AMERICAN EXPRESS CO

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• 84 2026 PROXY STATEMENT

Pay Ratio

CEO Pay Ratio

In accordance with SEC rules, this year we identified a new median compensated employee as the last median employee was identified for our 2023 disclosure.

Our CEO to median compensated employee pay ratio is 814:1. This reflects Mr. Squeri’s compensation as reported in the 2025 Summary Compensation Table of $46,239,805, and the equivalent annual total compensation for the identified median compensated employee of $56,827.

Median Total Annual Compensation Methodology

To determine our median compensated employee, we reviewed our worldwide colleague population, consisting of approximately 25,600 U.S. colleagues and 48,100 non-U.S. colleagues, excluding our CEO, who were employed as of November 30, 2025. As our non-U.S. colleagues exceed 5% of our worldwide colleague population, we applied the de minimis exception to exclude non-U.S. colleagues in certain jurisdictions that were not representative of our worldwide colleague population across various job levels*. As a result, our median compensated employee determination includes approximately 73,700 permanent Company employees, whether full-time or part-time, which represents approximately 98% of our worldwide colleague population as of November 30, 2025.

To identify our median compensated employee from the selected colleague population, we used base salary or wages plus overtime pay as of November 30, 2025, as well as annual bonus, long-term incentive awards and one-time payments for 2025, as the most appropriate measure of compensation. We used annualized base salary compensation for colleagues that were newly hired in 2025, and we did not make any cost-of-living adjustments.

To calculate the annual total compensation for our median compensated employee, we used a consistent methodology as used for the 2025 Summary Compensation Table. We did not make any other assumptions or estimates with respect to annual total compensation.

Approximate excluded colleague count by each country: Austria (121), Belgium (136), Brazil (41), Chile (5), China (7), Czech Republic (18), Finland (2), Germany (528),Hungary (8), Indonesia (1), Ireland (1), Israel (13), Jersey (9), Korea (21), Netherlands (209), New Zealand (29), Nigeria (5), Poland (31), Sweden (226), Switzerland (4), Thailand (265) and Turkey (3).

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Pay Versus Performance

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 2025, 2024, 2023, 2022 and 2021 in accordance with Item 402(v) of Regulation S-K.

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(1)

The PEO reflected in columns (b) and (c) represents Mr. Squeri for all five years shown. The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for 2025: Messrs. Le Caillec, Buckminster, Grosfield and Joabar: represent the following individuals for 2024: Messrs. Le Caillec, Buckminster, Williams and Ms. Seeger; represent the following individuals for 2023: Messrs. Le Caillec, Buckminster, Campbell, Williams and Ms. Seeger; represent the following individuals for 2022: Messrs. Campbell, Williams, Buckminster and Radhakrishnan; and represent the following individuals for 2021: Messrs Campbell, Buckminster, Williams and Ms. Seeger.

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(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 value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT).

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PEO SCT Total to CAP Reconciliation:

Average Non-PEO NEO SCT Total to CAP Reconciliation

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(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 2025 to change the value of the benefits provided under the plans; therefore, there is no prior service cost in this period.

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(ii)

Fair value is determined in a manner consistent with that disclosed in our consolidated financial statements. Fair value or change in fair value, as applicable, of equity awards was determined by reference to:

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• 86 2026 PROXY STATEMENT

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For RSU awards (excluding PRSUs), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price.

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For PRSUs awarded from 2019 onwards (which include a relative TSR performance condition in addition to a relative ROE performance condition), the fair value was estimated using a Monte Carlo simulation model multiplied by an estimate of the probable payout percentage as of the applicable year-end dates, or, in the case of vesting awards, the actual vesting price and outcome.

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For stock options, a Black Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected term set using an elapsed term approach. This approach estimates expected term by subtracting the amount of time that has elapsed (between the grant and subsequent valuation dates) from the initial grant-date expected term estimate divided by the percentage change between the option’s strike price and the stock price at the valuation date. Volatility (based on historical and implied volatilities), risk-free rates and dividend yield are determined as of the revaluation date based on the expected term.

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For PSO awards (which include a Total TSR performance condition as outlined on page 65), the fair value was estimated using a Black Scholes value as the PSO awards hit the hurdle price on February 12, 2024 and as a result, a Monte Carlo simulation was no longer an applicable valuation method.

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(iii)

Vested awards have met the requisite service period as well as achieved the performance and market conditions, if applicable.

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(3)

Reflects cumulative TSR. It shows the growth of a $100 investment on December 31, 2020, including the reinvestment of all dividends.

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(4)

Peer TSR reflects the TSR of the S&P Financials Index, the industry index peer group reported in the Company’s Stock Performance Graph in the Annual Report.

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(5)

ROE is calculated for the relevant periods by dividing the (i) net income for the period by (ii) average shareholders’ equity for the period.

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Tabular List of Performance Metrics

The items listed below represent three financial metrics used to determine executive compensation for 2025. Further detail on all metrics included in our Company Scorecard are described in our CD&A starting on page 54.

Pay Versus Performance Description of Relationships

We align pay with Company performance to support a long-term, high-performance business model. The year-over-year changes in CAP are primarily due to the result of our stock performance and varying levels of achievement against pre-established performance goals under the AIA and LTIA programs as described in the CD&A on pages 54-56.

TOTAL SHAREHOLDER RETURN: COMPANY VERSUS S&P FINANCIALS INDEX

The Company’s five-year cumulative TSR is well above the companies included in the S&P Financials Index and the Company’s TSR has been above that of the S&P Financials Index in each year during that four-year period.

(1)

TSR in the above chart, in the case of both the Company and S&P Financials Index as noted in footnote 3 of the Pay Versus Performance Table reflects the cumulative return of $100 as if invested on December 31, 2020, including reinvestment of any dividends.

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COMPENSATION ACTUALLY PAID VERSUS TSR AND NET INCOME

Approximately 73% of CEO (PEO) total compensation and on average 54% 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 in line with TSR and net income.

Compensation Actually Paid Versus TSR

Compensation Actually Paid Versus Net Income

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.

Compensation Actually Paid Versus Return on Equity