Yusuf I. Mehdi
US BANCORP \DE\About Yusuf I. Mehdi
Yusuf I. Mehdi, age 58, has served on U.S. Bancorp’s Board since June 2018 and is an independent director; he is Executive Vice President and Consumer Chief Marketing Officer at Microsoft, leading consumer vision, product marketing and stewardship across Copilot, Windows, Surface, M365 consumer, Edge, and Bing . At USB, Mehdi chairs the Cybersecurity & Technology Subcommittee and serves on the Public Responsibility and Risk Management Committees, bringing deep digital and technology expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Executive Vice President, Consumer Chief Marketing Officer | Oct 2023–present | Oversees consumer vision; product management and go‑to‑market for Devices & Creativity; Search, News & Advertising; steward for Copilot, Windows, Surface, M365 consumer, Edge, Bing |
| Microsoft Corporation | Vice President, Modern Life and Devices Group | Jun 2018–Oct 2023 | Led end‑user businesses across devices and consumer software/services |
| Microsoft Corporation | Corporate Vice President, Windows & Devices Group | 2015–Jun 2018 | Led Windows and Surface end‑user businesses |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Microsoft Corporation | Executive Vice President, Consumer CMO | No (0 other public boards) | Senior operating role; not a director |
Board Governance
- Committees: Chair, Cybersecurity & Technology Subcommittee; member, Risk Management; member, Public Responsibility .
- Independence: Board determined Mehdi is independent; only relevant relationship is USB’s ordinary‑course Microsoft agreements, deemed immaterial and arm’s‑length .
- Attendance & engagement: Board held 12 meetings in 2024; each director attended at least 75% of meetings, with average attendance of 99%; regular executive sessions without management .
- Cyber/AI oversight: Subcommittee expanded in 2024 to include emerging technologies (AI/ML) affecting tech strategy and operations; receives focused AI/ML governance updates .
- Director education: Ongoing program with special sessions (2024 topics included ALM, global markets, corporate real estate, cybersecurity) .
Fixed Compensation
| Component (April 2024–April 2025 term) | Amount | Notes |
|---|---|---|
| Annual non‑employee director cash retainer | $100,000 | Standard board retainer |
| Risk Management Committee (member) retainer | $20,000 | Additional annual fee for RM members |
| Cybersecurity & Technology Subcommittee (chair) retainer | $25,000 | Additional annual fee for subcommittee chair |
| Special meeting/subcommittee attendance fees | $1,500 per meeting | Applies to non‑regular meetings and subcommittee sessions (incl. Cybersecurity) |
| Annual RSU grant (fully vested at grant; delivery deferred) | $185,013 | 4,691 RSUs granted on April 18, 2024 |
| 2024 Director compensation (Mehdi) – Cash | $154,000 | Includes retainer(s) and applicable fees |
| 2024 Director compensation (Mehdi) – Stock awards | $185,013 | Annual RSU grant |
| 2024 Director compensation (Mehdi) – Total | $339,013 | Sum of cash and stock awards |
- Structure notes: RSUs are fully vested at grant but shares are delivered after board service ends (lump sum or 10 installments); dividend equivalents accrue in vested RSUs .
- Year‑over‑year: Board increased annual director RSU grant fair value by $10,000 in 2024 to ~$185,000 following peer review .
Performance Compensation
- Not applicable: U.S. Bancorp’s non‑employee directors do not receive performance‑based pay; annual equity grants are time‑based RSUs (fully vested at grant, deferred delivery) and no options are outstanding for directors .
Other Directorships & Interlocks
| Relationship | Nature | 2024 Amounts/Terms | Governance Determination |
|---|---|---|---|
| USB–Microsoft (vendor relationship) | Ordinary‑course technology services (desktop, server, cloud) | ~$82 million paid in 2024 | Board deemed amounts immaterial to Microsoft’s revenues and Mehdi’s independence unimpaired |
| 6‑year cloud services agreement (2021) | Cloud computing & migration | Expected aggregate payments $200–$300 million over term | Ordinary‑course, arm’s‑length; independence unimpaired |
| Other public company boards | Mehdi | 0 current boards | No overboarding risk |
Expertise & Qualifications
- Customer experience leadership: Defines consumer vision and end‑to‑end user experience at a large multinational, adding retail/online and public policy perspective .
- Digital, technology, cybersecurity expertise: Extensive track record leading Windows/Surface/consumer services; subcommittee oversight of cyber, resiliency, and AI/ML governance .
Equity Ownership
| Holder | Common Shares | Options (60‑day exercisable) | RSUs | Total Beneficial | % of Common Stock |
|---|---|---|---|---|---|
| Yusuf I. Mehdi | 0 | 0 | 28,705 | 28,705 | * (<1%) |
- Director stock ownership guidelines: Minimum holding equal to 5× annual cash retainer; new directors must comply within five years; as of Dec 31, 2024, all directors were compliant or on track .
- Hedging/pledging: Directors prohibited from pledging USB securities and from hedging transactions .
Governance Assessment
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Strengths:
- Chair of Cybersecurity & Technology Subcommittee with explicit AI/ML oversight—supports robust tech risk governance in a critical area for a large bank .
- Clear independence determination despite major vendor ties; transactions are arm’s‑length and immaterial to Microsoft—reduces conflict risk while preserving technical expertise on the board .
- High board/committee attendance norms and regular executive sessions—signals active oversight culture .
- Director ownership guidelines and deferred RSU structure align incentives with long‑term shareholder outcomes .
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Watch items / RED FLAGS to monitor:
- Related‑party exposure via substantial cloud/services spend with Microsoft (2024: ~$82M; multi‑year cloud $200–$300M) may invite scrutiny if scope expands or terms change—ongoing governance review warranted even with immateriality findings .
- As subcommittee chair, ensure continued disclosure on AI/ML risk governance, resiliency exercises, and investment oversight to maintain investor confidence in tech risk management .
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Broader signals:
- Shareholder engagement structure and strong Say‑on‑Pay support (93.5% in 2024) reflect positive governance sentiment, indirectly supportive of board credibility .