Roland A. Hernandez
US BANCORP \DE\About Roland A. Hernandez
Roland A. Hernandez (age 67) is U.S. Bancorp’s Lead Independent Director, serving on the Compensation & Human Resources, Governance, and Executive Committees; he has been a director since January 2012 and is deemed independent by the Board . He is Founding Principal and CEO of Hernandez Media Ventures (since 2001), and previously served as Chairman (1998–2000) and President/CEO (1995–2000) of Telemundo Group . He holds a BA and JD from Harvard (disclosed in other public company filings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hernandez Media Ventures | Founding Principal & CEO | 2001–present | Media asset acquisition/management |
| Telemundo Group, Inc. | Chairman | 1998–2000 | Led strategic oversight in Spanish-language media |
| Telemundo Group, Inc. | President & CEO | 1995–2000 | Operational and strategic leadership |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Fox Corporation | Director | 2019–present | Audit Committee Chair; Nominating & Corporate Governance Committee |
| Take-Two Interactive Software, Inc. | Director | 2019–present | Compensation Committee |
| MGM Resorts International | Director (former) | 2002–2021 | — |
Board Governance
- Lead Independent Director since the 2023 annual meeting; responsibilities include leading executive sessions; calling special meetings; interviewing Board candidates; approving Board agendas; representing independent directors in shareholder and regulator communications; and advising the CEO/chairs to promote Board effectiveness .
- Committee memberships: Compensation & Human Resources; Governance; Executive (not a chair in current term) .
- Independence: Board affirms Hernandez has no material relationship with USB; all non-employee directors are independent under NYSE standards .
- Attendance: The Board held 12 meetings in 2024; average attendance was 99%, and each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Overboarding/retirement policy: USB limits directors to three other public boards (one other if serving as a public-company CEO) and evaluates re-nomination after age 72; Hernandez currently serves on two other public boards, within policy .
Fixed Compensation
Compensation framework for non-employee directors (April 2024–April 2025 term):
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 100,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | 50,000 | Additional annual cash retainer |
| Committee chair fees | — | Not applicable; Hernandez is not chair of Audit/Risk/CHR/G/PR/Cyber Subcommittee |
| Meeting fees (special/ad hoc) | 1,500 per meeting | For non-regular Board/committee and special/subcommittee meetings |
Director equity retainer (see Performance Compensation) is granted annually; no separate per-meeting equity .
Performance Compensation
USB does not use performance metrics for director pay; equity is time-based RSUs with deferred settlement.
| Metric/Component | Detail |
|---|---|
| Annual RSU grant (grant date fair value) | ~$185,000; fully vested at grant; under the U.S. Bancorp 2024 Stock Incentive Plan |
| Settlement | Shares delivered after Board service ends, either promptly or in ten annual installments (director election) |
| Dividend equivalents | Directors receive additional fully vested RSUs equal to dividends that would have been paid on restricted stock |
| Performance conditions | None; director RSUs are not performance-based |
Other Directorships & Interlocks
| Company | Shared ties/potential interlocks | Assessment |
|---|---|---|
| Fox Corporation | Audit Chair role may enhance financial oversight expertise at USB | No USB-related transactions disclosed; independence maintained |
| Take-Two Interactive | Compensation Committee role indicates pay governance expertise | No USB-related transactions disclosed |
No related-party transactions were disclosed involving Hernandez; the only director-affiliated relationship reviewed was with Microsoft (Mehdi), determined immaterial and not impairing independence .
Expertise & Qualifications
- Chief executive leadership: Prior CEO/Chairman experience (Telemundo) providing strategy and operational insight .
- Corporate governance: Extensive board leadership experience; prior Audit Committee and Capital Planning Committee chair at USB .
- Customer experience: Perspective from consumer-focused media leadership and service on boards of customer-centric companies .
- Financial reporting/accounting: Broad audit committee experience across public companies, augmenting USB’s oversight .
Equity Ownership
USB’s beneficial ownership disclosure for directors and officers (as of February 2, 2024):
| Holder | Outstanding Shares | Options Exercisable (60 days) | RSUs | Deferred Compensation Units | Total | % of Common Stock |
|---|---|---|---|---|---|---|
| Roland A. Hernandez | — | — | 53,609 | 20,710 | 74,319 | * |
- Director stock ownership guideline: 5× annual cash retainer; new directors must comply within five years. As of Dec 31, 2024, all directors were in compliance or on track .
- Hedging/pledging: Directors are prohibited from hedging or pledging USB securities, aligning with shareholder interests .
Fixed Director Compensation Structure (USB Program Snapshot)
| Component | Structure |
|---|---|
| Cash | Board retainer plus role-based retainers (e.g., LID), meeting fees for special/ad hoc sessions |
| Equity | Annual RSUs (approx. $185,000 grant date fair value), fully vested at grant; deferred settlement |
| Ownership & Restrictions | 5× retainer stock ownership guideline; no hedging or pledging |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2024 | 93.5 |
Shareholder outreach is systematic (top 50 institutions contacted; feedback shared with Board/committees), supporting governance responsiveness; Board reports robust director education and evaluations .
Governance Assessment
- Board effectiveness: As LID, Hernandez exercises robust authorities (agenda approval, executive sessions, special meetings, candidate interviews), adding independent counterweight to a non-independent Chair and supporting a smooth CEO transition to Gunjan Kedia in 2025 .
- Independence and conflicts: No related-party transactions or unique relationships involving Hernandez disclosed; independence affirmed by the Board .
- Compensation alignment: Balanced cash/equity mix with deferred equity settlement promotes long-term alignment; no performance metrics for directors, consistent with market practice; strong ownership guideline and anti-hedging/pledging policy .
- Attendance/engagement: High Board engagement (99% average attendance; all directors meeting expectations); committee responsibilities well-defined, with CHR oversight of director pay and risk in incentive programs .
- RED FLAGS: None disclosed specific to Hernandez. Monitoring items include multi-board commitments (currently within policy limits) and continued oversight of executive compensation and AI/technology risk via committee structures .
Overall, Hernandez’s LID role, audit/governance pedigree, and lack of related-party conflicts support investor confidence in USB’s board independence and oversight quality .