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AMERICAN EXPRESS CO

For the period ended May 5, 2026. Filed Mar 25, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 5, 2026 · Filed Mar 25, 2026

AXP$320.99-1.2%Stored close · as of Nov 6, 2026
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Contents

Pay Principles

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52 2026 PROXY STATEMENT

Section 2: Compensation Governance Practices and Pay Principles

Governance Practices

The Company’s executive compensation program is overseen by the CBC with the advice and support of the Company’s independent compensation consultant, Semler Brossy, as well as the Company’s Management team. The following are key characteristics of the Company’s executive compensation program, which we believe best serve the interests of our shareholders and promote good governance.

​WHAT WE DO​
​Link a significant portion of pay to business and stock performance. ​ Employ robust goal-setting processes to align goals with Company strategy. ​ Bind cash incentives and equity awards to recoupment and forfeiture provisions. ​ Apply clawback provisions for all NEOs in the event of a restatement or detrimental conduct. ​ Recoup the CEO’s annual cash incentive award at the discretion of the CBC if the Company does not achieve acceptable performance in the following year. ​​​Discourage imprudent risk-taking, including confirmation by the Chief Risk Officer that actual results are achieved within the Company’s Risk Appetite Framework. ​ Maintain significant NEO stock ownership requirements. ​ Cap annual cash incentive payment for NEOs. ​ Prohibit executive officers from hedging Company stock or margining or pledging shares. Have double-trigger change-in-control provisions. ​​
​WHAT WE DON’T DO​
​Pay dividends or dividend equivalents on unvested Performance Restricted Stock Units granted to NEOs before they vest. ​ Provide excessive perquisites, benefits or severance benefits. ​ Make excise tax gross-ups upon a change-in-control. ​​​Maintain individual employment agreements or change-in-control arrangements. ​ Reprice options. ​​

Pay Principles

We believe our executive compensation program is thoughtful, consistent and continues to align with the Company’s business strategies.

​​​​We align pay with Company performance.​​Pay is aligned to support a long-term, high-performing business model.​
​​​​We link the majority of pay to long-term business strategies and key priorities.​​NEO pay places increased emphasis on performance-based incentives, along with a meaningful stock ownership requirement.​
​​​​We measure performance against challenging goals.​​These goals, which include effective risk management, are established at the start of each performance cycle and are aligned with our key business priorities.​
​​​​We discourage imprudent risk-taking.​​This is accomplished by avoiding undue emphasis on any one metric or short-term goal.​

We continue to review our pay principles with input from shareholders and regulators, including the Board of Governors of the Federal Reserve and the Office of the Comptroller of the Currency.

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​ProxySummary​​CorporateGovernance atAmerican Express​​CorporateResponsibility andSustainability​​Audit CommitteeMatters​​ExecutiveCompensation​​ShareholderProposals​​Stock OwnershipInformation​​OtherInformation​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.