American Express Corporate Governance Case Study





Washington, D.C. 20549



Proxy Statement pursuant to Section 14(a)
of the Securities Exchange Act of 1934


 Filed by the RegistrantFiled by a Party other than the Registrant






(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if other than Registrant)


 Our Blue Box Values reflect who we are and what we stand for as a company.
 We develop relationships that make a positive difference in our customers’ lives.



Monday, May 11, 2015

9:00 a.m. Eastern Time

American Express Company, 200 Vesey Street, 26th Floor, New York, New York 10285




To vote on the following proposals:




Close of business on March 13, 2015


March 30, 2015



Carol V. Schwartz



2015 Proxy Statement    



We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of American Express Company for the 2015 Annual Meeting of Shareholders and for any adjournment or postponement of the meeting. We expect to mail our notice of internet availability of the proxy materials and to begin mailing our proxy materials on or about March 30, 2015.



May 11, 2015, at 9:00 a.m. Eastern Time at 200 Vesey Street, New York, New York 10285.


We do not require tickets for admission to the meeting but do limit attendance to shareholders on the record date or their proxy holders. Please bring proof of your common share ownership, such as a current brokerage statement, and photo identification. Only shareholders or their valid proxy holders may address the meeting. Please note that cameras, camcorders, videotaping equipment, and other recording devices, and large packages, banners, placards and signs will not be permitted in the meeting.


If your shares are held in a bank, brokerage or other institutional account you are a beneficial owner of these shares but not the record holder. This is known as holding shares in “street name.” If you wish to vote these shares in person at the meeting, you must obtain a proxy from your bank, broker or other intermediary and bring it with you to hand in with your ballot.


You can access a live audio webcast and a replay of the meeting on our investor website at *




You may vote common shares that you owned as of the close of business on March 13, 2015, which is the record date for the meeting.


We encourage you to vote as soon as possible, even if you plan to attend the meeting in person. Please follow the instructions on your proxy card, voting instruction form or on the notice of internet availability of proxy materials that you received. If you submit your vote prior to the meeting, you may still attend and vote at the meeting.


You may vote in the following ways:


You can vote by calling the number on your proxy card or voting instruction form or provided on the website listed on your notice.     You can vote online at
 If you received written materials, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the envelope provided. You can vote in person at the annual meeting. If you hold your shares in street name, you must obtain a proxy from the record holder to vote in person.  


For telephone and Internet voting, you will need the 16-digit control number included on your notice, on your proxy card or in the voting instructions that accompanied your proxy materials.


Telephone and online voting are available through 3:00 p.m. Eastern Time on Wednesday, May 6, 2015, for shares held in employee plans, and through 11:59 p.m. Eastern Time on Sunday, May 10, 2015, for all other shares.


* Weblinks throughout this document are provided for convenience only. Information from the American Express website and any other website referred to in this proxy statement is not incorporated by reference into this proxy statement.



You may confirm your vote was cast in accordance with your instructions. Beginning April 28, 2015, and for up to two months after the annual meeting, you may confirm your vote beginning 24 hours after your vote is received, whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto using your control number (included on your notice, on your proxy card, or in the instructions that accompanied your proxy materials) and receive confirmation on how your vote was cast. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker, and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.





We present below a summary of certain information in this proxy statement. Please review the complete proxy statement and 2014 Annual Report to Shareholders before you vote.




The company produced solid earnings in 2014 reflecting higher spending by our Card Members, growth in average Card Member loans, excellent credit quality and control over operating expenses.



Further information on our 2014 performance can be found on pages 23 and 24.




On Average, Over Time Financial Targets


We have set long-term targets that we think would generate sustainable value for our shareholders. We manage the company for the moderate to long-term and do not make decisions simply to achieve results on a short-term basis.


Since 2010, our annual EPS growth has averaged 14 percent. Our revenue growth rate was 6 percent over the same period.


During this time, we delivered high returns on capital, with an average ROE of 27 percent.






Our executive compensation program is designed to reward our leadership team for delivering results and building sustainable shareholder value. Several important features of our executive compensation program are:



Our Compensation Discussion and Analysis is on pages 23-39 and our Summary Compensation Table, other tables and narrative discussion are on pages 40-52.





2015 Proxy Statement    






You are being asked to elect 12 directors. Each of our current directors other than Mr. Reinemund is standing for reelection. The board has also nominated Michael O. Leavitt to stand for election. Each of the nominees is standing for election to hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. Detailed information about each nominee’s background, skills and expertise can be found in Proposal 1—Election of Directors for a Term of One Year on page 53.





Case | HBS Case Collection | April 1994 (Revised August 1996)

American Express (A)

by Jay W. Lorsch


In January 1993, the American Express board met to decide who would succeed James D. Robinson, III as chairman and CEO. The board needed to act in the spotlight of intense media and investor scrutiny, and after leaks had revealed that there was a conflict among the board members about whether Robinson should have been asked to leave. The board needed to find a way of calming the public's concern over the future of American Express, at the same time choosing a leadership structure that would lead American Express for the foreseeable future. The case brings up several critical issues revolving around CEO succession and performance evaluation: What should the board take into account when deciding when to ask a CEO to step down? What kinds of processes can boards institute so that such battles over CEO succession will not ensue?

Keywords: Decision Making; Corporate Governance; Resignation and Termination; Leadership; Management Succession; Performance Evaluation;

Categories: 1

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