Richard P. McKenney
US BANCORP \DE\About Richard P. McKenney
Richard P. McKenney (age 56) is an independent director of U.S. Bancorp, serving since October 2017 (7 years of board tenure). He is President and CEO of Unum Group (CEO since May 2015; President since April 2015) and previously served as CFO at Unum and Sun Life; he sits on USB’s Cybersecurity & Technology Subcommittee, Governance Committee, and Risk Management Committee. The Board has determined McKenney is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unum Group | President | Since Apr 2015 | Executive leadership and strategic oversight |
| Unum Group | Chief Executive Officer | Since May 2015 | Led through evolving economic/regulatory environment; risk management |
| Unum Group | EVP & Chief Financial Officer | 2009–2015 | Financial reporting and accounting expertise |
| Sun Life Financial | EVP & Chief Financial Officer | 2006–2009 | International financial services leadership |
| General Electric Company | Various roles (manufacturing to financial leadership) | Prior to 2006 | Operational and financial leadership foundations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unum Group | Director | Since 2015 | Corporate governance expertise as sitting CEO/director |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent (no material relationship with USB), per Board standards |
| Committees | Cybersecurity & Technology Subcommittee (member), Governance (member), Risk Management (member) |
| 2024 Committee Meeting Cadence (context) | Risk Management: 9; Cybersecurity & Technology Subcommittee: 4; Governance: 8 |
| Attendance | Board held 12 meetings in 2024; each director attended at least 75% of Board/committee meetings; average attendance was 99%; directors are expected to attend shareholder meetings and all directors attended the 2024 annual meeting |
| Overboarding policy | CEOs of public companies may serve on no more than one other public board in addition to USB; McKenney serves on USB and Unum only (within policy) |
| Director stock ownership guideline | 5x annual cash retainer ($100,000); all directors were in compliance or on track as of Dec 31, 2024 |
| Hedging/pledging | Directors prohibited from hedging or pledging USB stock |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Cash fees | $133,500 | Includes Board retainer and applicable committee retainers; McKenney elected to defer cash fees under Director Deferred Compensation Plan |
| Stock awards (RSUs) | $185,013 | 4,691 RSUs granted April 18, 2024; RSUs fully vested at grant but settle upon board departure |
| Matching gifts (other comp) | $10,000 | Company charitable matching program (up to $5,000/year; timing across years) |
| Total | $328,513 | Sum of cash, equity fair value, and other comp |
| USB Non-Employee Director Cash/Equity Program (Apr 2024–Apr 2025 Term) | Amount |
|---|---|
| Annual Board retainer | $100,000 |
| Lead Independent Director retainer | $50,000 |
| Committee chair retainers (CHR, Governance, PR) | $30,000 |
| Committee chair retainers (Audit, Risk Management) | $45,000 |
| Cybersecurity & Technology Subcommittee chair | $25,000 |
| Audit/Risk Management committee member retainer | $20,000 |
| Special/supplemental meeting fee (incl. Cyber subcommittee) | $1,500 per meeting |
| Annual RSU grant (fully vested; deferred settlement) | ~$185,000 grant-date fair value |
Performance Compensation
USB does not use performance-based metrics in non-employee director compensation; annual director equity grants are RSUs that vest at grant and settle after board service ends (no options; no PRSUs for directors) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Unum Group | CEO and director | No related-party transactions disclosed involving McKenney/Unum; ordinary-course relationships with certain other entities noted elsewhere (e.g., Microsoft for another director), but not with Unum |
Expertise & Qualifications
- Chief executive experience providing strategic and operational insight amid regulatory change .
- Corporate governance experience as sitting CEO and public-company director .
- Financial reporting and accounting expertise from prior CFO roles .
- Financial services industry depth and risk management proficiency leading large, complex firms .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Outstanding common shares | 20,000 | |
| Options exercisable within 60 days | 0 | |
| RSUs (director) | 30,848 | |
| Deferred compensation share equivalents | 26,683 | |
| Total beneficial ownership | 77,531 | |
| % of shares outstanding | <1% | |
| Hedging/Pledging | Prohibited for directors | |
| Ownership guideline | 5x annual cash retainer; all directors were compliant or on track as of Dec 31, 2024 |
Governance Assessment
- Board effectiveness and engagement: McKenney is active across risk and technology oversight (Risk Management; Cybersecurity & Technology Subcommittee) and governance, aligning with USB’s focus on risk discipline, cyber resiliency, and emerging technologies (AI/ML). Board attendance was exceptionally high in 2024 (99% average) and executive sessions are regularly held, reinforcing independent oversight .
- Independence and conflicts: The Board deems McKenney independent; no related-party transactions were disclosed involving him or Unum. Directors are prohibited from hedging/pledging USB stock, and overboarding limits applicable to CEOs appear met, supporting alignment and reduced conflict risk .
- Compensation and alignment: Director pay is standard for market practice (cash retainer, committee retainers, fully vested RSUs deferred until board departure). McKenney’s deferral of cash fees and RSU settlement structure strengthen long-term alignment; no performance pay, options, or tax gross-ups are used for directors (equity vests at grant, settles post-service) .
- RED FLAGS: None disclosed specific to McKenney. No related-party transactions, no pledging/hedging, high board attendance, and compliance with director ownership guidelines reduce governance risk signals .