Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 28, 2021, American Express Company (the "Company") announced the
appointment of Anré Williams, age 55, as Group President, Enterprise Services,
effective immediately. As Group President, Enterprise Services, Mr. Williams
will oversee Technology, Enterprise Data and Analytics, Global Services and
Travel & Lifestyle Services, and a newly created Strategic Enterprise
Initiatives group, as well as be the Chief Executive Officer of American Express
National Bank. Prior to his appointment as Group President, Enterprise Services,
Mr. Williams served as Group President, Global Merchant and Network Services
since February 2018. Prior thereto, he had been President of Global Merchant
Services and Loyalty since October 2015.
The Compensation and Benefits Committee of the Company's Board of Directors
approved an increase to Mr. Williams' target direct compensation in connection
with his new role, from $9.1 million to $10.5 million per annum (pro-rated for
2021, effective April 28, 2021). Mr. Williams will receive an annual base salary
of $1.0 million and will be eligible to earn an annual cash incentive under the
Company's Annual Incentive Award program with a target of $3.7 million and an
annual long-term incentive award consisting of performance restricted stock
units and stock options with a value of $5.8 million on the date of grant under
the Company's 2016 Incentive Compensation Plan. Mr. Williams will receive an
award consisting of performance restricted stock units and stock options under
the Company's 2016 Incentive Compensation Plan reflecting the increase in Mr.
Williams' annual long-term incentive award, with a value of $950,000 on the
grant date of April 30, 2021 in accordance with the Company's off-cycle grant
policy, and subject to terms and conditions for such awards described in the
Company's proxy statement for the 2021 Annual Meeting of Shareholders.
Item 7.01 Regulation FD Disclosure
The Company also announced that Douglas E. Buckminster and Jeffrey C. Campbell
were named co-vice chairmen on April 28, 2021 in addition to certain other
organizational changes. Mr. Campbell will maintain his position as Chief
Financial Officer.
A copy of the press release announcing these organizational changes is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
99.1 Press Release of American Express Company, dated April 28, 2021.
104 The cover page of this Current Report on Form 8-K, formatted as inline
XBRL.
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