John P. Wiehoff
US BANCORP \DE\About John P. Wiehoff
Retired Chairman and CEO of C.H. Robinson Worldwide, Inc.; independent director at U.S. Bancorp since January 2020 (age 63; 5 years of board service). Core credentials include CEO experience, corporate governance leadership, risk management, technology/digital transformation oversight, and financial reporting/accounting expertise from prior audit management roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Chairman; Chief Executive Officer; President; senior leadership roles | Chairman 2006–2020; CEO 2002–2019; President 1999–2019; leadership since 1992 | Led a Fortune 500 logistics company; brought risk management and technology transformation perspective |
| Andersen Worldwide LLP | Audit Manager | Prior to 1999 | Developed financial reporting and accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Inc. | Director; Chair of Corporate Governance & Nominating; Compensation Committee member | Director since 2007 | Corporate governance leadership and compensation oversight |
| Union Pacific Corporation | Director; Audit Committee; Safety and Service Quality Committee | Director since 2023 | Audit oversight; safety/service quality governance |
| Donaldson Company, Inc. | Director | 2003–2022 | Public company board experience |
| C.H. Robinson Worldwide, Inc. | Director | 2002–2020 | Governance experience at former employer |
Board Governance
- Committee assignments: Chair, Risk Management Committee; member, Cybersecurity & Technology Subcommittee; member, Executive Committee. Joined the Cybersecurity & Technology Subcommittee on April 16, 2024; Executive Committee on April 16, 2024 .
- Independence: The Board determined Mr. Wiehoff is independent under NYSE standards; only insiders are the CEO and President .
- Attendance and engagement: Board held 12 meetings in 2024; average director attendance was 99%, and all directors attended the 2024 annual meeting. Directors are expected to attend at least 75% of Board and committee meetings; regular executive sessions without management are held at Board and committee levels .
- Risk oversight: As Risk Management Chair, oversees capital, credit, liquidity, market, operational, compliance (including BSA/AML), strategic and reputation risks; reviews risk appetite, stress testing/CCAR, recovery and resolution planning, capital actions, material financings and M&A. The Cybersecurity & Technology Subcommittee assists oversight of cyber risk, technology strategy/operations, resilience, and emerging technologies (AI/ML) .
Fixed Compensation
| Element (2024–2025 Board Term) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | 100,000 | Standard cash retainer |
| Chair premium – Risk Management Committee | 45,000 | Chair retainer for Audit or Risk Management committees |
| Member premium – Audit/Risk Management | 20,000 | For other members (not applicable when serving as Chair) |
| Special/supplemental meeting fee | 1,500 per special meeting | For meetings not regularly scheduled and special subcommittees |
| Director RSU grant (grant-date fair value) | 185,000 | Fully vested at grant; shares delivered after service; dividend-equivalent RSUs also credited |
| 2024 actual compensation – Cash | 152,500 | Fees earned/paid |
| 2024 actual compensation – Stock awards | 185,013 | Grant on April 18, 2024 (4,691 RSUs) |
| 2024 actual compensation – Total | 337,513 | Sum of cash and stock; no “other” comp disclosed |
| Deferral election | Elected deferral of cash fees | Participated in Outside Directors Deferred Compensation Plan |
Performance Compensation
- Directors do not have performance-based equity; annual RSUs are fully vested at grant, delivered upon/after board service end, with dividend-equivalent RSUs credited. No options outstanding for non-employee directors as of year-end 2024 .
| Metric | Structure | Vesting/Delivery | Notes |
|---|---|---|---|
| Annual RSUs | Fixed-value grant (approx. $185,000) | Vested at grant; delivery deferred until cessation from Board (or installments) | Dividend-equivalent RSUs credited; no performance conditions |
Other Directorships & Interlocks
- Current boards: Polaris Inc. (Governance Chair; Compensation member); Union Pacific Corporation (Audit; Safety & Service Quality). Prior boards include Donaldson and C.H. Robinson. No related-party transactions disclosed involving Mr. Wiehoff in U.S. Bancorp’s proxy; Board affirmed his independence .
Expertise & Qualifications
- CEO experience; corporate governance; risk management; digital/technology & cybersecurity oversight; financial reporting/accounting (former audit manager). These skills align with chairing U.S. Bancorp’s Risk Management Committee and participating in cyber/technology oversight as AI/ML governance expands .
Equity Ownership
| Holding Type | Quantity | Notes |
|---|---|---|
| Outstanding common shares | 0 | No direct common shares reported |
| Options exercisable (60 days) | 0 | No options |
| Restricted Stock Units | 22,199 | Director RSUs; immediately vested but settle on departure |
| Deferred compensation (share-settled) | 18,875 | Would settle in shares upon termination from Board |
| Total reported (incl. RSUs and deferred share units) | 41,074 | Less than 1% of common stock |
Alignment features and policies:
- Stock ownership guideline: 5x the annual cash retainer; new directors must meet within five years; all directors were compliant or on track as of 12/31/24 .
- No hedging/pledging: Directors are prohibited from hedging or pledging company securities, reinforcing alignment with shareholders .
Governance Assessment
- Board effectiveness: Strong alignment for risk and technology oversight given Wiehoff’s Risk Chair role and cyber/AI subcommittee participation. The Board’s structure emphasizes independent oversight (100% independent Audit, Compensation & Human Resources, Governance, Public Responsibility committees; regular executive sessions) .
- Independence/attendance: Independent; no attendance concerns disclosed; Board-wide attendance was 99% with all directors at the annual meeting .
- Compensation and incentives: Director pay is market-aligned with a balanced cash/equity mix; RSUs vest at grant but settle after service, supporting long-term alignment; participation in deferral program indicates further alignment and conservatism .
- Other directorships/interlocks: Service at Polaris and Union Pacific adds governance depth; no USB-related party transactions disclosed for Wiehoff, mitigating conflict risk .
- Shareholder sentiment: Say-on-pay for executives received 93.5% support in 2024 and >92% in each of the last seven years, indicating constructive engagement and compensation governance; fall outreach contacted top 50 holders (~56% of shares) with 15 investor calls (~19% shares) .
RED FLAGS: None disclosed specific to Mr. Wiehoff. Company-level policies prohibit hedging/pledging and emphasize independence; no related-party ties identified for Wiehoff; attendance robust. Monitor aggregate board commitments versus overboarding policy (max three other boards; CEOs limited to one) – no breach indicated in disclosures .