AMERICAN EXPRESS CO
For the period ended May 5, 2026. Filed Mar 25, 2026.
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May 5, 2026 · Filed Mar 25, 2026
Contents
Our Board Evaluation Process
2026 PROXY STATEMENT 15 •
Director Onboarding
The Company maintains a comprehensive director onboarding program that is individually tailored to take into account a director’s prior experience and background. Our onboarding process is regularly updated and focuses on facilitating integration on the Board, introducing new directors to our business and meeting one-on-one with various members of our senior Management.
Our Board Evaluation Process
Our Board continually seeks to improve its performance. Our Chairman, Chief Legal Officer and Corporate Secretary and Chief Governance Officer each routinely communicates with our Board members to obtain real-time feedback. Separately, 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.
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. In addition, our Board periodically engages an independent third-party evaluation firm as a best practice.
We believe that this continuous feedback cycle, along with the formal annual evaluation process, contributes to the overall functioning and ongoing effectiveness of our Board.
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16 2026 PROXY STATEMENT
Below is a summary of our Board evaluation process:
| | 1. Annual Board and Committee Evaluations | |
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| | The process, including the evaluation method, is reviewed annually by the Nominating, Governance and Public Responsibility Committee. Written evaluations are used for the Board and each standing committee and are updated and tailored each year to address the significant processes that drive Board effectiveness. Each director completes a written evaluation on an unattributed basis for the Board and for each committee on which they serve. The evaluations include open-ended questions and space for candid commentary. 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. ▪ Satisfaction with the flow of information from Management. ▪ Satisfaction with the reports on committee activities to ensure committees are properly fulfilling their responsibilities. ▪ Providing the necessary information, training, resources and tools needed to ensure effective oversight. ▪ Identifying topics and areas that should receive more attention or focus. | | |
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| | 2. Summary of the Evaluations and Board and Committee Review | |
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| | The Chair of the Nominating, Governance and Public Responsibility Committee leads a discussion of the Board and committee evaluation results at the Board level. Separately, each committee Chair leads a discussion of the applicable committee evaluation at each committee meeting and reports on their discussions to the full Board. Directors also deliver feedback to the Lead Independent Director and Chairman of the Board and suggest changes and areas for improvement. | |
| | 3. Actions Taken in Response to the Evaluation Process Over the Years Include: | | ||||||
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| | ▪ Streamlined Board committee structure and meeting cadence. ▪ Scheduled offsite Board meetings in conjunction with Company site visits. ▪ Director onboarding program is regularly modified and enhanced. ▪ Board members added with expertise in areas critical to the Company’s business strategy and operations. ▪ Added topics to Board agendas as suggested by directors. ▪ Management with varying degrees of seniority presents to the Board and its committees. | | | ▪ Information and materials regularly provided to directors continue to evolve to alleviate “information overload” and to enable directors to focus on the key data and relevant issues. ▪ Format of Board meetings has been updated to enable more time for director discussion with and without the Chairman or other members of Management present. ▪ Frequency of informal conversations between directors and key executives has increased to promote accessibility to Management and strengthen relationships between the Board and key executives who are CEO successor candidates. | | | ▪ Increased time for director-only gatherings. ▪ Director education and presentations on emerging risk areas, compliance, corporate governance, industry disruptors and competitors from outside advisors and experts, including outside counsel, external auditors and independent compensation consultants, as well as regulators and investors. | |
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| | ProxySummary | | | CorporateGovernance atAmerican Express | | | CorporateResponsibility andSustainability | | | Audit CommitteeMatters | | | ExecutiveCompensation | | | ShareholderProposals | | | Stock OwnershipInformation | | | OtherInformation | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.