Gunjan Kedia
US BANCORP \DE\About Gunjan Kedia
Gunjan Kedia, 54, is President of U.S. Bancorp and becomes CEO on April 15, 2025 after being elected to the Board on January 28, 2025; she joined the U.S. Bank National Association Board in May 2024 and serves on the Board’s Executive Committee . She has nearly 30 years in financial services with prior senior roles at State Street and BNY, and earlier at McKinsey and PwC; she holds an MBA with distinction from Carnegie Mellon University and an engineering degree with distinction from Delhi College of Engineering . Company performance metrics informing her pay program include adjusted ROE of 12.47% in 2024, net income of $6,299 million, and company TSR tracking at $100 vs peer TSR $106 on a $100 base (2019–2024 framework) . In 2025, CEO long-term incentives emphasize ROTCE with a TSR modifier to further align pay with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Bancorp | President | May 2024–present | Oversaw all revenue lines; led growth and productivity, including digital and technology transformation . |
| U.S. Bancorp | Vice Chair, Wealth, Corporate, Commercial & Institutional Banking | Jun 2023–May 2024 | Led WCCIB; delivered strong business line results used in annual incentive funding . |
| U.S. Bancorp | Vice Chair, Wealth Management & Investment Services | Dec 2016–Jun 2023 | Multi-year leadership; contributed to top-quartile ROE performance underlying PRSU earn-outs . |
| State Street / BNY | Global executive positions | Pre-2016 | Deep financial services operating expertise . |
| McKinsey & Company | Partner, financial services practice | Pre-2016 | Risk management and execution leadership; core leader of financial services practice . |
| PwC | Early career | Pre-2016 | Foundational finance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PBS | Director | Current | Named in 2025 CEO announcement . |
| American Red Cross | Director | Current | Named in 2025 CEO announcement . |
| Carnegie Mellon Business School | Director | Current | Named in 2025 CEO announcement . |
| U.S. Bank National Association | Director | Since May 2024 | Bank subsidiary board membership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $700,000 | $725,000 | $930,770 (reported); base salary increased to $1,000,000 annualized effective May 5, 2024 . |
| Perquisites & Other ($) | $146,317 | $130,447 | $189,310 |
Perquisites detail for 2024: 401(k) match $13,800; financial planning $21,236; commuting $103,817; housing $40,823; other $3,035; total $189,310 .
Performance Compensation
Annual Cash Incentive (AEIP) — 2024
| Component | Definition | Weight | Target/Actual | Result |
|---|---|---|---|---|
| Corporate EPS | Adjusted EPS vs target | 50% | Target $3.88; Adjusted EPS used $3.83 | Corporate Result 97.2% . |
| Business Line Pretax Income | Weighted pretax income vs targets | 50% | Weighted avg 104%; Kedia pro-rated: period as President (all lines) + period leading WCCIB (107.9%) | No qualitative adjustments; formulaic outcome consistent . |
| Individual/Risk Scorecard | Qualitative adjustment | n/a | Committee assessed risk sensitivity | No individual or risk adjustments applied . |
| AEIP Payout | Cash paid (2024 performance, paid Mar 2025) | n/a | Target % increased to 250% effective May 5, 2024 (prorated 243%) | $2,292,267 . |
Long-Term Incentives (Equity)
2024 grants and vesting:
| Grant Date | Instrument | Units (Target) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Feb 29, 2024 | PRSU | 71,497 | $3,000,014 | Earn over 2024–2026; vest Feb 28, 2027 . |
| Feb 29, 2024 | RSU | 47,664 | $1,999,981 | 33% on Feb 28, 2025; 33% on Feb 28, 2026; 34% on Feb 28, 2027 . |
| May 6, 2024 | PRSU | 21,521 | $900,008 | Earn over 2024–2026; vest Feb 28, 2027 . |
| May 6, 2024 | RSU | 14,347 | $599,992 | Same RSU schedule as above . |
2022 PRSU earn-out (vested 2025): 126.6% of target based on absolute and relative ROE (top quartile vs peers) .
Incoming CEO 2025 award: $10 million (60% PRSUs, 40% RSUs), performance metrics are absolute/relative ROTCE with a TSR modifier over 2025–2027; 3-year vesting, no special one-time components .
Equity Ownership & Alignment
| Ownership Component | Amount |
|---|---|
| Outstanding shares | 141,513 . |
| Options exercisable within 60 days | 27,267 . |
| RSUs (director/officer beneficial ownership table) | 82,130 . |
| Total beneficial ownership | 250,910; less than 1% of common stock . |
| Stock ownership guideline | Executives: 3x base salary; hold 75% of net shares until compliant; 25% until retirement; all NEOs in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited for executives and directors . |
Outstanding equity awards (selected 12/31/2024):
- Options: 27,267 exercisable at $55.01; expire 2/16/2027 .
- RSUs not yet vested: 47,664 ($2,279,769); 14,347 ($686,217) .
- PRSUs (unearned): 107,245 ($5,129,528); 32,281 ($1,544,000) .
Stock vested in 2024 (value realized): 65,867 shares; $2,790,001; no option exercises by Kedia in 2024 .
Employment Terms
| Topic | Details |
|---|---|
| Employment / CIC agreements | None; no employment or standalone change-in-control agreements for executive officers . |
| Severance program (broad-based) | Cash severance capped at lesser of 2x prior year cash compensation or 52x weekly rate plus prorated target bonus; Kedia would have received $3,000,000 if terminated on Dec 31, 2024 (illustrative) . |
| Equity on qualifying severance | Continued vesting through second anniversary; PRSUs based on actual performance; Kedia illustrative continued vesting value $7,567,663 if terminated Dec 31, 2024 . |
| Change-in-control | No CIC cash; double-trigger equity acceleration (qualifying termination within 12 months) with RSUs vesting in full and PRSUs at target or actual depending on timing . |
| Disability / Death | Disability payments under broad-based plan; equity continues per schedule (disability) and accelerates at death per award terms; Kedia death-accelerated equity value illustrative $13,025,161 . |
| Clawback | Robust clawback for AEIP; SEC/NYSE mandatory recovery adopted; equity cancellation for risk/misconduct . |
| Non-compete/Non-solicit | Severance subject to post-termination restrictions; specific terms not enumerated in the proxy . |
Board Governance
- Board service: Elected to U.S. Bancorp Board on January 28, 2025; serves on the Executive Committee; not independent due to executive status .
- Dual-role implications: From April 15, 2025, Executive Chairman (Cecere) will lead the Board; Kedia will be CEO and director, with governance mitigations via a strong Lead Independent Director structure, independent key committees, and regular executive sessions .
- Board/committee attendance: The Board held 12 meetings in 2024; average attendance 99%; all directors attended the 2024 annual meeting .
- Director compensation (program): Non-employee directors receive $100,000 annual retainer; additional chair and committee retainers; RSU grant ~$185,000; stock ownership guideline 5x cash retainer .
Director Compensation (Program Overview)
| Component | Amount |
|---|---|
| Annual Board retainer (cash) | $100,000 . |
| Lead Independent Director retainer | $50,000 . |
| Committee chair retainers | $30,000 (CHR/G/PR), $45,000 (Audit/Risk), $25,000 (Cyber/Tech) . |
| Committee member retainers | $20,000 (Audit/Risk) . |
| Equity | ~4,691 RSUs ($185,013 grant), vested at grant; delivered upon leaving the Board . |
| Ownership guideline | 5x annual cash retainer; compliance/on-track as of Dec 31, 2024 . |
Compensation & Incentive Structure Highlights
-
2024 total compensation: Salary $930,770; Stock awards $6,499,995; AEIP $2,292,267; Pension change $225,513; Other $189,310; Total $10,137,855 .
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2022–2024 multi-year pay: | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Salary ($) | $700,000 | $725,000 | $930,770 | | Stock awards ($) | $3,250,000 | $3,500,000 | $6,499,995 | | AEIP ($) | $1,451,520 | $1,173,050 | $2,292,267 | | Pension/Deferred ($) | $45,795 | $220,797 | $225,513 | | All other ($) | $146,317 | $130,447 | $189,310 | | Total ($) | $5,593,632 | $5,749,294 | $10,137,855 |
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Long-term plan design: PRSUs earned 0–150% of target vs absolute/relative ROE (2022–2024 awards) and absolute/relative ROTCE with TSR modifier (2025 awards); RSUs time-vest over 3 years .
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Compensation governance: Independent CHR committee, independent consultant (Meridian), strong risk mitigations (caps, clawbacks, cancellation provisions), and ban on hedging/pledging .
Compensation Peer Group (performance comparison for PRSUs/PRSUs)
- Bank of America, Citizens Financial Group, Fifth Third, JPMorgan Chase & Co., KeyCorp, PNC Financial Services Group, Regions Financial, Truist Financial, Wells Fargo .
Say‑on‑Pay & Shareholder Feedback
- Say-on-Pay support: 93.5% approval in 2024; over 92% in each of the last seven years; 2024 Stock Incentive Plan support 95.3% .
- Design changes informed by engagement: Shift to ROTCE and TSR modifier for 2025 PRSUs; Board/CHR considered investor feedback during fall outreach .
Expertise & Qualifications
- Education: MBA with distinction (Carnegie Mellon); Bachelor’s in Engineering with distinction (Delhi College of Engineering) .
- Recognition: Seven-time American Banker Most Powerful Women; twice Barron’s 100 Most Influential Women in U.S. Finance .
- Board qualifications: Customer experience, digital/technology transformation, risk management, deep financial services expertise .
Employment Terms (Retirement/Pension)
- Present value of accumulated benefits for Kedia: $1,008,460 (Non-Qualified Excess: $912,177; Pension Plan: $96,283) .
Investment Implications
- Pay-for-performance alignment: High share of at-risk, multi-year equity tied to ROTCE and TSR strengthens alignment; 2022 PRSUs earned at 126.6% reflects top-quartile ROE execution during the period .
- Retention and selling pressure: Significant unvested RSUs and PRSUs vest through 2027; no 2024 option exercises and equity vesting of 65,867 shares ($2.79M) suggest measured liquidity events; continued vesting on qualifying severance mitigates abrupt selling risk, subject to award terms .
- Governance structure: CEO/director dual role offset by Executive Chairman model and robust Lead Independent Director authority; independent Audit, CHR, Governance and PR committees maintain oversight of risk, compensation, and nominations .
- Shareholder-friendly features: No CIC cash, double-trigger equity, ban on hedging/pledging, strong clawbacks, and ownership/retention requirements reduce misalignment risk; sustained strong Say-on-Pay support validates program design .