American Express (AXP) DEF 14ADefinitive proxy

Proxy Statement 2023

You Lead the Way. We’ve Got Your Back. We believe with the right backing, people and businesses have the power to progress in incredible ways. Our culture is built on strong relationships, shared values and purpose. The American Express Blue Box Values guide how we operate as a company and bring our company vision–to provide the world’s best customer experience every day–to life with trust, integrity, equity and respect. One of our most important values is “We Do What’s Right,” which serves as the foundation of how we make decisions and conduct business. With an unwavering commitment to back our customers, colleagues and communities, we proudly strive to uphold our company values and powerful backing promise every day

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Table of Contents

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Proxy Summary

Our Company’s Strategic Imperatives

American Express Company (the Company) is a globally integrated payments company, providing customers with access to products, insights and experiences that enrich lives and build business success. Our integrated payments platform includes card-issuing, merchant-acquiring and card network businesses. We are a leader in providing credit and charge cards to a broad range of customers, including consumers, small businesses, mid-sized companies and large corporations around the world. We seek to grow by focusing on four strategic imperatives:

Business Performance

Our 2022 results demonstrate that our growth plan is working, driving Card Member engagement, acquisition and retention. Business performance highlights in 2022 include:

Financial Results

2022 financial highlights include:

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Financial Performance Highlights

How Our Compensation Program Supports Our Business Strategy

Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and encouraging responsible risk-taking. This is achieved by linking individual pay with the Company’s performance on a diverse set of measures as well as financial and strategic goals. All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-Term Incentive Awards are designed to align executives with the Company’s long-term performance using performance-based equity awards in the form of Performance Restricted Stock Units and Stock Options. Further, the Company Scorecard incentivizes performance and includes key objectives in four categories: Shareholder, Customer, Colleague and Strategic.

In 2022, the Compensation and Benefits Committee modified its charter to reflect its ongoing activity in reviewing strategies relating to colleague health and wellbeing in addition to Diversity, Equity & Inclusion (DE&I), pay equity and talent. It also increased its focus on reviewing incentive plan performance. Executive compensation continues to be linked to our Environmental, Social and Governance (ESG) goals, including diversity representation, talent retention, culture and inclusion metrics in the Colleague category of the Company’s Scorecard and key ESG initiatives in the Strategic category of our Company Scorecard.

To support strong oversight, our Board’s Compensation and Benefits Committee approves performance goals across our categories and certifies performance outcomes.

Our executive compensation program, including compensation principles and strategy, is discussed in detail under the Compensation Discussion and Analysis section of this proxy statement.

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Our Board of Directors

The following provides current summary information about each director nominee. Our director nominees possess a range of diverse skills, backgrounds, experience and viewpoints that we believe are integral to an effective and well-functioning board. For more information about our director nominees, please see our Board experience and diversity matrix on page 6. Detailed information about each director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 7.

Our Director Nominees

∎  Member     ●  Chair

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For a detailed discussion of our corporate governance framework and our director nominees, please see Corporate Governance at American Express beginning on page 5.

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Corporate Governance at American Express

Item 1: Election of Directors for a Term of One Year

Our Board welcomed two new independent directors during 2022. Walter J. Clayton III was elected to our Board on October 5, 2022 and joined our Risk Committee on March 8, 2023. Deborah P. Majoras was elected to our Board on December 7, 2022 and joined our Nominating, Governance and Public Responsibility Committee on March 8, 2023. Both Mr. Clayton and Ms. Majoras bring to the Board and its committees significant experience as described herein, and we look forward to their continued contributions.

Our Board currently has 16 members. Fourteen of our directors are standing for re-election to hold office until the 2024 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Two of our current directors, Charlene Barshefsky and Michael O. Leavitt, are retiring and not standing for re-election. For more information, please see Our Retiring Directors on page 15. Our Board has appointed Laureen E. Seeger, Kristina V. Fink and David A. Kanarek as proxies to vote your shares on your behalf. The proxies intend to vote for the election of each of the 14 candidates nominated by the Board unless you indicate otherwise on your proxy or voting instruction form or when you vote by telephone or online. Each candidate has consented to being named in this proxy statement and serving as a director, if elected. However, if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board. If the Board nominates another individual, the persons named as proxies may vote for that nominee.

Our Board’s Composition

As illustrated by our Board experience and diversity matrix and the director biographies on pages 6-14, our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our Board believes that the combination of the various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and insightful strategic guidance.

We continually review our Board’s composition to identify the skills needed for our Company both in the near term and into the future. Ongoing strategic board succession planning, along with our mandatory retirement age for directors, are designed to ensure that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. Over the next few years, certain of our current Board members will retire due to our mandatory retirement age. With this in mind, our Board has been actively engaged in succession planning and added seven new members since 2020. We believe that increasing the size of our Board in the short term to allow for knowledge transfer and information sharing between our newer directors and our retiring directors will help ensure an orderly and effective Board succession process over the next few years.

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Our Director Nominees

As our Board experience and diversity matrix illustrates, our director nominees have a variety of skills and experiences that help the Company execute its strategy. Specifically, our director nominees hold and have held senior positions as leaders of various large, complex businesses and organizations and in government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers, senior regulators and members of senior management of large, global businesses. Through these roles, our nominees have developed expertise in core business strategy, operations, finance, human capital management and leadership development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business environments and foster innovation and business transformation. Additionally, our nominees’ experience serving in government and on other public, private and non-profit boards brings valuable knowledge and expertise, including in the areas of public policy, ESG, succession planning, compensation, cybersecurity, financial reporting and regulatory compliance.

Detailed biographical information for each director nominee follows. We have included career highlights, other public directorships and select professional and community contributions along with the top qualifications, experience, skills and expertise that we believe each director brings to our Board. Our Board considered all of the aforementioned attributes and the results of our annual board evaluations when deciding to re-nominate the following directors.

		Thomas J. Baltimore
		Director since: 2021 Age: 59 Independent		Committees: Audit and Compliance

Mr. Baltimore’s extensive hospitality and real estate experience along with his public company CEO experience provide him with a highly valued perspective on our Board.

Mr. Baltimore has been Chairman and CEO of Park Hotels & Resorts, Inc., a NYSE-listed lodging real estate investment trust, since 2016. From 2011 to 2016, Mr. Baltimore was President, CEO and Director of RLJ Lodging Trust, a NYSE-listed real estate investment company. Mr. Baltimore serves as an Executive Committee member of the American Hotel & Lodging Association; a director of the University of Virginia Investment Management Company; a board member of the UVA McIntire School of Commerce Foundation; and a director of the Real Estate Roundtable. Mr. Baltimore is a member of the board of directors of Park Hotels & Resorts, Inc. and Comcast Corporation. Previously, he was a member of the board of directors of AutoNation and Prudential Financial Inc. Mr. Baltimore received his Bachelor of Science and his Master of Business Administration degrees from the University of Virginia.

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		John J. Brennan
		Director since: 2017 Age: 68 Lead Independent Director		Committees: Audit and Compliance Compensation and Benefits (Chair)

Mr. Brennan’s extensive career at The Vanguard Group, Inc. (Vanguard) provides him with the ability to understand our institutional investors’ perspectives and a deep knowledge of risk and audit oversight issues.

Mr. Brennan has been Chairman Emeritus and Senior Advisor at Vanguard, a global investment management company, since 2010. Mr. Brennan joined Vanguard in July 1982, was elected Chief Financial Officer (CFO) in 1985, President in 1989, CEO from 1996 to 2008 and Chairman of the Board from 1998 to 2009. Mr. Brennan was Chairman of the Board of Governors of Financial Industry Regulatory Authority (FINRA) (2016-2017); Chairman of the Board of Trustees of the University of Notre Dame; Chairman of the Vanguard Charitable Endowment Program; and Founding Trustee of the King Abdullah University of Science and Technology. Mr. Brennan is a former Chairman of the Financial Accounting Foundation, an overseer of financial accounting and reporting standard-setting boards. Previously, he served as a member of the board of directors of General Electric Company and LPL Financial Holdings, Inc. Mr. Brennan received his Bachelor of Arts from Dartmouth College and his Master of Business Administration at Harvard University.

		Peter Chernin
		Director since: 2006 Age: 71 Independent		Committees: Compensation and Benefits Nominating, Governance and Public Responsibility (Chair)

Mr. Chernin brings to the Board extensive entertainment, media and senior management experience.

Mr. Chernin is the founder and CEO of North Road Company, a global multi-genre film and TV studio which owns Chernin Entertainment, LLC, a film and television production company, and the Chernin Group, LLC, which is involved in strategic opportunities in media, technology and entertainment. Prior to that, Mr. Chernin was President, Chief Operating Officer and a director of News Corporation and was Chairman and CEO of the Fox Group from 1996 to 2009, where he oversaw the global operations of the company’s film, television, satellite cable and digital media businesses. Mr. Chernin is Co-Chairman and Co-Founder of Malaria No More. He is a former director and Co-Chair of the Board of Visitors of the University of California, Berkeley and a former director of the Harvard AIDS Initiative. Mr. Chernin received his Bachelor of Arts from the University of California, Berkeley.

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		Walter J. Clayton III
		Director since: 2022 Age: 56 Independent		Committees: Risk

Mr. Clayton’s breadth of legal and regulatory experience, as well as his deep knowledge and understanding of domestic and international financial markets, make him an asset to our Board.

Mr. Clayton has been Senior Policy Advisor and Of Counsel at Sullivan & Cromwell LLP since 2021. Prior to that, Mr. Clayton served as Chair of the U.S. Securities and Exchange Commission (SEC) from 2017 to 2020. During that time, in addition to chairing the SEC, he was a member of the President’s Working Group on Financial Markets, the Financial Stability Oversight Council and the Financial Stability Board. Mr. Clayton also participated on the Board of the International Organization of Securities Commissions. Prior to joining the SEC, Mr. Clayton was a partner at Sullivan & Cromwell LLP, where he was a member of the firm’s Management Committee and co-head of the firm’s corporate practice and cybersecurity group (2001-2017). From 2009 to 2017, Mr. Clayton was a Lecturer in Law and Adjunct Professor at the University of Pennsylvania Law School and, since 2021, has been an Adjunct Professor at both the Wharton School and the Carey Law School of the University of Pennsylvania. Mr. Clayton also serves as Non-Executive Chair of Apollo Global Management and is a member of the Federal Deposit Insurance Corporation’s Systemic Resolution Advisory Committee. Mr. Clayton received his Bachelor of Science from the University of Pennsylvania, his Bachelor of Arts and Master of Arts from the University of Cambridge and his Juris Doctor from the University of Pennsylvania.

		Ralph de la Vega
		Director since: 2016 Age: 71 Independent		Committees: Audit and Compliance (Chair) Compensation and Benefits

Mr. de la Vega brings to the Board extensive international business, digital and mobile technology experience.

Mr. de la Vega has been the Chairman and Founder of the De La Vega Group since 2018. Prior to that, he was the Vice Chairman of AT&T Inc. and CEO of Business Solutions and International, AT&T from 2016 to 2018; President and CEO of AT&T Mobile and Business Solutions from 2014 to 2016; President and CEO of AT&T Mobility from 2007 to 2014. From 2004 to 2006, Mr. de la Vega was the Chief Operating Officer of Cingular Wireless. He is a member of the board of directors of New York Life Insurance Company and Amdocs Ltd. He is also a member of the board of directors of Junior Achievement Worldwide and the Latino Donor Collaborative, as well as a former Executive Board Member of the Boy Scouts of America. He received his Bachelor of Science in Mechanical Engineering from Florida Atlantic University, his Master of Business Administration from Northern Illinois University and an Honorary Doctorate from Florida Atlantic University.

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		Theodore J. Leonsis
		Director since: 2010 Age: 67 Independent		Committees: Compensation and Benefits Nominating, Governance and Public Responsibility

Mr. Leonsis’ success as an innovator and entrepreneur allows him to identify business opportunities and drive new strategies based on changing technologies, social media and digital trends.

Mr. Leonsis has been the founder, Chairman and CEO of Monumental Sports & Entertainment, LLC, a sports, entertainment, media and technology company, since 2010. Previously, Mr. Leonsis was Vice Chairman Emeritus of AOL LLC, a leading global ad-supported Web company. Prior to AOL LLC, Mr. Leonsis was Chairman of Revolution Money, Inc., which American Express acquired in January 2010. Mr. Leonsis serves as a board member for the Hellenic Initiative and for OxiWear. He is the Advisory Board Chair for Georgetown Entrepreneurship; the Chairman for D.C. College Access Program, Inc.; co-founder and Vice-Chair for the Greater Washington Partnership; and co-founder and co-Executive Chairman of aXiomatic Gaming. Mr. Leonsis is also a council member for the National Museum of African American History and Culture. Mr. Leonsis also serves as a member of the board of directors of Groupon, Inc. He received his Bachelor of Arts from Georgetown University.

		Deborah P. Majoras
		Director since: 2022 Age: 59 Independent		Committees: Nominating, Governance and Public Responsibility

Ms. Majoras brings decades of legal, regulatory and public policy experience to our Board.

Ms. Majoras joined Procter & Gamble Co. in 2008 and was named Chief Legal Officer and Corporate Secretary in 2010, where she served in such capacity until 2022. She was previously Chair of the Federal Trade Commission from 2004 until 2008 and she was Deputy Assistant Attorney General and later Principal Deputy of the U.S. Department of Justice’s Antitrust Division from 2001 to 2003. Earlier in her career, she was an associate and partner at the law firm Jones Day LLP. Ms. Majoras previously served on the Leadership Council on Legal Diversity board. She is a member of the Executive Committee of the United States Golf Association and serves on the boards of the Christ Hospital Health Network, the Legal Aid Society of Cincinnati, Westminster College and the First Tee. Ms. Majoras also serves as a member of the board of directors of Valero Energy Corporation. Ms. Majoras received her Bachelor of Arts from Westminster College and her Juris Doctor from the University of Virginia.

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		Karen L. Parkhill
		Director since: 2020 Age: 57 Independent		Committees: Audit and Compliance Risk (Chair)

Ms. Parkhill contributes her broad-ranging financial accounting expertise and banking experience to our Board.

Ms. Parkhill has been Executive Vice President and Chief Financial Officer of Medtronic, Inc. since 2016, where she leads the global finance organization and other key supporting functions including Treasury, Controller, Tax, Internal Audit, Investor Relations, Business Development, Information Technology and Enterprise Business Services. Previously, Ms. Parkhill was the Vice Chairman and Chief Financial Officer of Comerica Inc. from 2011 to 2016. Prior to Comerica Inc., she was the Chief Financial Officer of the Commercial Banking business at JP Morgan Chase and Co. from 2005 to 2011. Ms. Parkhill previously served as a member of the International Women’s Forum, as a National Trustee for the Boys and Girls Club of America and on the board of directors of Methodist Health System. Ms. Parkhill received her Bachelor of Science from Southern Methodist University and her Master in Business Administration from the University of Chicago.

		Charles E. Phillips
		Director since: 2020 Age: 63 Independent		Committees: Risk

Mr. Phillips’ extensive career in the technology industry and financial services provide him with a valued perspective on our Board.

Mr. Phillips has been the Managing Partner and co-founder of Recognize, a technology private equity firm, since 2020. From 2010 to 2020, Mr. Phillips was the Chairman and CEO of Infor, Inc., an enterprise software application provider. Prior to that, he was President of Oracle Corporation and a Managing Director at Morgan Stanley. Mr. Phillips is a former director of the Federal Reserve Bank of New York. Mr. Phillips serves as a director for Apollo Theater and for the Council on Foreign Relations. Mr. Phillips also serves as a member of the board of directors of Paramount Global and Compass. Previously, he served as a director on the board of Oscar Health. Mr. Phillips received his Bachelor of Science from the United States Air Force Academy, his Master of Business Administration from Hampton University and his Juris Doctor from New York University.

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		Lynn A. Pike
		Director since: 2020 Age: 66 Independent		Committees: Compensation and Benefits

Ms. Pike brings extensive payments and financial industry experience to our Board and has served as the Chair of the Board of American Express National Bank, our U.S. banking subsidiary, since 2019, including as co-Chair with Stephen Squeri from 2021-2022. Ms. Pike joined the board of American Express National Bank in 2013.

Ms. Pike is the former President of Capital One Bank and a former member of the Capital One Executive Committee from 2007 to 2012. Previously, Ms. Pike was former President of Business Banking at Bank of America, as well as the former President of California for that corporation from 2004 to 2007. Prior to that, Ms. Pike was Managing Director of Consumer Banking at FleetBoston from 2002 to 2004, prior to FleetBank’s acquisition by Bank of America in 2004. Ms. Pike serves as a member of the board of directors of Hiscox USA (HICI), BankWork$ and the California State University Channel Islands Foundation. Ms. Pike also serves as a director for Hiscox Ltd. Ms. Pike is a graduate of the Executive School of Marketing at the Fuqua School of Business at Duke University.

Mr. Squeri has been Chairman and CEO of American Express Company since 2018. As Chairman and CEO, Mr. Squeri has a unique perspective and has demonstrated leadership qualities and management capabilities to drive the long-term success of the Company.

Mr. Squeri has held many positions during his 37 years at American Express, including Vice Chairman of American Express Company, Group President of Global Corporate Services, Group President of Global Services and Executive Vice President and Chief Information Officer. Mr. Squeri is a member of the Board of Trustees for Manhattan College, a member of the Board of Governors for Monsignor McClancy Memorial High School, a Trustee for the Valerie Fund and a member of the Board of Overseers for the Memorial Sloan Kettering Cancer Center. He is also chair of the Business Roundtable Corporate Governance Committee. Mr. Squeri received his Bachelor of Science and his Master of Business Administration from Manhattan College.

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		Daniel L. Vasella
		Director since: 2012 Age: 69 Independent		Committees: Compensation and Benefits Nominating, Governance and Public Responsibility

Dr. Vasella brings to the Board his deep experience leading a highly regulated global business as well as a global perspective.

Dr. Vasella has been an Honorary Chairman of Novartis AG since 2013. Prior to that, Dr. Vasella served as Chairman of Novartis from 1999 to 2013 and as CEO from 1996 to 2010. From 1992 to 1996, Dr. Vasella held the positions of CEO, Chief Operating Officer, Senior Vice President and Head of Worldwide Development and Head of Corporate Marketing at Sandoz Pharma Ltd. Dr. Vasella is a former member of the International Business Leaders Advisory Council for the Mayor of Shanghai, a foreign honorary member of the Academy of Arts and Sciences and a former trustee of the Carnegie Endowment for International Peace. He also serves as a member of the board of directors of PepsiCo, Inc. and SciClone Pharmaceuticals, Inc. Dr. Vasella received his Doctorate of Medicine from the University of Bern in Switzerland and attended Harvard University’s Program for Management Development.

		Lisa W. Wardell
		Director since: 2021 Age: 53 Independent		Committees: Risk

Ms. Wardell brings her extensive senior leadership and global management experience to our Board.

Ms. Wardell is the former Executive Chairman of Adtalem Global Education, a position she held from 2021 to 2022. Prior to that Ms. Wardell was the Chairman and CEO of Adtalem Global Education, Inc from 2016 to 2021. From 2004 to 2016, Ms. Wardell was Executive Vice President and Chief Operating Officer for The RLJ Companies. Ms. Wardell is a member of the Business Council, the Executive Leadership Council and the CEO Action for Diversity and Inclusion. Ms. Wardell also serves as a member of the board of directors of G-lll Apparel Group, Ltd and Adtalem Global Education. Previously, she served on the board of Lowe’s Companies. Ms. Wardell received her Bachelor of Arts from Vassar College, her Juris Doctor from Stanford University and her Master of Business Administration from the University of Pennsylvania.

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		Christopher D. Young
		Director since: 2018 Age: 51 Independent		Committees: Nominating, Governance and Public Responsibility Risk

Mr. Young has deep cybersecurity expertise and experience in national security and emergency preparedness.

Mr. Young has been the Executive Vice President – Business Development, Strategy and Ventures of Microsoft Corp., since 2020. From 2017 to 2020, he was the CEO of McAfee, LLC, one of the world’s leading independent cybersecurity companies. Prior to that, Mr. Young joined Intel in 2014 and led the initiative to spin out McAfee. Previously, he led cybersecurity efforts at Cisco, RSA (a division of Dell EMC) and AOL. Mr. Young also led end user computing at VMware and cofounded the company Cyveillance. Mr. Young is a member of the Cybersecurity & Infrastructure Security Agency (CISA) Cybersecurity Advisory Committee and a former member of the President’s National Security Telecommunications Advisory Committee (NSTAC). He is a former director for the non-profit Cyber Threat Alliance and a former member of the Board of Trustees of Princeton University. Previously, Mr. Young served as a member of the board of directors of Snap Inc. Mr. Young received his Bachelor of Arts from Princeton University and his Master of Business Administration from Harvard University.

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Our Retiring Directors

Charlene Barshefsky and Michael O. Leavitt are retiring from our Board at the end of their current terms and, therefore, will not stand for reelection at our Annual Meeting of Shareholders. We thank them for their years of dedicated service and wish them continued success in the future.

Ideal Director Nominee Attributes

The Nominating, Governance and Public Responsibility Committee assesses potential candidates based on their history of achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that the committee has identified as desired and whether they possess personal attributes and experiences that will contribute to the sound functioning of our Board.

Diversity is also a key consideration in our nomination and succession planning processes. Our Corporate Governance Principles provide that the Board should be diverse, engaged and independent. When reviewing potential director nominees, the Nominating, Governance and Public Responsibility Committee considers the holistic diversity of the Board, including gender, race, ethnicity, age, sexual orientation and nationality, and does not discriminate on any basis. Specifically, we seek individuals who:

Process for Identifying and Adding New Directors

The Nominating, Governance and Public Responsibility Committee uses a professional search firm to help identify, evaluate and conduct due diligence on potential director candidates. Using a professional search firm supports the committee in conducting a broad search and looking at a diverse pool of potential candidates. The committee also maintains an ongoing list of potential candidates and considers recommendations made by the Board’s independent directors.

In addition, the Nominating, Governance and Public Responsibility Committee considers all shareholder recommendations for director candidates and applies the same standards in considering candidates submitted by shareholders as it does in evaluating all other candidates. Shareholders can recommend candidates by writing to the Nominating, Governance and Public Responsibility Committee in care of the Company’s Corporate Secretary and Chief Governance Officer, whose contact information is on page 32. Shareholders who wish to submit nominees for election at an annual or special meeting of shareholders should follow the procedure described on pages 102-103.

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The Nominating, Governance and Public Responsibility Committee identifies and adds new directors using the following process:

     Independent search firms

     Independent director recommendations

     Shareholder recommendations

Potential candidates are comprehensively reviewed and the subject of rigorous discussion during Nominating, Governance and Public Responsibility Committee meetings and Board meetings.

The candidates that emerge from this process are interviewed by members of the Nominating, Governance and Public Responsibility Committee and other Board members, including the Chairman and Lead Independent Director.

During these meetings, directors assess candidates on the basis of their skills and experience, their personal attributes and their expected contribution to the diversity of skills, experiences and backgrounds on our Board.

Extensive due diligence is conducted by third parties, including soliciting feedback from other directors and applicable persons outside the Company.

The Nominating, Governance and Public Responsibility Committee presents qualified candidates to the Board for review and approval.

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Director Onboarding

The Company maintains a comprehensive director onboarding program. The Company’s director onboarding program is individually tailored to take into account a director’s prior experience and background and includes one-on-one meetings with several members of senior management. Our onboarding process is regularly updated and focuses on introducing new directors and facilitating integration on the Board.

Our Board Evaluation Process

Our Board continually seeks to improve its performance. Our Lead Independent Director has regular one-on-one discussions with our Board members and conveys their feedback on an ongoing basis to our Chairman. Separately, our Chairman, Chief Legal Officer, and Corporate Secretary and Chief Governance Officer each routinely communicates with our Board members to obtain real-time feedback.

Our Nominating, Governance and Public Responsibility Committee oversees the formal annual evaluation process of the effectiveness of our Board and its standing committees. Conducting a robust annual evaluation process allows the Board to assess its performance and practices and identify areas for improvement. As part of the evaluation process, our Board analyzes and assesses the performance of both the Chairman and the Lead Independent Director, as well as the culture of the Board.

Our annual Board evaluations cover several areas, including the following:

Board efficiency and overall effectiveness

Board and committee structure

Board and committee composition

Satisfaction with the performance of the Chairman

Satisfaction with the performance of the Lead Independent Director

Board member access to the Lead Independent Director, CEO and other members of senior management

Quality of Board discussions and balance between presentations and discussion

Quality and clarity of materials presented to directors

Board and committee information needs

Satisfaction with Board agendas and the frequency and format of meetings and time allocations

Areas where directors want to increase their focus

Board dynamics and culture

Board and committee access to experts and advisors

Satisfaction with the format of the evaluation

Our Board plans to periodically engage an independent third-party evaluation firm as we have in the past to augment the Board’s annual evaluation process.

We believe that this continuous feedback cycle, along with our formal annual evaluation process, contributes to the overall functioning and ongoing effectiveness of our Board.

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Our Board Leadership Structure

Our Board is led by Mr. Brennan, our Lead Independent Director, and Mr. Squeri, our Chairman and CEO. We believe that strong independent leadership is essential for our Board to effectively perform its primary oversight functions and constructively challenge management. We also believe it is critically important for our Board to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Company as they change over time and considerations such as continuity of leadership, sound succession planning and the additional factors described below.

The Board believes that a combined Chairman and CEO role allows the Company to effectively convey its business strategy and core values to shareholders, customers, colleagues, regulators and the public in a single, consistent voice. The Board also recognizes the necessity of having a strong Lead Independent Director with a clearly defined role and set of responsibilities (as detailed below) where there is a combined Chairman and CEO or where the Chairman is not independent. Their leadership is supplemented by engaged and expert committee chairs along with independent-minded, skilled and committed directors.

Our Board and Nominating, Governance and Public Responsibility Committee recently completed their annual review of the Board’s leadership structure, and the independent directors re-elected Mr. Brennan as Lead Independent Director, a position he has held since September 2021. The annual Board leadership review considered how Mr. Brennan’s past experience would prepare him to perform the duties set forth below as Lead Independent Director as well as the insightful, effective and sound leadership provided by Mr. Brennan. The annual board leadership review also considers the tangible benefits to the Company of having a Chairman and CEO with an operational focus and extensive company experience given the global and complex nature of our business. In addition, the review also considered how the Company’s robust corporate governance practices combined with the Board’s current leadership structure helps to ensure both clear, strategic alignment throughout the Company and independent oversight of management. Taking all of this into account, our Board continues to believe that our current structure, led by Messrs. Brennan and Squeri, allows the Board to focus on key strategic, policy and operational issues, provides critical and effective leadership (both internally and externally), and creates an environment in which the Board can work effectively and appropriately challenge management, all of which we believe will benefit the long-term interests of our shareholders.

Strong Lead Independent Director with Defined Role and Responsibilities

As noted above, the Board recognizes that in circumstances like ours where the positions of Chairman and CEO are combined, a strong Lead Independent Director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership.

Mr. Brennan, the Board’s Lead Independent Director, has been a member of the Board since 2017. During his tenure as a Board member, Mr. Brennan has established strong and effective working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our business. Mr. Brennan chairs the Compensation and Benefits Committee and is a member of the Audit and Compliance Committee. He was the Chair of the Risk Committee up until his election as Lead Independent Director in September 2021 and regularly attends Risk Committee and Nominating, Governance and Public Responsibility Committee meetings as an observer.

The position of Lead Independent Director at American Express comes with a clear mandate and significant authority and responsibilities that are detailed below and can be found in our Board-approved Corporate Governance Principles. Mr. Brennan fulfills these responsibilities in his role as Lead Independent Director.

Preside at all meetings of the Board at which the Chairman is not present, including the executive sessions of the independent directors, and apprise the Chairman of the issues considered and decisions reached at those sessions;

Call additional meetings of the independent directors as needed;

Lead the Board in putting forth its expectations for “tone at the top;”

Meet regularly with the Chairman and serve as a liaison between the Chairman and the independent directors;

Facilitate effective and candid communication to optimize Board performance;

Serve as the Chair of the Compensation and Benefits Committee;

Coordinate with the Chair of the Nominating, Governance and Public Responsibility Committee (as needed) to recruit and interview qualified candidates for the Board;

Lead the annual evaluation of the Chairman and Chief Executive Officer, and together with the Chair of the Nominating, Governance and Public Responsibility Committee, the evaluation of the performance and effectiveness of the Board;

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Advise the Chairman of the Board’s informational needs, participate in the setting of Board meeting agendas, including requesting the inclusion of additional agenda items at his or her discretion, and review and approve the types of information sent to the Board;

Review and approve the schedule of Board meetings to ensure that the appropriate items are being discussed and that there is sufficient time for discussion of all agenda items;

Monitor and coordinate with the Chairman on appropriate governance issues and developments;

Be available as appropriate for consultation and direct communication with major shareholders;

Advise and meet with the Chairs of each Committee of the Board as needed to assist with the fulfillment of each such Committee Chair’s responsibilities to the Board; and

Consult with the Chair of the Nominating, Governance and Public Responsibility Committee and the Board on succession planning and appointments for each Committee of the Board.

In addition, all Board members are encouraged to propose the inclusion of additional Board agenda items that they deem necessary or appropriate in carrying out their duties. All Board members have direct access to the Chairman and to the Lead Independent Director.

Our Board’s Primary Role and Responsibilities, Structure and Processes

Our Board bears the responsibility for the oversight of management on behalf of our shareholders in order to ensure long-term value creation. In that regard, the primary responsibilities of our Board include, but are not limited to (i) oversight of the Company’s annual business plan and development of the Company’s strategy, including strategic objectives for the Company’s businesses, (ii) ongoing succession planning and talent management, including the review of the results of the Company’s Annual Colleague Experience Survey and (iii) risk management, including the oversight of the development of the Company’s risk appetite.

How our Board Oversees our Annual Business Plan and Corporate Strategy

Our Board is responsible for overseeing the development of the Company’s strategy, which articulates the Company’s strategic objectives for its businesses; helps establish and maintain an effective risk management structure and control function; and provides direction to senior management to determine which business opportunities to pursue. At the beginning of each year, our senior management presents our consolidated annual business plan to the Board, and the Board discusses the Company’s results relative to the plan periodically throughout the year. The Board holds senior management accountable for effectively implementing the Company’s strategy consistent with its risk appetite, while maintaining an effective risk management framework and system of internal controls. Each year the Board holds an offsite strategy meeting to conduct a deep dive into the Company’s strategic goals, timeline to achieve these goals and execution plans.

2023 PROXY STATEMENT     21  •

How our Board Engages in Ongoing CEO and Key Executive Succession Planning

Our Board ensures that we have the right management talent to pursue our strategies successfully.

The entire Board is involved in the critical aspects of the CEO succession planning process, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates and making key management succession decisions. Succession and development plans are regularly discussed with the CEO as well as without the CEO present in executive sessions of the Board. The Board makes sure that it has adequate opportunities to meet with and assess development plans for potential CEO and senior management successors to address identified gaps in skills and attributes. This occurs through various means, including informal meetings, Board dinners, presentations to the Board and committees, attendance at Board meetings and the comprehensive annual talent review. In addition, the Board has developed and approved an emergency CEO succession plan.

The Board also oversees management’s succession planning for other key executive positions. Our Board calendar includes at least one meeting each year at which the Board conducts a detailed talent review, which includes a review of the Company’s talent strategies, leadership pipeline and succession plans for key executive positions.

Additionally, the detailed results of the Company’s Annual Colleague Experience Survey are reviewed each year with the Board. Our Annual Colleague Experience Survey provides insights into employee satisfaction, leadership efficacy, learning opportunities and career development. The insights provided by the survey help improve the American Express colleague experience, workplace culture and business results. We believe that maintaining our strong workplace culture, adhering to our Blue Box Values and ensuring that our people feel included, valued, recognized and backed will help us attract, retain and develop the right talent to lead the Company and successfully execute our corporate strategy. Please see page 42 for additional information about our workplace culture.

•  22     2023 PROXY STATEMENT

How our Board Oversees Risk Management

Board of Directors

We are committed to Board-level oversight of risk management. Our Board monitors our “tone at the top” and risk culture and oversees emerging and strategic risks. Our CEO, other executive officers and other members of our management team regularly report to the Board and its committees to discuss short-term, intermediate-term and long-term risks, including credit risk, market risk, funding and liquidity risk, compliance risk, operational risk (including, but not limited to, conduct risk), reputational risk, country risk, model risk, strategic and business risk and ESG risk (including, but not limited to, climate change risk). These reports assist in the Board’s oversight of risk management and the ongoing evaluation of management controls. Risk management is primarily overseen by our Board through three Board committees: Risk, Audit and Compliance and Compensation and Benefits. Each committee consists entirely of independent directors and provides regular reports to the Board regarding matters reviewed at their committee. The committees meet regularly in executive sessions with our CFO, Chief Legal Officer, Chief Risk Officer, Global Compliance Officer (who reports to our Chief Risk Officer), Chief Audit Executive and other members of senior management with regard to our risk management processes, controls, talent and capabilities. The Board believes that these meetings help promote an effective ongoing risk dialogue between the Board and management.

Mr. Brennan, the Lead Independent Director, chairs the Compensation and Benefits Committee and is a member of the Audit and Compliance Committee. He was the Chair of the Risk Committee up until his election as Lead Independent Director in September 2021 and regularly attends Risk Committee and Nominating, Governance and Public Responsibility Committee meetings as an observer. As a Bank Holding Company with greater than $100 billion in total assets, the Company is required under the Federal Reserve’s “Enhanced Prudential Standards” to have a stand-alone Risk Committee, which must include at least one member with “experience in identifying, assessing and managing risk exposures of large, complex financial firms.” Mr. Brennan met this requirement when he was a member of the Risk Committee based on his experience with a variety of diverse financial companies, including, without limitation, his current and prior experience on the Company’s Board, including serving as the former chair of the Risk Committee and his prior professional experience as former Chairman, CEO and CFO of Vanguard. Vanguard is one of the largest investment companies in the world focused on consumer-oriented products and services, and Mr. Brennan’s leadership roles at Vanguard further demonstrate his experience in identifying, assessing and managing the risk exposures of a large, complex financial firm in a highly regulated sector. Specifically, Mr. Brennan was the Chairman and CEO of Vanguard for over a decade and spent another five years, prior to being appointed CEO, as the CFO of Vanguard. As CEO of Vanguard, Mr. Brennan was involved in, and was ultimately responsible for, risk management with respect to many of the same categories of risks faced by the Company, including credit risk, interest rate risk, liquidity risk, technology risk, operational risk, reputational risk and compliance and legal risk. Moreover, during his time at Vanguard and as part of its substantial expansion under his leadership, many of Vanguard’s risk management processes were necessarily enhanced over time. In addition, the Board believes that Mr. Brennan’s current and prior board service for external companies also support his risk management qualifications, including through his prior roles as Lead Governor and then Chairman of the FINRA.

The following graphic illustrates our risk management committee governance structure, as further detailed below.

2023 PROXY STATEMENT     23  •

Risk Committee

 

Provides oversight of our enterprise risk management framework, processes and methodologies. Approves our Enterprise Risk Management policy, which covers risk governance, risk oversight and risk appetite, including credit risk, market risk, funding and liquidity risk, compliance risk, operational risk (including, but not limited to, conduct risk), reputational risk, country risk, model risk, strategic and business risk and ESG risk (including, but not limited to, climate change risk). Our Enterprise Risk Management policy:

 

¾

Defines the authorized risk limits to control exposures within our risk capacity and risk tolerance, including economic scenarios

 

¾

Establishes principles for risk taking in the aggregate and for each risk type, and is supported by a comprehensive system for monitoring limits, escalation triggers and assessing control programs

 

Reviews and concurs with the appointment, replacement, performance and compensation of our Chief Risk Officer

 

Receives regular updates from the Chief Risk Officer on key risks, transactions and exposures

 

Receives reports on cybersecurity and related risks at least twice a year

 

Reviews our risk profile against the tolerances specified in the Risk Appetite Framework, including significant risk exposures, risk trends in our portfolios and major risk concentrations

 

Provides oversight of management’s execution of capital management and liquidity planning

 

Monitors the quality and effectiveness of the Company’s technology security, data privacy and disaster recovery capabilities

Audit and Compliance Committee

 

Assists the Board in its oversight responsibilities relating to the integrity of our annual and quarterly consolidated financial statements and financial reporting process, internal and external auditing, including the qualifications and independence of the Company’s independent registered public accounting firm and the performance of our internal audit services function, and the integrity of our systems of internal control over financial reporting and legal and regulatory compliance

 

Provides oversight of our Internal Audit Department

 

Periodically reviews and discusses with management and the Company’s independent registered public accounting firm the Company’s accounting policies, critical accounting estimates and critical auditing matters

 

Periodically reviews with management the Company’s disclosure controls and procedures and management’s conclusions about the efficacy of such disclosure controls and procedures

 

Reviews and concurs in the appointment, replacement, performance and compensation of our Chief Audit Executive and approves Internal Audit’s annual audit plan, charter, policies, budget and overall risk assessment methodology

 

Receives regular updates on the status of the audit plan and results including significant reports issued by Internal Audit and the status of our corrective actions

 

Receives regular updates from the Global Chief Compliance Officer and reviews and approves our compliance policies, which include our Compliance Risk Tolerance Statement

 

Reviews the effectiveness of our Corporate-wide Compliance Risk Management Program

 

Appoints, replaces, reviews and evaluates the qualifications of the Company’s independent registered public accounting firm

Compensation and Benefits Committee

 

Works with the Chief Colleague Experience Officer and the Chief Risk Officer to ensure our overall compensation programs, as well as those covering our business units and risk-taking employees, appropriately balance risk with business incentives and that business performance is achieved without taking imprudent or excessive risk

 

¾

Our Chief Risk Officer is actively involved in setting risk goals, including for our business units

 

¾

Our Chief Risk Officer also reviews the current and forward-looking risk profiles of each business unit and provides input into performance evaluations

 

¾

Our Chief Risk Officer meets with the committee and attests as to whether performance goals and results have been achieved without taking imprudent risks

 

Uses a risk-balanced incentive compensation framework to decide on our bonus pools and the compensation of senior executives

 

Approves the charter of, and receives reports from, management’s Risk Performance & Incentive Review Committee that reviews whether certain risk outcomes warrant downward adjustment to incentive compensation

•  24     2023 PROXY STATEMENT

Board Oversight of Cybersecurity

We are a global financial services company and understand the substantial operational risks for companies in our industry as well as the importance of preserving the trust of our customers and protecting personal information. To that end, we have an extensive cybersecurity governance framework in place. Our Board receives reports on cybersecurity at least once a year and our Risk Committee receives reports on cybersecurity at least twice a year, including in at least one joint meeting with the Audit and Compliance Committee, and all receive ad hoc updates as needed. In addition, the Risk Committee annually approves the Company’s Information Security Program.

Our information and cybersecurity program is designed to protect information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction. The program is built upon a foundation of advanced security technology, a well-staffed and highly trained team of experts and operations based on the National Institute of Standards and Technology Cybersecurity Framework. This consists of controls designed to identify, protect, detect, respond to and recover from information and cybersecurity incidents. The framework defines risks and associated controls which are embedded in our processes and technology. Those controls are measured and monitored by a combination of subject matter experts and a security operations center with our integrated cyber detection, response and recovery capabilities.

Program Highlights

 

We have a Cyber Crisis Response Plan in place that provides a documented framework for handling high-severity security incidents and facilitates coordination across multiple parts of the Company

 

We deploy multiple layers of controls, including embedding security into our technology investments

 

We invest in threat intelligence and are active participants in industry and government forums to improve sector cybersecurity defense

 

We collaborate with our peers in the areas of threat intelligence, vulnerability management and response and drills

 

We routinely perform simulations and drills at both a technical and management level

 

We incorporate external expertise and reviews in our program

 

All colleagues receive annual cybersecurity awareness training

We continuously assess the risks and changes in the cyber environment and dynamically adjust our program and investments as appropriate.

How our Management Oversees Risk

We use our comprehensive Enterprise Risk Management (ERM) program to identify, aggregate, monitor, measure, report and manage risks. The program also defines our risk appetite, governance, culture and capabilities. The implementation and execution of the ERM program is headed by our Chief Risk Officer.

There are several internal management committees, including the Enterprise Risk Management Committee (ERMC), chaired by our Chief Risk Officer. The ERMC is the highest-level management committee to oversee all firm-wide risks and is responsible for risk governance, risk oversight and risk appetite. It maintains the enterprise-wide Risk Appetite Framework and monitors compliance with limits and escalations defined in it. The ERMC oversees implementation of certain risk policies Company-wide. The ERMC reviews key risk exposures, trends and concentrations, and significant compliance matters, and provides guidance on the steps to monitor, control and report major risks. In addition, the Asset Liability Committee, chaired by our CFO, is responsible for managing our capital, funding and liquidity, investment, market risk and asset/liability activities in accordance with our policies and in compliance with applicable regulatory requirements. The Credit Reserves Committee, co-chaired by our CFO and Chief Credit Officer, oversees the measurement and financial recognition of the Company’s balance sheet related reserves for credit losses.

As defined in the ERM policy, we follow the “three lines of defense” approach to risk management. The first line of defense comprises functions and management committees directly initiating risk taking. Our CEO, business unit presidents and our CFO are part of the first line of defense. The second line of defense comprises independent functions overseeing risk-taking activities of the first line. The Chief Risk Officer, the Global Chief Compliance Officer, the Chief Operational Risk Officer and certain control groups, both at the enterprise level and within regulated entities, are part of the second line of defense. The global risk oversight team oversees the policies, strategies, frameworks, models, processes and capabilities deployed by the first line teams and provides challenges and independent assessments on how the first line of defense is managing risks. Our Internal Audit Group constitutes the third line of defense and provides independent assessments and effective challenge of the first and second lines of defense.

2023 PROXY STATEMENT     25  •

Our Board Committees

Our 2022 Board’s current standing committee membership information is listed on the following pages. Effective March 8, 2023, our Board approved revisions to the membership of our standing committees (see page 3 for our Board’s current committee membership). Each current member of our standing committees and each member in 2022 was independent and fulfilled the requirements applicable to each committee on which he or she served.

Board Committee Responsibilities

•  26     2023 PROXY STATEMENT

2023 PROXY STATEMENT     27  •

Our Corporate Governance Framework

We have adopted Corporate Governance Principles that, together with the charters of the four standing committees of the Board (Audit and Compliance, Compensation and Benefits, Nominating, Governance and Public Responsibility and Risk), our Code of Conduct (which constitutes our code of ethics for colleagues) and the Code of Business Conduct for Members of the Board of Directors, provide our governance framework. Key governance policies and processes also include our Whistleblower Policy, our comprehensive ERM Program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the Board committee level, guide the Company’s operations.

Our Board, along with management, regularly reviews our Corporate Governance Principles and practices to ensure that they are appropriate and reflect our high standards and Blue Box Values. In reviewing our Corporate Governance Principles and making recommendations, the Nominating, Governance and Public Responsibility Committee considers the views of shareholders expressed to us in engagement meetings, as well as publicly available discourse on governance.

You may view the following documents by clicking on the “Corporate Governance” link found on our Investor Relations webpage at http://ir.americanexpress.com and then selecting “Governance Framework.” You may also access our Investor Relations webpage through our main website at www.americanexpress.com by clicking on the “About American Express” link, which is located at the bottom of the Company’s homepage. You may also obtain free copies of the following materials by writing to our Company’s Corporate Secretary and Chief Governance Officer:

Majority Voting Standard for Director Elections

In a non-contested election, directors are elected by a majority of “for” votes cast by shareholders. A non-contested election is an election where the number of nominees is the same as the number of directors to be elected. If a director receives a greater number of votes “against” than votes “for” his or her election, the director is required to immediately submit his or her resignation to the Board. The Board, excluding such individual, will decide whether or not to accept such resignation and will promptly disclose and explain its decision in a Form 8-K filed with the SEC.

In a contested election, the director nominees who receive the plurality of votes cast are elected as directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An election is considered contested under our Certificate of Incorporation if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the fourteenth day prior to the date on which we file our definitive proxy statement with the SEC.

Our Policy on Director Outside Board Commitments

Our Board expects individual directors to allot sufficient time and attention to Company matters and to use their judgment and consider all of their commitments when accepting additional directorships on other corporations or charitable organizations. Our Board also recognizes that some directors have the time and ability to maintain the focus and commitment expected at our Board and committee meetings as well as those of other public companies. Our Corporate Governance Principles provide that a director should not serve on the boards of more than four public companies (including ours) or, if the director is an active Chief Executive Officer or equivalent of another public company, on the boards of more than three public companies (including ours). Additionally, a director who serves on our Audit and Compliance Committee should not serve on more than two other public company audit committees. Our Board believes that our policy strikes the right balance by allowing for the depth and breadth of experience gained through membership on other boards and the time commitment needed for engaged board service.

Our Nominating, Governance and Public Responsibility Committee believes it is important for directors to balance the insights gained from their roles on other boards with the ability to prepare for, attend and participate effectively in our Board and committee meetings. As a result, the Nominating, Governance and Public Responsibility Committee evaluates director performance to ensure directors continue to have the time and commitment to fulfill their obligations to our Board. When vetting prospective directors, a key component of the Company’s due diligence process includes inquiry into whether an individual has sufficient capacity to devote to

•  28     2023 PROXY STATEMENT

being an engaged and productive member of our Board. During the annual re-nomination process, the Nominating, Governance and Public Responsibility Committee considers a number of factors when deciding whether to renominate a director, including meeting attendance, individual contributions at meetings, the role of a director on other boards (with consideration given to public company board leadership positions), the commitment levels and time demands of outside activities, peer review feedback from one-on-one meetings held by each of our Chairman and Lead Independent Director with directors throughout the year and the results of the annual Board evaluation. Specifically, our annual evaluation process overseen by the Nominating, Governance and Public Responsibility Committee addresses topics including director commitment levels, engagement, effectiveness and preparedness, and the results are discussed by each committee and our Board. Our Nominating, Governance and Public Responsibility Committee confirms that all of our directors standing for re-election comply with our outside board commitment policy at this time.

We are aware that some of our shareholders have their own outside board commitment policies that are more restrictive than our policy and, specifically, that Thomas J. Baltimore, Jr. exceeds some of our shareholders’ policies as a public company CEO sitting on three public company boards. As indicated above, when our Nominating, Governance and Public Responsibility Committee was considering whether to nominate Mr. Baltimore to our Board, extensive due diligence regarding his capacity to serve was conducted, including consideration of his other public company leadership roles and outside commitments. Mr. Baltimore has a long-standing track record of effective engagement and consistent attendance records, and has continuously shown himself to be a prepared and active participant on our Board. Our Nominating, Governance and Public Responsibility Committee reviewed and considered the factors and information described above when deciding to re-nominate Mr. Baltimore again this year. Mr. Baltimore has also met with certain of our shareholders at their request to discuss his board commitments and his capacity to serve. Our Board believed at the time of his initial nomination, and continues to believe, that Mr. Baltimore allocates ample time and attention to Company matters, is a valued asset to our Board and has demonstrated his ability to fulfill his Board responsibilities to the satisfaction of our Board.

Our Board seeks the right mix of directors with skills to accomplish our long-term goals and strategy, and conducts extensive due diligence when evaluating prospective director nominees and during the annual renomination process. Our Board requests that shareholders consider the points above when applying their respective director commitment criteria and/or policies.

Director Attendance

Our Meeting Attendance Policy is set forth in our Corporate Governance Principles. During 2022, our Board met six times and our committees met 28 times. All directors attended 75% or more of the meetings of the Board and Board committees on which they served in 2022.

All of our directors serving on our Board at the time of our 2022 Annual Meeting of Shareholders attended the meeting. Our Board strongly encourages all of its members to attend the Annual Meeting of Shareholders but understands there may be circumstances that prevent such attendance.

Executive Sessions

Executive sessions of independent directors, led by our Lead Independent Director, enable the Board to discuss matters, such as strategy, emerging risks and external threats, CEO and senior management performance and compensation, succession planning and board effectiveness, without management present. Any director may request additional executive sessions of independent directors. During 2022, our independent directors met in executive session at each regularly scheduled Board meeting.

Our Board’s Size

Our Corporate Governance Principles provide that while the Board need not adhere to a fixed number of directors, generally a Board of 12-14 directors offers a sufficiently large and diverse group to address the important issues facing the Company and provides a wide range of perspectives, while being small enough to encourage personal involvement and discussion. We recognize that at times the number of directors on our Board may be higher than this range during periods of succession planning-related transitions, and when this occurs, expect the size of our Board to subsequently come back to within this range (12-14) as directors do not stand for re-election in accordance with our mandatory retirement age or to pursue other interests.

Proxy Access

A shareholder or group of no more than 20 shareholders that has owned at least 3% of our common shares for at least three years may nominate directors to our Board and include the nominees in our proxy materials to be voted on at our Annual Meeting of Shareholders. The maximum number of shareholder nominees that will be included in our proxy materials with respect to any such Annual Meeting of Shareholders is the greater of (i) two, or (ii) 20% of directors to be elected. A shareholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Corporate Secretary and Chief Governance Officer under the terms of our bylaws.

2023 PROXY STATEMENT     29  •

Trading in Company Securities

We prohibit hedging and pledging transactions in Company securities by executive officers and directors. Employees that are not executive officers are also prohibited from hedging Company securities and discouraged from pledging Company securities.

Additionally, we require members of senior management as well as our directors to pre-clear every transaction in Company securities for themselves, their immediate family members and any family trust with the Corporate Secretary and Chief Governance Officer. This includes gifts, transactions in discretionary accounts and non-routine transactions such as optional cash purchases in the Dividend Reinvestment Plan.

Our Board’s Independence

Our Corporate Governance Principles require that a significant majority of our directors shall meet the criteria for independence required by the New York Stock Exchange (NYSE). A director is considered independent if the Board determines that he or she does not have a material relationship with the Company. In making its annual independence determinations, the Board considers transactions between each director nominee and the Company. Our Board has established guidelines to assist it in determining director independence. These guidelines can be found within our Corporate Governance Principles and cover, among other things, employment and compensatory relationships, relationships with our auditors, customer and business relationships and contributions to non-profit organizations.

Based on our guidelines, the Board determined in March 2023 that all of its members in 2022, other than Mr. Squeri, and all of the Board’s director nominees for election at the 2023 Annual Meeting of Shareholders, other than Mr. Squeri, are independent.

On October 5, 2022, our Board elected Mr. Clayton as an independent director. Mr. Clayton is a Senior Policy Advisor and Of Counsel at Sullivan & Cromwell LLP. From time to time and in the ordinary course of business, Sullivan & Cromwell LLP provides legal services to the Company that we consider to be de minimis in nature. Mr. Clayton does not provide any legal services to the Company, and he does not receive any compensation from Sullivan & Cromwell LLP that is generated by or related to our payments to that firm. The Nominating, Governance and Public Responsibility Committee determined based on fees paid to the firm over the past three years that Sullivan & Cromwell LLP does not perform substantial legal services for the Company on a regular basis. The fees and expenses paid to Sullivan & Cromwell LLP represented less than 0.5 percent of the firm’s consolidated gross revenues in each of the past three years, and represented less than 0.1 percent of the Company’s revenue in each such year. Further, the Nominating, Governance and Public Responsibility Committee reviewed the nature of the Company’s engagement of Sullivan & Cromwell LLP and the services rendered, including the expertise and relevant experience of the firm and the specific partners engaged to work on the matters for which we have engaged the firm, and determined that Mr. Clayton’s service on the Company’s Board should not impair the Company’s ability to engage Sullivan & Cromwell LLP when the Company determines such engagements to be appropriate and in our best interests. The Committee is satisfied that Sullivan & Cromwell LLP, when engaged for legal work, is chosen by the Company’s legal group on the basis of the directly relevant factors of experience, expertise and efficiency. After considering the fees and expenses paid and being briefed on the policies and procedures that Sullivan & Cromwell LLP has instituted to confirm that Mr. Clayton has no professional involvement or financial interest in the Company’s dealings with the firm, the Nominating, Governance and Public Responsibility Committee determined and recommended to the Board that the Company’s professional engagement of Sullivan & Cromwell LLP does not impair Mr. Clayton’s independence.

•  30     2023 PROXY STATEMENT

Shareholder Engagement

Our Board’s Commitment to Shareholder Engagement

2023 PROXY STATEMENT     31  •

How We Engage

•  32     2023 PROXY STATEMENT

How to Communicate with our Board

You may communicate with the Board or an individual director by letter or email, directed in care of the Company’s Corporate Secretary and Chief Governance Officer, who will forward your communication to the intended recipient. However, at the discretion of the Corporate Secretary and Chief Governance Officer, materials considered to be inappropriate or harassing, unsolicited advertisements, or promotional materials and invitations to conferences may not be forwarded.

If you have an inquiry about our financial statements, accounting practices or internal controls, please direct your concern to the Chair of the Audit and Compliance Committee. If the inquiry relates to our governance practices, business ethics or corporate conduct, it should be directed to the Chair of the Nominating, Governance and Public Responsibility Committee or the Lead Independent Director. Matters relating to executive compensation may be directed to the Chair of the Compensation and Benefits Committee. If you are unsure of the category to which your concern relates, you may communicate it to any one of the independent directors, to the Lead Independent Director or to the Chairman.

Please direct such communications in care of the Corporate Secretary and Chief Governance Officer as follows:

Kristina V. Fink

Corporate Secretary and Chief Governance Officer

American Express Company

200 Vesey Street

New York, NY 10285

corporatesecretarysoffice@aexp.com

2023 PROXY STATEMENT     33  •

Compensation of Directors

The Nominating, Governance and Public Responsibility Committee reviews director compensation and seeks to compensate our directors in a manner that attracts and retains highly qualified directors and aligns the interests of our directors with those of our long-term shareholders. In 2021, the Committee engaged an independent compensation advisory firm, Semler Brossy Consulting Group, to assist the committee in its review of the competitiveness and structure of the Company’s non-management director compensation. This review included a competitive benchmarking of our director compensation against the 20 companies that our Compensation and Benefits Committee reviews as a reference when examining the competitiveness of our executive compensation practices, as well as the Dow 30 and certain financial institutions. After completing its review, the Nominating, Governance and Public Responsibility Committee recommended modest increases to our program, effective January 1, 2022, in order to better position our program from a competitive standpoint going forward, as described below.

The following table provides information on the 2022 compensation of non-management directors who served for all or a part of 2022. We reimburse directors for reasonable out-of-pocket expenses attendant to their board service.

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2023 PROXY STATEMENT     35  •

Director Stock Ownership

Our Corporate Governance Principles provide that non-management directors are required to obtain a personal holding of shares (directly or through SEUs) with a value of $1 million within five years of joining the Board. All non-management directors have achieved or are on track to achieve this requirement during the required time period.

Director and Officer Liability Insurance

We have an insurance program in place to provide coverage for director and officer liability. The coverage provides that, subject to the policy terms and conditions, the insurers will: (i) reimburse us when we are legally permitted to indemnify our directors and officers; (ii) pay losses, including settlements, judgments and legal fees, on behalf of our directors and officers when we cannot indemnify them; and (iii) pay our losses resulting from certain securities claims. A portion of the insurance program is blended with certain other insurances covering the Company. The insurance program is effective from November 30, 2022 to November 30, 2023 and is provided by a consortium of insurers. ACE American Insurance Company and XL Specialty Insurance Company are the lead insurers with various other insurers providing excess coverage. We expect to obtain similar coverage upon expiration of the current insurance program. The annual premium for the insurance program is approximately $5.6 million.

Certain Relationships and Transactions

In the ordinary course of our business, we engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations. Some of our directors, director nominees, executive officers, greater than 5% shareholders and their immediate family members (each, a Related Person) may be directors, officers, partners, employees or shareholders of these entities. We carry out transactions with these entities on customary terms and, in many instances, these Related Persons may not have knowledge of them. To the Company’s knowledge, since January 1, 2022, no Related Person has had a material interest in any of our ongoing business transactions or relationships except as described in this section.

Our Related Person Transaction Policy

Our written Related Person Transaction Policy governs company transactions, arrangements and relationships involving more than $120,000 in which a Related Person has a direct or indirect material interest (Related Person Transactions). Under the policy, the Nominating, Governance and Public Responsibility Committee must provide prior review and oversight of, and approval or disapproval of, Related Person Transactions, other than certain pre-approved transactions (described below). The committee will only approve a transaction if, after reviewing the relevant facts and circumstances, it determines that the transaction is consistent with the best interests of the Company. In the event we become aware of a Related Person Transaction that was not approved under the policy, the committee will consider the options available, including ratification, revision or termination of the transaction. The policy does not supersede any other company policy or procedure that may apply to any Related Person Transaction, including our Corporate Governance Principles and codes of conduct.

The Company’s Corporate Secretary is responsible for assisting the Nominating, Governance and Public Responsibility Committee in carrying out its responsibilities, and management is required to present to the committee the material facts of any transaction that it believes may require review. In cases when it is impracticable or undesirable to delay a decision on a proposed transaction until the next meeting of the Nominating, Governance and Public Responsibility Committee, the Chair may review and approve the transaction and then report any approval to the full committee at its next regularly scheduled meeting. If a matter before the Nominating, Governance and Public Responsibility Committee involves a member of the committee, the member must recuse themselves and may not participate in deliberations or vote on the matter.

Pre-Approved Categories of Related Person Transactions

The Nominating, Governance and Public Responsibility Committee has pre-approved certain categories of transactions as being consistent with the best interests of the Company. These categories, which may exceed the proscribed threshold for Related Person Transactions, include but are not limited to, director and executive officer compensation, use of Company products and services, transactions involving indebtedness to the Company, certain banking-related transactions, certain ordinary course transactions, charitable contributions and indemnification payments.

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Related Person Transactions

Our executive officers and directors may from time to time take out loans from certain of our subsidiaries on the same terms that these subsidiaries offer to the general public. For example, our U.S. card-issuing bank may extend credit to our directors and executive officers under our charge or lending products. All indebtedness from these transactions is in the ordinary course of our business and is on the same terms, including interest rates and collateral, in effect for comparable transactions with other people. Such indebtedness involves normal risks of collection and does not have features or terms that are unfavorable to our subsidiaries. Our executive officers and directors may also enter into transactions with us involving other goods and services, such as travel services and investments in deposit products offered by subsidiaries of the Company. These transactions are also in the ordinary course of our business, and we provide them on terms that we offer to our customers generally. Occasionally, we may have employees who are related to our executive officers, directors or director nominees. We compensate these individuals in a manner consistent with our practices that apply to all employees. The sister-in-law of Mr. Squeri, our Chairman and CEO, is employed by the Company in a non-executive position and received compensation in 2022 of between $315,000 and $340,000. The compensation and other terms of employment of Mr. Squeri’s sister-in-law are determined on a basis consistent with the Company’s human resources policies.

Certain executive officers, directors and members of their immediate families are directors, employees or have equity interests in companies with whom the Company has entered into ordinary course business relationships from time to time and with whom the Company may enter into additional ordinary course business relationships. These may include ordinary course merchant acceptance relationships pursuant to which these companies accept our charge and credit card products and pay us fees when their customers use these cards, as well as use of the Company’s cards and financial and other products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally. From time to time, we may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage customers to apply for and use our cards. We may engage in other commercial transactions with these companies and pay or receive fees in those transactions. We have a number of similar ordinary course relationships with Berkshire Hathaway Inc. and its subsidiaries. We have also purchased insurance and other products from subsidiaries of Berkshire Hathaway Inc. in the ordinary course of business and on arm’s-length terms. For information regarding a letter agreement between us and Berkshire Hathaway Inc. related to Berkshire’s investment in the Company, please see Stock Ownership Information on pages 97-98. Additionally, the Company may from time to time make charitable contributions to non-profit organizations where our directors or executive officers are directors or trustees.

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Environmental, Social and Governance (ESG)

At American Express, our ESG mission is to back people and businesses to thrive and create equitable, resilient and sustainable communities globally. We seek to mobilize our business to address pressing global challenges and deliver high impact initiatives that serve our colleagues, customers and communities.

In 2021, we launched a new roadmap for our global ESG strategy, establishing new long-term goals and objectives across three critical areas for our company, stakeholders and society: Promote DE&I, Advance Climate Solutions and Build Financial Confidence. We also continued to progress our ESG strategy with a $1 billion ESG bond issuance to finance new and existing Green and Social projects. Additionally, in 2022, as part of our commitment to net-zero by 2035 in alignment with the Science Based Targets initiative (SBTi), we submitted near-term and long-term emissions reductions targets to the SBTi for validation in 2023 in line with SBTi Guidance⁽¹⁾. We also announced new grant priorities (Backing Equal Futures, Backing Small and Backing Low-Carbon Communities) that build on our legacy of community giving and directly support our ESG strategy.

Our ESG Objectives & Goals

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2022 ESG Highlights

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ESG Governance

Our Board’s Nominating, Governance and Public Responsibility Committee reviews our ESG strategy and Corporate Sustainability program, monitors progress against our goals and provides guidance on our efforts. The Compensation and Benefits Committee of the Board also oversees performance goals and certifies performance outcomes on key talent metrics. The Risk Committee of the Board provides oversight of our ERM framework.

Our Executive Committee also reviews and evaluates ESG performance and long-term goals with support from our ESG Steering Committee. Led by senior executives from across the Company, the ESG Steering Committee developed the goals for our ESG strategy, drawing on the expertise of cross-functional ESG Working Groups. Day to day, our Corporate Sustainability team works with colleagues throughout the Company to shape our ESG programs and investments and monitors progress on key issues.

Additionally, ESG risks—in particular climate risk—are included in our ERM framework and climate-related risks are currently managed as part of our ERM process. The ERMC, chaired by our Chief Risk Officer, is the highest-level management committee to oversee all firm-wide risks and is responsible for risk governance, risk oversight and risk appetite. Furthermore, we have established a dedicated Climate Risk Management Working Group with direct accountability to the ERMC.

Executive compensation is also increasingly linked to our ESG goals. For example, in years past, the Company’s annual scorecard’s Colleague category included diversity representation, talent retention, culture and inclusion metrics as part of the calculation to determine incentive compensation for all eligible colleagues. In 2021, we also incorporated the management of key ESG priorities, including metrics, into our executive compensation program under the Strategic category of our annual scorecard. For more information, see the Compensation, Discussion & Analysis section of this proxy statement.

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A Holistic Approach to Diversity, Equity and Inclusion

In 2020, we established the Office of Enterprise Inclusion, Diversity and Business Engagement (OEIDBE). This team guided the execution of our DE&I Action Plan, partnering closely with our CEO, Executive Committee, Chief Colleague Experience Officer and Colleague Advisory Networks worldwide. Building on our momentum and to approach our DE&I efforts in a holistic way going forward, the OEIDBE joined the Colleague Experience Group in January 2023 to integrate our internal and external DE&I efforts. Our DE&I framework is comprised of six enterprise-wide pillars. Each pillar is led by members of the Executive Committee as well as designated Senior Executive Sponsors to drive action and accountability. Within each of these pillars, every business unit has a comprehensive, multi-year plan with clear objectives, timelines and metrics (see graphic below).

Our DE&I Action Plan is designed to drive meaningful, long-term progress both within and beyond our own workplace. Our investments have included our spending with underrepresented-owned suppliers, expanding access to capital and financial education for underrepresented-owned small businesses, supporting partnerships with non-profit organizations focused on promoting equality and social justice and investments in pay equity across genders globally and across races and ethnicities in the U.S.

At American Express, we have a longstanding commitment to building an inclusive and diverse workplace that values every voice, rewards teamwork, celebrates different points of view and reflects the diversity of the communities in which we operate.

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2022 Global Workforce Representation

To ensure more balanced representation across all levels of our company, we have established recruitment, hiring and promotion practices to attract, develop and retain a diverse workforce. Our focus is on promoting an inclusive and equitable culture for all colleagues.

Maintaining 100% Pay Equity

At American Express, we strive to treat everyone who works for us fairly and equally. We are committed to paying all colleagues equitably and maintaining bias-free, transparent compensation practices, and we are proud of our leadership in this area.

Our compensation practices reward colleagues based on performance, and we have policies and processes in place to help ensure we compensate all colleagues fairly and equitably. We review these practices regularly, and since 2017 we have also worked each year with independent experts to conduct a pay equity review. This analysis covers our entire global colleague base across genders globally and across races and ethnicities in the U.S., assessing pay on a statistical basis and considering key factors that influence compensation, including but not limited to tenure, role, level, geography and performance.

In 2022, for a third consecutive year, we maintained 100% pay “equity”—meaning no statistical differences in pay—for all genders globally, as well as for colleagues of all races and ethnicities in the U.S. We continued to make necessary investments and appropriate salary adjustments to reach this goal. We are proud of this achievement and are committed to maintaining this goal going forward.

Beginning in 2021, we also raised the level of transparency on pay and other DE&I metrics including disclosing our “raw median pay gap” as well as providing data on the company’s hiring, promotions and retention efforts for colleagues across gender globally and race and ethnicity in the United States. The “raw median pay gap” metric compares differences in raw median base pay making no adjustments for factors such as role, level, tenure, performance or geography. Learn more in our DE&I report.

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Creating an Inclusive Workplace Culture

Our culture is built on strong relationships, shared values and purpose and our commitment to backing our customers, communities and each other. Our Blue Box Values, a set of guiding principles that include “We Embrace Diversity” and “We Stand for Equity and Inclusion,” serve as the foundation for how we operate and motivate us to actively cultivate an inclusive and diverse workplace.

Our Colleague Networks play an important part in the culture of American Express, building community, offering support and fostering a sense of inclusion and belonging. They also serve as an important source for feedback—helping us learn more about the colleague experience and, in turn, guiding the resources, events and backing we provide. We have 14 dedicated Colleague Networks with more than 100 chapters worldwide. They bring together people who share common experiences, interests and backgrounds—including disability, ethnicity, faith, gender, gender identity, generations, sexual orientation and veteran status.

Colleagues are welcome to join any network whether they are a member of the community or want to learn more and show their support. Currently, two in five colleagues engage in at least one network. In addition to our Colleague Networks, we have DE&I Councils in place to address Business Unit and local priorities.

Having a better understanding of the makeup of Team Amex helps us continue to strengthen our culture of inclusion and belonging. To that end, in 2020, we began to invite colleagues in our largest locations to voluntarily and confidentially self-identify, or Self-ID, across categories like gender identity, sexual orientation, ethnicity and disability status, depending on their location. We’ve since expanded our Self-ID initiative and it’s now available to 90 percent of colleagues in the following office locations: Argentina, Australia, Hong Kong, India, Italy, Japan, Mexico, New Zealand, Philippines, Singapore, Taiwan, Thailand, the UK and the U.S.

Amex Flex: Our New Flexible Way of Working is Working

In March 2022, we launched Amex Flex, our new way of working where, depending on role and business needs, colleagues can work in the office, at home, or take a hybrid approach that combines both. Amex Flex is designed to leverage the best of both in-person and remote work and to enable colleagues to have greater flexibility in their personal and professional lives.

Before the COVID-19 pandemic, around 20 percent of our U.S. workforce was virtual. Since we announced Amex Flex, the majority of our colleagues in the U.S. have chosen hybrid schedules, opting to spend their time between in-office and virtual days, coming into the office about one to three days per week, while more than 40 percent have opted to be fully virtual, a percentage that has doubled over the last two years.

Our first office sites to adopt Amex Flex were in the U.S. and the UK in the first quarter of 2022. Since then, offices in 25 countries have started Amex Flex and colleagues have embraced our new way of working, noting the positive impact it has had on their lives, both personally and professionally. In an August 2022 survey, 90 percent of surveyed colleagues said they were either very satisfied or satisfied with Amex Flex.

We have introduced new technologies to enhance the workplace experience and make it easy to collaborate, including equipping our conference and huddle rooms with high-definition videoconferencing technology. We’ve also provided our leaders with resources and tools to support their colleagues’ career and development and help promote day-to-day engagement, wherever they choose to work. Our goal is to create a flexible and supportive work environment for our colleagues, so whether they are working virtually, onsite, or seamlessly switching between the two with our hybrid option, they are part of a winning team that embraces collaboration and innovative thinking and respects all colleagues.

Supporting Colleague Health, Safety and Well-Being

We back our colleagues and their loved ones with benefits and programs that promote their holistic well-being. That means we prioritize their physical, financial and mental health through each stage of life.

We invest in our colleague’s physical health and well-being, through our innovative, award-winning global corporate wellness program, Healthy Living. Healthy Living highlights the importance of preventive health, encourages and rewards healthy goals and provides colleagues and their loved ones with the support they need through our leadership, policies and work environment.

Our global financial well-being program, Smart Saving, provides resources and tools like financial coaching—at no cost—to help colleagues make better decisions about their finances. By offering this ongoing education and support, in addition to competitive base salaries and incentives, we’re helping colleagues build their financial confidence so they can live well, now and in the future.

Through our global mental health program, Healthy Minds, we are committed to increasing awareness about mental health and providing resources and support for our colleagues so they can care for their well-being and get help when they need it. Since

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launching Healthy Minds a decade ago, we have continued to innovate and strengthen our program, and today, in addition to free counseling for colleagues and their loved ones, we offer telehealth, grief and loss support, group drop-in sessions and mental health trainings.

Fostering Personal and Professional Growth

At American Express, colleagues are continuously learning, growing and leading the way. We offer a range of relevant learning and development opportunities with resources, feedback and support so colleagues can build meaningful careers that use their talents and strengths to make an impact. All colleagues can build their skills, develop as leaders, pursue new areas of interest and gain diverse experiences with access to programs like:

Feedback @ Amex—Seeking and Providing Coaching and Feedback is one of our Leadership Behaviors and is critical to colleague growth and development. In 2021, we introduced a new company-wide program that provides more opportunities for coaching and feedback, along with a suite of resources to help colleagues build their skills in these areas, including sample scenarios, tips for mitigating unconscious bias when giving feedback, strategies for having meaningful conversations and more. We also provided a leader-led feedback training, enabling individual teams to practice their feedback skills in an interactive group setting. All leaders are strongly encouraged to host a session with their team. In advance of our annual Mid-Year and Year-End Performance and Development Conversations, we also hosted enterprise-wide events to help both colleagues and leaders prepare to have effective feedback conversations and ensure they knew the support available to learn and develop.

Our partnership with LinkedIn Learning gives colleagues quick and easy access to thousands of courses and videos taught by industry experts on topics like business, leadership, technology, creativity and personal development. Colleagues can pick and choose, receiving course recommendations based on their stated goals—or they can make use of curated “playlists” of on-demand learning.

At the start of 2022, we launched Project MarketPlace, a new project-sharing enterprise platform where all colleagues can apply for special, short-term projects (up to six months in duration) and explore different career areas and interests. The MarketPlace also allows project leaders to diversify perspectives on their team and expand short-term resource capacity to get tasks done quickly and effectively, all while honing their leadership skills. Colleagues at every level and within every business unit can access it and apply for projects both within and outside their department.

The Accelerated Leadership Development Program equips high-potential Vice Presidents with the opportunity to strengthen their leadership behaviors and move into complex roles across the enterprise. The experience includes instructor-led sessions with external experts, speaker series with internal leaders, leadership assessments, mentorship and more.

Our ESG Ratings

We monitor our performance across several environmental, social and governance-related ratings and rankings. Highlights from 2022 include:

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Awards and Recognition

Our commitment to be a great place to join, stay and grow a career continues to earn us industry awards and recognition. Here are some of the recognitions from 2022 that make us proud:

Learn More about Corporate Sustainability and ESG Matters at American Express

Please visit go.amex/esg for our 2021-2022 ESG Report, 2022 Diversity, Equity & Inclusion Report, TCFD Index, SASB Index, GRI Content Index and to learn more about our ESG activities. These reports, or any other information from the American Express website, are not incorporated by reference into this proxy statement.

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Audit Committee Matters

Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit and Compliance Committee has sole authority to appoint and replace the Company’s independent registered public accounting firm, which reports directly to the Committee, and is directly responsible for its compensation and oversight of its work. The Audit and Compliance Committee conducted its annual evaluation of PricewaterhouseCoopers LLP (PwC) and, after assessing the performance and independence of PwC, the Committee believes that retaining PwC is in the best interests of the Company. The Audit and Compliance Committee reappointed PwC as our independent registered public accounting firm for 2023.

We are asking you to ratify this appointment. If shareholders fail to ratify the appointment, the Audit and Compliance Committee will consider it a directive to consider other accounting firms for the subsequent year. One or more representatives of PwC will be present at the meeting, will be given the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

RESOLVED, that the appointment by the Audit and Compliance Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP, as independent registered public accounting firm for the Company, to audit the financial statements of the Company and its subsidiaries for 2023, is hereby ratified and approved.