Elizabeth L. Buse
US BANCORP \DE\About Elizabeth L. Buse
Independent director of U.S. Bancorp (USB), age 64, serving since June 2018. Former CEO of Monitise plc and senior executive at Visa Inc., with deep expertise in payments, risk management, and corporate governance. Current USB committee assignments: Audit and Risk Management; Board has determined she is independent. Attendance: each director attended ≥75% of Board/committee meetings in 2024; Board average attendance was 99%; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monitise plc | Co-CEO; CEO | 2014–2015 | Led a global mobile banking/payments firm; oversight of risk and growth initiatives |
| Visa Inc. | EVP, Global Services | 2013–2014 | Managed global services; operational risk and governance |
| Visa Inc. | Group President, Asia-Pacific, Central Europe, Middle East & Africa | 2010–2013 | Grew international businesses; regional risk oversight |
External Roles
| Company | Role | Tenure | Committees/Roles |
|---|---|---|---|
| F5, Inc. | Director | Since 2020 | Chair, Talent & Compensation Committee; member, Audit; Nominating & ESG |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Independent director per NYSE and USB guidelines |
| USB Committees | Audit; Risk Management (not a chair) |
| Audit Committee context | 10 meetings in 2024; focus on financial reporting, controls, compliance; Buse is a member (financial expert designation held by other members) |
| Risk Management Committee context | 9 meetings in 2024; oversight of capital, credit, liquidity, market, operational, compliance, strategic, reputation, cyber and technology risk |
| Emerging tech oversight | Cybersecurity & Technology Subcommittee (not Buse) expanded oversight to AI/ML in 2024; Risk Committee clarified technology risk oversight |
| Attendance | Each director ≥75%; Board average 99%; all directors attended 2024 annual meeting |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned (cash) | $147,500 | Actual fees reflect Board retainer, committee member retainers and special meeting fees |
| RSU grant (annual) | $185,013 | 4,691 RSUs granted Apr 18, 2024; fully vested, delivery deferred until Board service ends |
| Total | $332,513 | Sum of cash fees and RSU grant fair value |
Director fee schedule (context for components):
- Board annual retainer: $100,000; Audit and Risk Management committee member retainers: $20,000 each; Cybersecurity Subcommittee chair $25,000; special meeting fee $1,500 per meeting.
Performance Compensation
Directors do not receive performance-based equity; USB does not grant stock options to directors. Annual RSUs are fully vested at grant but settle after Board service ends; no PSUs and no variable, formula-driven equity for directors.
Other Directorships & Interlocks
| Entity | Role | USB Interlock/Conflict Note |
|---|---|---|
| F5, Inc. | Director; Chair, Talent & Compensation | No USB compensation committee interlock; 2024 USB Compensation & HR Committee members were Wine, Baxter, Harris, Hernandez |
No related person transactions disclosed involving Buse; 2024 related-party review highlighted ordinary-course vendor relationships (e.g., Microsoft via another director) and large shareholders (BlackRock, Vanguard), none affecting Buse’s independence.
Expertise & Qualifications
- Corporate governance: brings public-company governance best practices from fintech and technology boards.
- Financial services industry: senior leadership at Visa and Monitise; domain depth in payments.
- Risk management: practical oversight experience across financial services operations and technology.
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Outstanding shares directly owned | 0 | Feb 3, 2025 |
| Options exercisable (60 days) | 0 | Feb 3, 2025 |
| Restricted Stock Units (RSUs) | 28,705 | Feb 3, 2025 |
| RSUs held (directors’ count) | 28,426 | Dec 31, 2024 |
| Deferred compensation in stock | 0 | Feb 3, 2025 |
| Total beneficial ownership | 28,705 | Feb 3, 2025 |
| Ownership % of common | <1% | Feb 3, 2025 |
Alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; all directors were in compliance or on track as of Dec 31, 2024.
- Hedging and pledging: prohibited for directors.
Governance Assessment
- Board effectiveness and independence: Strong structure with all core committees (Audit; Compensation & HR; Governance; Public Responsibility) fully independent; robust Lead Independent Director role; regular executive sessions.
- Risk oversight: Comprehensive framework; Risk Committee covers enterprise risk, capital planning, stress testing; explicit oversight of technology/cyber risks with enhanced AI/ML governance since 2024; Buse’s role on Risk Committee aligns with her payments/operations background.
- Attendance and engagement: Board met 12 times in 2024 with 99% average attendance; directors expected to attend shareholder meetings, which they did.
- Director pay structure: Mix aligns with market—fixed cash plus equity RSUs (fully vested, deferred settlement); annual RSU value increased by $10,000 in 2024 to ~$185,000 across the Board—no performance equity for directors (reduces pay risk).
- Conflicts/related-party exposure: No related person transactions disclosed for Buse; Board independence reconfirmed annually. RED FLAGS: none observed (no pledging; no related-party transactions; not overboarded per policy; meets independence standards).