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Proxy Statement
A Message from Our CEO
A Message from Our Lead Independent Director
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Statement Highlights
Proposal 1
Proposal 1 - Election of Directors
- Director Selection and Nomination Considerations
- 2025 Nominees for Director
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board Meetings and Committees
- Committee Responsibilities
- Committee Member Qualifications
- Compensation Committee Interlocks and Insider Participation
- Majority Vote Standard for Election of Directors
- Board Performance Evaluations
- Director Orientation and Onboarding
- Director Education
- Ethics and Conduct
- Succession Planning and Management Development
- Shareholder Engagement
- Risk Oversight by the Board of Directors
Certain Relationships
Certain Relationships and Related Transactions
- Review of Related Person Transactions
- Related Person Transactions
Proposal 2
Proposal 2 - Advisory Vote on Executive Compensation
Compensation Information
Compensation Discussion and Analysis
- Executive Compensation Overview
- Philosophy and Objectives of Our Executive Compensation Program
- Base Salary
- Annual Cash Incentive Awards
- Long-Term Incentive Awards
- Decision Making and Policies
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change-in-Control
- Pay Ratio
- Pay Versus Performance
Director Compensation
Audit Report
Audit Committee Report and Payment of Fees to Auditor
Proposals 3 & 4
Proposal 3 - Ratification of Selection of Independent Auditor
Proposal 4 - Shareholder Proposal Regarding a Report on Board Oversight of Risks Relating to Discrimination
Additional Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Annual Meeting and Voting
Other Matters
- Annual Report to Shareholders and Form 10-K
- Communicating with U.S. Bancorp's Board of Directors
- Deadlines for Nominating Directors and Submitting Proposals for the 2026 Annual Meeting
- Other Matters for Consideration
Non-GAAP Financial Measures
Forward-Looking Statements
Every Shareholder Can Make a Difference
Meet the Board
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2025 Proxy Statement
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Page 89 of 103
Proxy Statement
A Message from Our CEO
A Message from Our Lead Independent Director
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Statement Highlights
Proposal 1
Proposal 1 - Election of Directors
- Director Selection and Nomination Considerations
- 2025 Nominees for Director
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board Meetings and Committees
- Committee Responsibilities
- Committee Member Qualifications
- Compensation Committee Interlocks and Insider Participation
- Majority Vote Standard for Election of Directors
- Board Performance Evaluations
- Director Orientation and Onboarding
- Director Education
- Ethics and Conduct
- Succession Planning and Management Development
- Shareholder Engagement
- Risk Oversight by the Board of Directors
Certain Relationships
Certain Relationships and Related Transactions
- Review of Related Person Transactions
- Related Person Transactions
Proposal 2
Proposal 2 - Advisory Vote on Executive Compensation
Compensation Information
Compensation Discussion and Analysis
- Executive Compensation Overview
- Philosophy and Objectives of Our Executive Compensation Program
- Base Salary
- Annual Cash Incentive Awards
- Long-Term Incentive Awards
- Decision Making and Policies
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change-in-Control
- Pay Ratio
- Pay Versus Performance
Director Compensation
Audit Report
Audit Committee Report and Payment of Fees to Auditor
Proposals 3 & 4
Proposal 3 - Ratification of Selection of Independent Auditor
Proposal 4 - Shareholder Proposal Regarding a Report on Board Oversight of Risks Relating to Discrimination
Additional Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Annual Meeting and Voting
Other Matters
- Annual Report to Shareholders and Form 10-K
- Communicating with U.S. Bancorp's Board of Directors
- Deadlines for Nominating Directors and Submitting Proposals for the 2026 Annual Meeting
- Other Matters for Consideration
Non-GAAP Financial Measures
Forward-Looking Statements
Every Shareholder Can Make a Difference
Meet the Board
Proxy Statement
Proxy Statement
A Message from Our CEO
A Message from Our Lead Independent Director
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Statement Highlights
Proposal 1
Proposal 1
Proposal 1 - Election of Directors
- Director Selection and Nomination Considerations
- 2025 Nominees for Director
Corporate Governance
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board Meetings and Committees
- Committee Responsibilities
- Committee Member Qualifications
- Compensation Committee Interlocks and Insider Participation
- Majority Vote Standard for Election of Directors
- Board Performance Evaluations
- Director Orientation and Onboarding
- Director Education
- Ethics and Conduct
- Succession Planning and Management Development
- Shareholder Engagement
- Risk Oversight by the Board of Directors
Certain Relationships
Certain Relationships
Certain Relationships and Related Transactions
- Review of Related Person Transactions
- Related Person Transactions
Proposal 2
Proposal 2
Proposal 2 - Advisory Vote on Executive Compensation
Compensation Information
Compensation Information
Compensation Discussion and Analysis
- Executive Compensation Overview
- Philosophy and Objectives of Our Executive Compensation Program
- Base Salary
- Annual Cash Incentive Awards
- Long-Term Incentive Awards
- Decision Making and Policies
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards
- Option Exercises and Stock Vested
- Pension Benefits
- Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change-in-Control
- Pay Ratio
- Pay Versus Performance
Director Compensation
Audit Report
Audit Report
Audit Committee Report and Payment of Fees to Auditor
Proposals 3 & 4
Proposals 3 & 4
Proposal 3 - Ratification of Selection of Independent Auditor
Proposal 4 - Shareholder Proposal Regarding a Report on Board Oversight of Risks Relating to Discrimination
Additional Information
Additional Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Annual Meeting and Voting
Other Matters
- Annual Report to Shareholders and Form 10-K
- Communicating with U.S. Bancorp's Board of Directors
- Deadlines for Nominating Directors and Submitting Proposals for the 2026 Annual Meeting
- Other Matters for Consideration
Non-GAAP Financial Measures
Forward-Looking Statements
Every Shareholder Can Make a Difference
Meet the Board
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