments industry/regulatory engagement |
Board Governance
- Committee memberships: Chair, Public Responsibility (PR); Member, Risk Management (RM); Member, Executive (E) .
- Independence: The Board determined Bridges is independent under NYSE standards (non-employee director) .
- Tenure: Director since Oct 2018; Board matrix shows 6 years of service and 0 other public company boards .
- Attendance and engagement: The Board held 12 meetings in 2024; average director attendance was 99%, and each director attended at least 75% of Board/committee meetings (per-director rates not disclosed) .
- Governance features relevant to oversight effectiveness:
- Regular executive sessions without management; all key committees (Audit, Compensation & Human Resources, Governance, Public Responsibility) are fully independent .
- Lead Independent Director structure and robust responsibilities (overall Board oversight strength), though Bridges does not hold that role .
- No hedging or pledging permitted for directors; stock ownership guideline equal to 5x annual cash retainer .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (FY 2024) | $153,000 | Board/committee retainers and special meeting fees for the April 2024–April 2025 term |
| Annual Board cash retainer (structure) | $100,000 | Standard non-employee director retainer |
| PR Committee Chair retainer (structure) | $30,000 | Additional annual chair fee |
| RM Committee member retainer (structure) | $20,000 | Additional annual fee for Audit/Risk members |
| Special meeting fee (structure) | $1,500 per special/supplemental meeting | Applies to non-regular Board/committee meetings and special subcommittee meetings |
| Equity Component | Grant Value | Vesting/Settlement Terms |
|---|---|---|
| Annual RSU grant (April 2024) | $185,013 | Fully vested at grant; shares delivered upon cessation of Board service (lump sum or 10 installments); dividend-equivalent RSUs accrue |
Total FY2024 director compensation: $338,013 (cash $153,000 + stock awards $185,013; no other compensation reported) .
Performance Compensation
| Performance Metric | Target/Design | FY2024/Term Disclosure |
|---|---|---|
| None for non-employee directors | Director RSUs are time-based (fully vested at grant) and settled upon Board exit; no performance metrics tied to director pay | Not applicable to Bridges’ director compensation |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | 0 (per Board matrix) |
| Compensation Committee interlocks | Not applicable; Bridges is not on Compensation & Human Resources Committee |
| Shared directorships with competitors/suppliers/customers | None disclosed for Bridges |
Expertise & Qualifications
- Community/sustainability leadership: Senior leadership in community development at the Fed and in community-focused banking; aligns with oversight of fair and responsible banking .
- Financial services industry expertise: Former CEO of two commercial banks and senior leader at a Federal Reserve Bank; current ABA Community Bankers’ Council chair .
- Risk management: Experience from Federal Reserve role provides relevant risk oversight capability for a large financial institution .
Equity Ownership
| Measure | Value | Date/Context |
|---|---|---|
| Outstanding common shares owned | 0 | Beneficial ownership table as of Feb 3, 2025 |
| RSUs held | 27,127 | As of Dec 31, 2024 (director RSU roll-forward table) |
| RSUs held | 27,393 | As of Feb 3, 2025 (beneficial ownership table) |
| Total beneficial ownership (% of common) | <1% | As of Feb 3, 2025 |
| Hedging/pledging | Prohibited for directors | Company policy |
| Director stock ownership guideline | 5x annual cash retainer | Company guideline; all directors at Dec 31, 2024 were in compliance or on track within 5 years |
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep community banking and regulatory experience; chairs Public Responsibility Committee overseeing fair and responsible banking, corporate responsibility, and stakeholder engagement—material to conduct risk and reputation oversight .
- Member of Risk Management Committee overseeing enterprise risk (capital, credit, liquidity, operational/compliance incl. BSA/AML, strategic, reputation), capital actions, and major transactions—enhances board risk acuity .
- Robust director ownership standards and prohibition on hedging/pledging align incentives; director RSUs deferred until service ends, promoting long-term alignment .
- No related-party transactions disclosed involving Bridges; Board independence standards applied and reviewed annually .
- Potential conflict considerations:
- Bridges is CEO of Meda (nonprofit supporting BIPOC businesses). The proxy discloses related-party transaction review policies and lists specific director-affiliated transactions (Microsoft) but none for Bridges; ordinary-course financial services with directors are reviewed and must be non-preferential. No Bridges-specific related-party transactions are disclosed—monitoring remains prudent given community finance overlaps, but no red flags reported .
- Engagement/attendance signals:
- Board-wide average attendance of 99% with executive sessions regularly; per-director attendance not individually disclosed. Structural governance (independent committees, Lead Independent Director framework) supports Board effectiveness .
Appendix: Committee Scope Summaries (relevance to Bridges’ roles)
- Public Responsibility Committee: Reviews public policy, reputation risk in scope, community reinvestment and fair banking, corporate responsibility strategy (ESG and related), political contributions policy, U.S. Bank Foundation giving .
- Risk Management Committee: Oversees the company’s comprehensive risk framework (including cyber/technology via subcommittee), capital planning/stress testing, capital actions, recovery/resolution planning, significant capex and M&A; approves CRO appointment and evaluations .
- Executive Committee: Exercises Board powers between meetings (met 0 times in 2024) .