AMERICAN EXPRESS (AXP)
Sector: Financials
2026 Annual Meeting Analysis
AMERICAN EXPRESS · Meeting: May 5, 2026
Directors FOR
13
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors for a Term of One Year
Against Analysis
Mr. Baltimore is the sitting CEO of Park Hotels & Resorts and currently serves on two additional public company boards — American Express and Comcast. Under our policy, a sitting CEO may hold no more than one outside public board seat; holding two outside seats exceeds the limit and triggers an AGAINST vote.
For Analysis
Joined the board in March 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings deep financial and investment expertise with no overboarding, attendance, or independence concerns.
Director since 2021; AXP's 3-year TSR of +89.1% outperforms the peer group median by +25.5pp, well below the 65pp trigger threshold for strong positive returns, so no TSR concern; serves on two public boards (AXP and Park Hotels & Resorts where he is a sitting CEO plus Comcast — note as sitting CEO he holds 2 outside board seats which meets the policy threshold of 2+, triggering a flag).
Director since 2017; AXP's strong 3-year TSR outperformance versus the peer group (+25.5pp) does not trigger the underperformance threshold; brings deep financial services expertise as former Vanguard CEO and serves only on AXP's board with no overboarding concern.
Director since 2010; no TSR underperformance trigger given AXP's strong relative performance; holds two current public board seats (Groupon and Tempus AI) plus AXP — three total — which is below the four-seat overboarding threshold.
Director since 2022; no TSR underperformance trigger; serves on two public boards (AXP and Valero Energy) well within limits; brings strong legal and regulatory expertise relevant to AXP's regulated financial services business.
Director since 2020; no TSR underperformance trigger; serves only on AXP's board with no other disclosed current public board; brings deep CFO and financial expertise appropriate for Risk Committee chair role.
Director since 2020; no TSR underperformance trigger; serves on two public boards (AXP and Compass) within the allowed limit; brings strong technology and financial services board governance experience.
Director since 2020; no TSR underperformance trigger; no current outside public board memberships (Hiscox tenure ended 2025); brings extensive banking and payments expertise as former Capital One Bank president and chair of American Express National Bank.
Joined the board in July 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings deep regulatory and financial services expertise as former Federal Reserve Vice Chair for Supervision with no overboarding concern.
Chairman and CEO since 2018; AXP's 3-year TSR of +89.1% outperforms the compensation peer group median by +25.5pp, well below the 65pp trigger threshold for strong positive returns, so the TSR trigger does not apply; as an executive director he is subject to the same TSR screen which clears comfortably.
Joined the board in July 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings consumer brand and global operating expertise as CEO of Colgate-Palmolive; serves on two public boards (AXP and Colgate-Palmolive where he is chairman/CEO) — as a sitting CEO holding one outside public board seat, this is within the one-seat limit under our policy.
Director since 2021; no TSR underperformance trigger; serves on two public boards (AXP and Covista) within allowed limits; brings senior executive and public company CEO experience relevant to AXP's audit and risk committees.
Director since 2018; no TSR underperformance trigger; currently serves on AXP and Vertex boards (two total, within limits); brings deep cybersecurity and technology expertise highly relevant to AXP's digital and risk oversight priorities.
The AXP director slate of 13 nominees is broadly supportable. AXP's 3-year price return of +89.1% outperforms the compensation peer group median by +25.5pp, which is well below the 65pp threshold required to trigger an AGAINST vote for strong-positive-TSR companies, so no director is flagged on performance grounds. Three directors (Angelakis, Quarles, Wallace) joined in 2025 and are exempt from the TSR trigger. One AGAINST vote is warranted for Thomas J. Baltimore, who is the sitting CEO of Park Hotels & Resorts and holds two outside public board seats (AXP and Comcast), exceeding the one-seat limit our policy sets for sitting CEOs. All other nominees clear overboarding, attendance, independence, and qualifications screens.
Say on Pay
✓ FORCEO
S.J. Squeri
Total Comp
$46,239,805
Prior Support
92.9%%
The CEO received $46.2 million in total compensation for 2025, which is elevated for the role but reflective of AXP's genuinely exceptional performance — record revenues of $72.2 billion (up 10%), EPS of $15.38 (up 10-15%), ROE of 34%, and a 3-year TSR of approximately 160% that significantly outpaced the peer group. The pay structure is heavily performance-weighted (96% variable, 73% tied to long-term equity), features robust clawback provisions, uses multi-year relative ROE and TSR metrics for equity vesting, and received 92.9% shareholder support at the 2025 annual meeting indicating strong investor confidence in the program. Pay-for-performance alignment is credible given documented outperformance on all key financial metrics relative to peers, and the incentive design does not exhibit the hallmarks of effectively-fixed variable pay.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$35,893,000
Non-Audit Fees
$7,524,000
Non-audit fees (audit-related fees of $5,750k plus tax fees of $1,739k plus other fees of $35k totaling $7,524k) represent approximately 21% of audit fees ($35,893k), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $207B market-cap company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements are noted.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Shareholder Proposal Requesting a Report on Coverage of Transgender Healthcare Treatments for Minors
This proposal requests a report on whether AXP's employee health benefit plans cover gender-affirming care for minors — a topic that is a contested political and social issue rather than a material financial or governance concern for shareholders. Based on the filing context and the nature of this type of proposal, it is characteristic of conservative ideological filers who use corporate proxy processes to advance political positions rather than genuine shareholder value objectives. Under our policy, proposals driven by ideological motivation from either direction are voted AGAINST regardless of their surface framing, because they do not reflect the concerns of a neutral fiduciary investor.
Proposal 5
Shareholder Proposal Regarding Political Bias Risk Oversight
This proposal asks AXP to report on oversight of risks related to alleged political bias — a framing commonly used by conservative advocacy filers to pressure companies on ESG and DEI programs rather than to advance genuine governance or financial oversight. The proposal does not address a material, quantifiable business risk in a way a neutral fiduciary investor would require, and it is characteristic of proposals submitted to advance political agendas rather than shareholder interests. Under our policy, ideologically motivated proposals from either direction are voted AGAINST, and the board's own recommendation is also AGAINST.
Overall Assessment
American Express's 2026 annual meeting ballot is largely straightforward: the auditor ratification and say-on-pay proposals both clear policy screens cleanly given PwC's modest non-audit fee ratio and AXP's genuinely exceptional pay-for-performance alignment supported by record financial results and 93% prior-year shareholder approval. The director slate is broadly supportable across 12 of 13 nominees, with one AGAINST vote warranted for Thomas Baltimore due to overboarding as a sitting CEO holding two outside public board seats; the two shareholder proposals (transgender healthcare coverage report and political bias risk oversight) are both voted AGAINST as ideologically motivated proposals that serve advocacy rather than shareholder interests.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing