Warner L. Baxter
US BANCORP \DE\About Warner L. Baxter
Warner L. Baxter, age 63, has served on U.S. Bancorp’s board since December 2015. He is the retired Executive Chairman and former Chairman, President, and CEO of Ameren Corporation (Executive Chairman: Jan 2022–Nov 2023; CEO: 2014–Jan 2022) and previously Ameren Missouri’s CEO (2009–2014) and Ameren’s CFO (2003–2009); earlier he was a Senior Manager at PwC . Baxter is independent, chairs the Audit Committee, and serves on the Compensation and Human Resources and Executive Committees; the Board reported a 99% average attendance in 2024, with each director attending at least 75% of Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Corporation | Executive Chairman; Chairman, President & CEO; EVP & CFO | Executive Chairman: Jan 2022–Nov 2023; CEO: 2014–Jan 2022; CFO: 2003–2009 | Led Fortune 500 utility through regulated environment; extensive financial reporting/accounting expertise |
| Ameren Missouri | Chairman, President & CEO | 2009–2014 | Utility leadership in regulated industry; risk management experience |
| PricewaterhouseCoopers LLP (PwC) | Senior Manager | Prior to Ameren | Financial reporting/accounting background; risk management grounding |
| Edison Electric Institute (EEI) | Chairman; Vice Chairman | Chairman: Jun 2022–Jun 2023; Vice Chair: 2020–Jun 2022 | Industry association leadership; sustainability/regulatory perspective |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Quanta Services, Inc. | Director | Since 2024 | Audit; Nominating & Corporate Governance |
| WEC Energy Group, Inc. | Director | Since 2025 | Audit; Oversight Committee |
| Ameren Corporation | Director/Executive Chairman | 2014–2023 | Executive leadership; board service concluded 2023 |
Board Governance
- Committee assignments: Audit (Chair), Compensation & Human Resources (member), Executive (member) .
- Independence: Board determined Baxter is independent; independent directors compose 100% of Audit, Compensation & Human Resources, Governance, and Public Responsibility committees .
- Attendance: Board held 12 meetings in 2024; 99% average attendance; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Overboarding & conduct: Directors limited to ≤3 other public company boards (unless approved); no hedging/pledging of USB stock; regular executive sessions without management; stock ownership guideline = 5× annual cash retainer within 5 years .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual Board cash retainer | $100,000 | |
| Lead Independent Director additional retainer (if applicable) | $50,000 | |
| Committee chair retainers | Audit and Risk Management: $45,000; CHR/Governance/Public Responsibility: $30,000; Cybersecurity & Technology Subcommittee: $25,000 | |
| Audit/Risk committee member retainer (non-chair) | $20,000 | |
| Special/ad hoc meeting fee | $1,500 per special meeting/subcommittee meeting | |
| Baxter – Fees earned (2024) | $149,500 | |
| Baxter – Fees earned (2023) | $147,500 |
Performance Compensation
| Equity Grant | Grant Date | Units | Grant-Date Fair Value | Vesting/Delivery | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual RSU (directors, 2024–2025 term) | Apr 18, 2024 | 4,691 | $185,013 | Fully vested at grant; shares delivered upon end of board service; director may elect lump sum or 10 annual installments | |
| Annual RSU (directors, 2023–2024 term) | Apr 20, 2023 | 5,035 | $175,017 | Fully vested at grant; delivered at end of service (same as above) | |
| Program limit | — | — | Directors capped at $600,000 aggregate grant-date value per calendar year | ||
| Dividend equivalents | — | — | — | Paid as additional fully vested RSUs; delivered upon distribution of underlying RSUs |
Note: Non-employee director equity is time-based RSUs; no performance metrics are used for director equity grants .
Other Directorships & Interlocks
| Company | Sector Relationship to USB | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Quanta Services, Inc. | Utility/Infrastructure services; potential customer/vendor relationships typical of diversified banks | No related-party transaction disclosed with Quanta | Noted only Microsoft-related transactions for another director; none for Baxter |
| WEC Energy Group, Inc. | Regulated utilities; potential typical banking relationships | No related-party transaction disclosed with WEC | Same as above |
| Ameren Corporation (prior) | Former executive/board role | Prior affiliation ended 2023 | Background listed in biography |
Expertise & Qualifications
- CEO experience: Recent Fortune 500 CEO; strategic growth leadership .
- Financial reporting/accounting: Former CFO/Controller; PwC background; Audit Committee Chair .
- Regulated industry expertise: Deep experience in critical infrastructure and regulated utilities; EEI leadership .
- Risk management: Executive leadership in risk-sensitive sectors; PwC foundational risk experience .
Equity Ownership
| As-of Date | Outstanding Shares | Options (Exercisable ≤60 Days) | RSUs Held | Deferred Compensation | Total | % of Common Stock |
|---|---|---|---|---|---|---|
| Feb 3, 2025 | — | — | 39,164 | — | 39,164 | * |
| Dec 31, 2024 | — | — | 38,785 | — | 38,785 | * |
Alignment policies:
- Stock ownership guideline: 5× annual cash retainer; directors in compliance or on track as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors .
Governance Assessment
- Strengths: Independent Audit Chair with CFO/PwC experience; high Board/committee attendance; robust director alignment (ownership guidelines; no hedging/pledging); clear committee oversight; regular executive sessions .
- Compensation alignment: Cash + RSU mix aligned with market; modest increases to RSU grant value ($185k) and chair/member fees reflect scope/market competitiveness; director fees are largely fixed; equity is time-based with deferred delivery, reinforcing long-term alignment .
- Conflicts: No Baxter-related related-party transactions disclosed; routine ordinary-course relationships noted only for other affiliations (e.g., Microsoft for another director) with immaterial amounts relative to revenues and independence maintained .
- Shareholder signals: Recent Say-on-Pay support 93.5% at 2024 annual meeting; over 92% in each of the last seven years; 95.3% support for the 2024 Stock Incentive Plan—indicates broad investor confidence in compensation/governance practices .
RED FLAGS: None disclosed specific to Baxter (no related-party transactions, hedging/pledging, or attendance issues). Monitoring point: Multi-board commitments (USB + Quanta + WEC) remain within USB’s overboarding policy; maintain oversight given Audit Chair workload in a large bank context .