Loretta E. Reynolds
US BANCORP \DE\About Loretta E. Reynolds
Independent director of U.S. Bancorp (USB) since October 2022; age 60. Founder and CEO of LEReynolds Group, LLC and retired U.S. Marine Corps Lieutenant General with command experience in cyber, information and space domains; core credentials include enterprise technology, cybersecurity and large‑scale risk oversight. She is independent under NYSE standards and Board policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Marine Corps | Deputy Commandant for Information (Lt. General) | Jul 2018 – Jul 2021 | Led USMC’s global information portfolio across intelligence, IT, networking, cyber, space and information; oversight of ~$12B program scope . |
| U.S. Marine Corps | Acting Commander, Marine Corps Forces Space Command | Aug 2019 – Dec 2020 | Space command leadership during stand‑up period . |
| U.S. Marine Corps | Commander, Marine Corps Forces Cyberspace Command | Sep 2015 – Jul 2018 | Operational cyber command leadership . |
| U.S. Marine Corps | Member, USMC Corporate Board | 2015 – 2021 | Oversight of global strategy, capabilities and missions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LEReynolds Group, LLC | Founder & CEO | Aug 2021 – Present | IT and strategic business intelligence advisory; large‑scale risk consulting . |
| American Public University System | Board of Trustees | Jun 2022 – Present | Academic governance role . |
| Other public company boards | — | — | None (0 public boards) . |
Board Governance
- Committee assignments (no chair roles):
- Risk Management Committee (member) .
- Cybersecurity and Technology Subcommittee (member) .
- Public Responsibility Committee (member; added April 16, 2024) .
- Independence: Board determined Ms. Reynolds is independent .
- Attendance and engagement:
- Board held 12 meetings in 2024; average director attendance was 99%; each director attended at least 75% of their Board and committee meetings; all directors attended the 2024 annual meeting .
- Board and each committee meet in executive session regularly without management .
- Governance policies (director alignment):
- Director stock ownership guideline: 5x annual cash retainer; new directors have five years to comply; as of Dec 31, 2024, all directors were in compliance or on track .
- No hedging or pledging permitted for directors; the company reports no pledging of shares by directors or executive officers .
Fixed Compensation (Director)
| Element | Structure/Amount | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Apr 2024 – Apr 2025 term | Standard non‑employee director retainer . |
| Risk Management Committee member retainer | $20,000 | Apr 2024 – Apr 2025 term | Additional retainer for Audit and Risk Management members . |
| Special meeting fees | $1,500 per qualifying meeting | Ongoing | For meetings not regularly scheduled and special subcommittee meetings . |
| Cash fees actually paid (Reynolds) | $133,500 | FY2024 | Reported in director compensation table . |
Performance Compensation (Director)
| Equity Type | Grant Date/Term | Grant Size (value/shares) | Vesting/Delivery | Dividends | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | Apr 18, 2024 (Apr 2024 – Apr 2025 term) | $185,013; 4,691 RSUs | Fully vested at grant; shares delivered at or after Board service ends (lump sum or 10 annual installments) | Dividend equivalents credited in additional fully vested RSUs until delivery | Program increased by $10,000 vs prior year based on market review . |
Director equity has no performance metrics; no stock options are outstanding for non‑employee directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (0) . |
| Private/academic boards | American Public University System, Board of Trustees (since Jun 2022) . |
| Committee roles on other boards | Not disclosed; none listed for public companies . |
| Interlocks/related-party | None disclosed for Ms. Reynolds; the only director‑affiliated transaction disclosed pertains to Microsoft (Y. Mehdi) and was deemed immaterial and independent . |
Expertise & Qualifications
- Cybersecurity/technology: 35‑year USMC career including command of Marine Corps Forces Cyberspace Command and leadership of a $12B global information portfolio spanning intelligence, IT, networking, cyber, space and information .
- Risk management: Strategic risk oversight in military leadership roles and current risk consulting practice .
- Industry/regulatory: Board roles align to oversight of technology risk, emerging technologies (AI/ML), enterprise risk management, stakeholder and corporate responsibility matters .
Equity Ownership
| Holder | Date | Outstanding Shares | Options Exercisable (60 days) | RSUs | Deferred Comp | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|---|---|
| Loretta E. Reynolds | Feb 3, 2025 | — | — | 12,395 | — | 12,395 | <1% (*) . |
| Loretta E. Reynolds | Dec 31, 2024 | — | — | 12,275 | — | 12,275 | <1% (context: table shows RSU counts; % not repeated here) . |
- Ownership policy: Directors must hold stock equal to 5x annual cash retainer; all directors were in compliance or on track as of Dec 31, 2024 .
- Hedging/pledging: Prohibited; none of the shares beneficially owned by directors are pledged .
Governance Assessment
- Role‑fit and oversight strength:
- Placement on Risk Management Committee and Cybersecurity & Technology Subcommittee leverages her deep cyber/IT and risk leadership experience from the USMC and current advisory work .
- Membership on the Public Responsibility Committee supports oversight of stakeholder, community reinvestment and reputation risk matters .
- Independence and alignment:
- Independent director with no disclosed related‑party transactions; company prohibits hedging/pledging and requires meaningful stock ownership (5x retainer) with compliance/on‑track status reported for all directors .
- Attendance and engagement signals:
- Board’s 2024 attendance averaged 99% with all directors meeting at least the 75% threshold; Board/committee executive sessions are held regularly, supporting independent oversight .
RED FLAGS
- None disclosed specific to Ms. Reynolds (no related‑party transactions; no options; no pledging/hedging; independent status confirmed) .