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DEF 14A Filing Data
American Express (AXP) DEF 14A17 Mar 23Definitive proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | American Express Company |
Entity Central Index Key | 0000004962 |
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | The information contained in this section shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. Pay versus Performance Table The following table sets forth compensation information of our Principal Executive Officer (PEO) and our non-PEO NEOs along with total shareholder return, net income and ROE performance results for our fiscal years ending in 2020, 2021 and 2022, in accordance with Item 402(v) of Regulation S-K. Value of Initial Fixed $100 Year (a) Summary (1) (b) Compensation (1),(2) (c) Average (1) (d) Average (1),(2) (e) Total (3) (f) Peer Group (3),(4) (g) Net $M (h) Company Selected Return On (5) (i) 2022 $ 48,029,631 $ 42,946,184 $ 16,164,592 $ 14,676,078 $ 124 $ 118 $ 7,514 32 % 2021 $ 25,513,922 $ 49,856,563 $ 13,006,174 $ 21,986,724 $ 135 $ 132 $ 8,060 34 % 2020 $ 24,221,319 $ 20,125,419 $ 10,917,918 $ 9,893,026 $ 98 $ 97 $ 3,135 14 % (1) The PEO reflected in columns (b) and (c) represents S. Squeri for all three years shown. The non-PEO Named Executive Officers (NEOs) reflected in columns (d) and (e) represent the following individuals for 2020 and 2021: J. Campbell, D. Buckminster, A. Williams and L. Seeger; and for 2022, represent: J. Campbell, A. Williams, D. Buckminster and R. Radhakrishnan. (2) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year PEO SCT Total to CAP Reconciliation: 2022 2021 2020 Summary Compensation Table Total $ 48,029,631 $ 25,513,922 $ 24,221,319 Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT ($ 3,393 ) ($ 16,429 ) ($ 64,575 ) Deduction for Amounts Reported under the “Stock Awards” Column in the SCT ($ 16,834,744 ) ($ 12,549,027 ) ($ 13,016,122 ) Deduction for Amounts Reported under the “Option Awards” Column in the SCT ($ 18,799,985 ) ($ 2,899,974 ) ($ 2,899,986 ) Total Deductions from SCT ($ 35,638,122 ) ($ 15,465,430 ) ($ 15,980,682 ) Increase for Service Cost and Prior Service Cost for Pension Plans (i) $ 0 $ 0 $ 0 Increase/(Deduction) for change in Fair Value from prior year end to vesting date of awards that vested during the year (ii) $ 2,494,564 $ 564,635 ($ 2,692,513 ) (Deduction)/Increase for change in Fair Value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end (ii) ($ 3,646,073 ) $ 14,778,281 ($ 702,858 ) Increase for Fair Value of awards granted during year that remain unvested as of year end (ii) $ 31,156,839 $ 23,992,320 $ 14,874,000 Increase based on accrued Dividends during year prior to Vesting dates of awards (ii) $ 549,346 $ 472,835 $ 406,152 Total adjustments $ 30,554,675 $ 39,808,071 $ 11,884,782 Compensation Actually Paid (SCT minus deductions plus total adjustments) $ 42,946,184 $ 49,856,563 $ 20,125,419 Average non-PEO NEO SCT Total to CAP Reconciliation: 2022 2021 2020 Summary Compensation Table Total $ 16,164,592 $ 13,006,174 $ 10,917,918 Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT $ 0 ($ 2,062 ) ($ 27,008 ) Deduction for Amounts Reported under the “Stock Awards” Column in the SCT ($ 6,170,135 ) ($ 4,630,889 ) ($ 4,614,251 ) Deduction for Amounts Reported under the “Option Awards” Column in the SCT ($ 2,257,457 ) ($ 1,069,977 ) ($ 1,022,487 ) Total Deductions from SCT ($ 8,427,591 ) ($ 5,702,929 ) ($ 5,663,745 ) Increase for Service Cost and Prior Service Cost for Pension Plans (i) $ 0 $ 0 $ 0 Increase/(Deduction) for change in Fair Value from prior year end to vesting date of awards that vested during the year (ii) $ 704,971 $ 519,943 ($ 474,515 ) (Deduction)/Increase for change in Fair Value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end (ii) ($ 1,036,185 ) $ 5,252,047 ($ 307,552 ) Increase for Fair Value of awards granted during year that remain unvested as of year end (ii) $ 7,101,872 $ 8,737,308 $ 5,267,265 Increase based on accrued Dividends during year prior to Vesting dates of awards (ii) $ 168,420 $ 174,181 $ 153,655 Total adjustments $ 6,939,077 $ 14,683,479 $ 4,638,853 Compensation Actually Paid (SCT minus deductions plus total adjustments) $ 14,676,078 $ 21,986,724 $ 9,893,026 (i) Benefit accruals were discontinued in the defined benefit (DB) pension plans in 2007; therefore, their Service Cost subsequent to this date is zero. The DB pension plans have not been amended during 2020-2022 to change the value of the benefits provided under the plans; therefore, there is no Prior Service Cost in this three-year period. (ii) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: ¾ For RSU awards (excluding performance based RSUs), closing price on applicable year-end ¾ For PRSUs awarded prior to 2019 (which included an absolute ROE performance condition only), the same valuation methodology as RSU awards above except year-end ¾ For 2022 Special Award PSOs and for PRSUs awarded from 2019 onwards (which includes a relative TSR performance condition in addition to relative ROE as outlined on page 59), the fair value was calculated by a Monte Carlo simulation model as of the applicable year-end ¾ For stock options, a Black Scholes value as of the applicable year-end (3) Reflects cumulative Total Shareholder Return (TSR). It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends. (4) Peer TSR reflects the TSR of the S&P Financial Index, the industry index peer group reported in the Company’s Stock Performance Graph in the 2022 Annual Report on Form 10-K. (5) | ||
Company Selected Measure Name | Return on equity (ROE) | ||
Named Executive Officers, Footnote [Text Block] | The PEO reflected in columns (b) and (c) represents S. Squeri for all three years shown. The non-PEO Named Executive Officers (NEOs) reflected in columns (d) and (e) represent the following individuals for 2020 and 2021: J. Campbell, D. Buckminster, A. Williams and L. Seeger; and for 2022, represent: J. Campbell, A. Williams, D. Buckminster and R. Radhakrishnan. | ||
Peer Group Issuers, Footnote [Text Block] | (3) Reflects cumulative Total Shareholder Return (TSR). It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends. (4) Peer TSR reflects the TSR of the S&P Financial Index, the industry index peer group reported in the Company’s Stock Performance Graph in the 2022 Annual Report on Form 10-K. | ||
PEO Total Compensation Amount | $ 48,029,631 | $ 25,513,922 | $ 24,221,319 |
PEO Actually Paid Compensation Amount | $ 42,946,184 | 49,856,563 | 20,125,419 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year PEO SCT Total to CAP Reconciliation: 2022 2021 2020 Summary Compensation Table Total $ 48,029,631 $ 25,513,922 $ 24,221,319 Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT ($ 3,393 ) ($ 16,429 ) ($ 64,575 ) Deduction for Amounts Reported under the “Stock Awards” Column in the SCT ($ 16,834,744 ) ($ 12,549,027 ) ($ 13,016,122 ) Deduction for Amounts Reported under the “Option Awards” Column in the SCT ($ 18,799,985 ) ($ 2,899,974 ) ($ 2,899,986 ) Total Deductions from SCT ($ 35,638,122 ) ($ 15,465,430 ) ($ 15,980,682 ) Increase for Service Cost and Prior Service Cost for Pension Plans (i) $ 0 $ 0 $ 0 Increase/(Deduction) for change in Fair Value from prior year end to vesting date of awards that vested during the year (ii) $ 2,494,564 $ 564,635 ($ 2,692,513 ) (Deduction)/Increase for change in Fair Value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end (ii) ($ 3,646,073 ) $ 14,778,281 ($ 702,858 ) Increase for Fair Value of awards granted during year that remain unvested as of year end (ii) $ 31,156,839 $ 23,992,320 $ 14,874,000 Increase based on accrued Dividends during year prior to Vesting dates of awards (ii) $ 549,346 $ 472,835 $ 406,152 Total adjustments $ 30,554,675 $ 39,808,071 $ 11,884,782 Compensation Actually Paid (SCT minus deductions plus total adjustments) $ 42,946,184 $ 49,856,563 $ 20,125,419 | ||
Non-PEO NEO Average Total Compensation Amount | $ 16,164,592 | 13,006,174 | 10,917,918 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 14,676,078 | 21,986,724 | 9,893,026 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (2) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year Average non-PEO NEO SCT Total to CAP Reconciliation: 2022 2021 2020 Summary Compensation Table Total $ 16,164,592 $ 13,006,174 $ 10,917,918 Deduction for change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT $ 0 ($ 2,062 ) ($ 27,008 ) Deduction for Amounts Reported under the “Stock Awards” Column in the SCT ($ 6,170,135 ) ($ 4,630,889 ) ($ 4,614,251 ) Deduction for Amounts Reported under the “Option Awards” Column in the SCT ($ 2,257,457 ) ($ 1,069,977 ) ($ 1,022,487 ) Total Deductions from SCT ($ 8,427,591 ) ($ 5,702,929 ) ($ 5,663,745 ) Increase for Service Cost and Prior Service Cost for Pension Plans (i) $ 0 $ 0 $ 0 Increase/(Deduction) for change in Fair Value from prior year end to vesting date of awards that vested during the year (ii) $ 704,971 $ 519,943 ($ 474,515 ) (Deduction)/Increase for change in Fair Value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end (ii) ($ 1,036,185 ) $ 5,252,047 ($ 307,552 ) Increase for Fair Value of awards granted during year that remain unvested as of year end (ii) $ 7,101,872 $ 8,737,308 $ 5,267,265 Increase based on accrued Dividends during year prior to Vesting dates of awards (ii) $ 168,420 $ 174,181 $ 153,655 Total adjustments $ 6,939,077 $ 14,683,479 $ 4,638,853 Compensation Actually Paid (SCT minus deductions plus total adjustments) $ 14,676,078 $ 21,986,724 $ 9,893,026 (i) Benefit accruals were discontinued in the defined benefit (DB) pension plans in 2007; therefore, their Service Cost subsequent to this date is zero. The DB pension plans have not been amended during 2020-2022 to change the value of the benefits provided under the plans; therefore, there is no Prior Service Cost in this three-year period. (ii) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: ¾ For RSU awards (excluding performance based RSUs), closing price on applicable year-end ¾ For PRSUs awarded prior to 2019 (which included an absolute ROE performance condition only), the same valuation methodology as RSU awards above except year-end ¾ For 2022 Special Award PSOs and for PRSUs awarded from 2019 onwards (which includes a relative TSR performance condition in addition to relative ROE as outlined on page 59), the fair value was calculated by a Monte Carlo simulation model as of the applicable year-end ¾ For stock options, a Black Scholes value as of the applicable year-end | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | COMPENSATION ACTUALLY PAID VERSUS TSR AND NET INCOME Over 70% of CEO (PEO) total compensation and on average 50% of total compensation for non-PEO NEOs is composed of long-term incentive awards that are tied to the future performance of the Company, including stock price and positive cumulative net income. As a result, the changes in CAP year-over-year are generally in line with TSR and net income. | ||
Compensation Actually Paid vs. Net Income [Text Block] | COMPENSATION ACTUALLY PAID VERSUS TSR AND NET INCOME Over 70% of CEO (PEO) total compensation and on average 50% of total compensation for non-PEO NEOs is composed of long-term incentive awards that are tied to the future performance of the Company, including stock price and positive cumulative net income. As a result, the changes in CAP year-over-year are generally in line with TSR and net income. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | COMPENSATION ACTUALLY PAID VERSUS ROE ROE is a key financial metric in both the Company’s AIA and LTIA programs because it aligns the interests of the executives with shareholders. In addition, sustaining a strong ROE is a key driver of long-term value creation. | ||
Total Shareholder Return Vs Peer Group [Text Block] | TOTAL SHAREHOLDER RETURN: COMPANY VERSUS PEER GROUP The Company’s 3-year 3-year | ||
Tabular List [Table Text Block] | Tabular List of Performance Metrics The items listed below represent three financial metrics used to determine executive compensation for 2022. Further detail on all metrics included in our Company Scorecard are described in our Compensation Discussion and Analysis (CD&A) starting on page 49. Performance Metrics Return On Equity Earnings Per Share Revenue Growth | ||
Total Shareholder Return Amount | $ 124 | 135 | 98 |
Peer Group Total Shareholder Return Amount | 118 | 132 | 97 |
Net Income (Loss) | $ 7,514,000,000 | $ 8,060,000,000 | $ 3,135,000,000 |
Company Selected Measure Amount | 0.32 | 0.34 | 0.14 |
PEO Name | S. Squeri | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return On Equity | ||
Non-GAAP Measure Description [Text Block] | Return on equity (ROE) is calculated for the relevant periods by dividing the (i) net income for the period by (ii) average shareholders’ equity for the period. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Earnings Per Share | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue Growth | ||
PEO [Member] | Deduction for Change in the Actuarial Present Values Reported Under the Change in Pension Value and Nonqualified Deferred Compensation Earnings [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (3,393) | $ (16,429) | $ (64,575) |
PEO [Member] | Deduction for Amounts Reported Under the Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (16,834,744) | (12,549,027) | (13,016,122) |
PEO [Member] | Deduction for Amounts Reported Under the Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (18,799,985) | (2,899,974) | (2,899,986) |
PEO [Member] | Total Deduction [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (35,638,122) | (15,465,430) | (15,980,682) |
PEO [Member] | Increase for Service Cost and Prior Service Cost for Pension Plans. [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Increase/(Deduction) for Change in Fair Value, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,494,564 | 564,635 | (2,692,513) |
PEO [Member] | (Deduction)/Increase for Change in Fair Value, Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,646,073) | 14,778,281 | (702,858) |
PEO [Member] | Increase for Fair Value of Awards Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 31,156,839 | 23,992,320 | 14,874,000 |
PEO [Member] | Increase Based on Accrued Dividends to Vesting [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 549,346 | 472,835 | 406,152 |
PEO [Member] | Total Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 30,554,675 | 39,808,071 | 11,884,782 |
Non-PEO NEO [Member] | Deduction for Change in the Actuarial Present Values Reported Under the Change in Pension Value and Nonqualified Deferred Compensation Earnings [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | (2,062) | (27,008) |
Non-PEO NEO [Member] | Deduction for Amounts Reported Under the Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (6,170,135) | (4,630,889) | (4,614,251) |
Non-PEO NEO [Member] | Deduction for Amounts Reported Under the Option Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,257,457) | (1,069,977) | (1,022,487) |
Non-PEO NEO [Member] | Total Deduction [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,427,591) | (5,702,929) | (5,663,745) |
Non-PEO NEO [Member] | Increase for Service Cost and Prior Service Cost for Pension Plans. [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Increase/(Deduction) for Change in Fair Value, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 704,971 | 519,943 | (474,515) |
Non-PEO NEO [Member] | (Deduction)/Increase for Change in Fair Value, Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,036,185) | 5,252,047 | (307,552) |
Non-PEO NEO [Member] | Increase for Fair Value of Awards Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 7,101,872 | 8,737,308 | 5,267,265 |
Non-PEO NEO [Member] | Increase Based on Accrued Dividends to Vesting [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 168,420 | 174,181 | 153,655 |
Non-PEO NEO [Member] | Total Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 6,939,077 | $ 14,683,479 | $ 4,638,853 |