Kimberly N. Ellison-Taylor
US BANCORP \DE\About Kimberly N. Ellison-Taylor
Independent director of U.S. Bancorp since January 2021; age 54; currently Founder & CEO of KET Solutions, LLC (innovation, strategy, transformation, inclusive leadership) since April 2021. She brings deep finance and technology credentials (CPA; former Chair of the AICPA; Certified Internal Auditor; Certified Information Systems Auditor), teaches Emerging Technologies & Innovation at Carnegie Mellon, and holds Diligent Climate Leadership certification; the Board deems her independent. Committees: Audit and Public Responsibility; designated an “Audit Committee Financial Expert.” In 2024 the Board met 12 times; all directors attended at least 75% of their meetings and the average attendance was 99%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation | Executive Director, Finance Thought Leadership | Apr 2019 – Apr 2021 | Led thought leadership for finance transformation at a Fortune 100 technology company |
| Oracle Corporation | Global Strategy Leader, Cloud Business Group | Sep 2018 – Mar 2019 | Strategy leadership for cloud initiatives |
| Oracle Corporation | Global Strategy Director, Financial Services Industry Group | Jul 2015 – Sep 2018 | Led global teams on cloud data, information security, fraud prevention/detection, customer experience |
| AICPA | Chairman | 2016 – 2018 | Led world’s largest accounting association |
| Prince George’s County Government (MD) | Chief Information Technology Officer | Not disclosed | Public-sector IT leadership |
| NASA Goddard; Motorola; KPMG | Various roles | Not disclosed | Early career roles in tech and professional services |
External Roles
| Organization | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Marathon Petroleum Corporation | Director | Since 2024 | Audit; Corporate Governance & Nominating |
| EverCommerce Inc. | Director | 2021 – 2024 | Director |
| KET Solutions, LLC | Founder & CEO | Since Apr 2021 | Private consulting firm (business growth, innovation, transformation, inclusive leadership) |
| Carnegie Mellon University | Faculty (Emerging Technologies & Innovation) | Not disclosed | Academic role (teaching) |
Board Governance
- Committee assignments: Audit Committee and Public Responsibility Committee; the Board also designates her as an Audit Committee Financial Expert, reflecting accounting and financial reporting expertise.
- Independence: The Board determined Ms. Ellison‑Taylor is independent under NYSE standards.
- Attendance and engagement: 12 Board meetings in 2024; each director attended at least 75% of Board/committee meetings; average attendance was 99%; all directors attended the 2024 annual meeting.
- Oversight scope (relevant committees):
- Audit: financial statements, disclosures, internal controls, compliance, internal audit, auditor oversight.
- Public Responsibility: public policy, stakeholder engagement, fair and responsible banking, CRA performance, corporate responsibility strategy, and related reputation risk.
- Director-shareholder alignment: Stock ownership guideline = 5× annual cash retainer within 5 years; directors prohibited from hedging and pledging company stock.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (FY2024) | $123,000 | Fees earned/paid in cash as director in 2024 |
| Annual cash retainer policy (term Apr 2024–Apr 2025) | $100,000 | Base Board retainer |
| Audit/Risk committee member retainer | $20,000 | Additional annual retainer for other members (Audit, Risk) |
| Meeting fees (special/supplemental) | $1,500 per eligible meeting | Paid for meetings that are not regular Board/committee meetings and special subcommittee meetings |
Performance Compensation
| Equity Award | Grant Date | Units | Fair Value | Vesting/Settlement | Notes |
|---|---|---|---|---|---|
| Annual Director RSUs | Apr 18, 2024 | 4,691 | $185,013 | Fully vested at grant; shares delivered upon cessation of Board service; dividend equivalents in RSUs | Standard award for non‑employee directors elected at 2024 annual meeting |
- Director equity is time-based, not performance-vested; no financial metrics apply to director equity.
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Marathon Petroleum Corporation | Energy | Director; Audit; Corporate Governance & Nominating | None disclosed by U.S. Bancorp; Board affirms her independence |
| EverCommerce Inc. | Software/Services | Former Director (2021–2024) | None disclosed by U.S. Bancorp |
- Related party/transactions: The only director-affiliated transaction disclosed in 2024 involved Microsoft (director Yusuf Mehdi); the Board determined it did not impair independence. No related person transactions were disclosed involving Ms. Ellison‑Taylor (KET Solutions or other affiliations).
Expertise & Qualifications
- Financial reporting and accounting: CPA; former Chair of AICPA; Audit Committee Financial Expert designation.
- Digital/technology/cybersecurity: Senior Oracle strategy roles; former CIO; current consulting in innovation/transformation; ongoing director education in cybersecurity; teaches Emerging Technologies & Innovation.
- Customer experience: Prior senior leadership in a consumer-focused technology company context.
- Community/sustainability leadership: Diligent Climate Leadership certification; experience overseeing climate risk and sustainable growth strategies.
- Board skills matrix: Board identifies her skills in community/sustainability, corporate governance, customer experience, digital/technology/cybersecurity, and financial reporting/accounting.
Equity Ownership
| Holding (as of Feb 3, 2025) | Amount | Notes |
|---|---|---|
| Common shares (outstanding) | 0 | Beneficial ownership table shows no directly held common shares |
| Options exercisable within 60 days | 0 | None |
| Restricted Stock Units (director) | 17,551 | RSUs settle at end of Board service |
| Deferred compensation (share-settled) | 0 | No director deferred comp balance disclosed for Ms. Ellison‑Taylor |
| Percent of common stock | <1% | “*” indicates less than 1% |
| Hedging/Pledging | Prohibited | Company policy prohibits directors from hedging/pledging company stock; none of directors’/executives’ beneficially owned shares are pledged. |
| Ownership guideline | 5× annual cash retainer within 5 years | All directors were in compliance or on track as of Dec 31, 2024. |
Governance Assessment
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Strengths
- Audit depth and financial oversight: Audit Committee member and designated Audit Committee Financial Expert; CPA and former AICPA Chair enhance audit quality and financial reporting oversight.
- Technology and emerging risk lens: Extensive technology strategy, cybersecurity oversight exposure, and innovation expertise complement USB’s Cybersecurity/technology oversight framework.
- Stakeholder and responsible banking oversight: Public Responsibility Committee role aligns with oversight of CRA, fair and responsible banking, and reputation risk.
- Independence and alignment: Board determined independent; robust stock ownership guidelines and no hedging/pledging policy support alignment.
- Engagement/attendance: Board-wide 99% average attendance; all directors attended 2024 annual meeting, supporting effective oversight.
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Potential risks/flags to monitor
- Time commitments/overboarding: Current public company boards appear within policy limits (USB policy: max three other boards; she serves on one other). Continue monitoring if additional boards are added.
- Related-party exposure: No transactions disclosed involving Ms. Ellison‑Taylor; maintain oversight as part of routine Related Person policy reviews.
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Compensation alignment (director)
- 2024 mix: Cash $123,000 vs. equity $185,013; equity constitutes the larger portion, with shares deferred until service ends, reinforcing long-term alignment.
Conclusion: Ellison‑Taylor brings rare overlap of audit rigor, technology/cyber fluency, and sustainability literacy. Her independence, committee roles (Audit/PR), and ownership alignment support Board effectiveness with no disclosed conflicts. Continued monitoring should focus on time commitments if external roles expand.