DEF: American Express 2026 Proxy: Strong 2025 Performance, Governance

American Express Company reports strong 2025 financial and business performance, outlines 2026 Annual Meeting proposals, and details robust corporate governance practices.

Summary

• Total revenues net of interest expense reached an all-time high of $72.2 billion in 2025, up 10% (9% on an FX-adjusted basis) versus the prior year.
• Diluted earnings per share (EPS) for the full year 2025 were $15.38, up 10% (15% excluding the prior-year gain on sale of Accertify, Inc.).
• Net income for 2025 was $10.8 billion.
• Total billed business grew by 8% (7% on an FX-adjusted basis) to $1.7 trillion.
• The company added 12.5 million new proprietary cards, bringing the total number of cards-in-force to 152.8 million.
• Net card fee revenues grew 18% to a record $10 billion, marking the 30th consecutive quarter of double-digit year-over-year growth.
• American Express returned $7.6 billion of capital to shareholders in the form of share repurchases and dividends.
• Return on Equity (ROE) for 2025 was 34%, and the 1-year Total Shareholder Return (TSR) of 26% outperformed the S&P Financials Index by 11 percentage points.
• The Board of Directors recommends voting FOR the election of 13 director nominees, FOR the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and FOR the advisory resolution to approve executive compensation.
• The Board recommends voting AGAINST two shareholder proposals concerning a report on coverage of transgender healthcare treatments for minors and political bias risk oversight.

Sentiment

Score: 9

Explanation: StockSavvy.ai views this as a highly positive filing, reflecting exceptional financial performance, strong shareholder returns, and robust governance practices, indicating a well-managed and strategically sound company.

Positives

• Record total revenues net of interest expense of $72.2 billion, up 10% year-over-year (9% FX-adjusted).
• Diluted EPS of $15.38, up 10% (15% adjusted for prior-year Accertify sale).
• Net income of $10.8 billion, reflecting strong earnings power and strategic investments.
• Total billed business grew 8% (7% FX-adjusted) to $1.7 trillion, with growth across geographies and categories.
• Net card fee revenues reached a record $10 billion, demonstrating 30 consecutive quarters of double-digit growth.
• Added 12.5 million new proprietary cards, with over 70% on fee-paying products, expanding the global network to 152.8 million cards-in-force.
• Strong momentum in customer acquisitions and spending by Millennial & Gen-Z customers, the fastest-growing consumer cohorts.
• Expanded merchant coverage globally, reaching over 170 million American Express-accepting merchant locations.
• Maintained strong and stable credit performance with best-in-class net write-off and delinquency rates.
• Returned $7.6 billion of capital to shareholders through share repurchases and dividends.
• Achieved a Return on Equity (ROE) of 34%, indicating strong returns and capital strength.
• 1-year Total Shareholder Return (TSR) of 26% outperformed the S&P Financials Index by 11 percentage points.
• The Compensation and Benefits Committee determined the company's overall performance for 2025 'Significantly Outperform' against established goals, leading to a 145% company performance multiplier for annual incentives.
• Performance Restricted Stock Units (PRSUs) granted in February 2023 vested at 120% of target due to average three-year ROE performance at the 91st percentile and TSR performance at the 77th percentile relative to the peer group.
• 75% of the 2022 Special Award of performance-based stock options vested due to achieving a 40% TSR increase and positive cumulative net income.

Risks

• Forward-looking statements are subject to risks and uncertainties, including those detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
• The company faces six principal risk categories: strategic risk, reputational risk, liquidity risk, market risk, credit risk, and operational and compliance risk.
• Cybersecurity risk is identified as an operational risk, managed through the enterprise Technology Risk and Information Security (TRIS) program.
• Risks and opportunities related to the use of Artificial Intelligence (AI) and Generative AI (GenAI) tools are overseen by the Risk Committee and managed by an Artificial Intelligence Risk Management Policy.
• A shareholder proposal (Item 4) highlights potential legal, regulatory, political, and reputational risks associated with providing transgender healthcare treatments for minors on healthcare plans beyond existing minimum legal requirements.
• A shareholder proposal (Item 5) raises concerns about risks related to board and management political bias, which could lead to reputational and stakeholder risks, alienation of consumers, division among employees, and harm to shareholder value.

Future Outlook

American Express aims to continue its growth strategy by focusing on five strategic imperatives, including reimagining customer and colleague experiences through technology. The company plans to meet additional regulatory requirements in accordance with phased implementation timelines and will continue to invest in digital capabilities, AI, and partner networks. The executive compensation program has been updated for 2026 to further align with strategic objectives and market practices.

Management Comments

• "We continued to execute our growth strategy."
• "Our 2025 results reflect the earnings power of our business model, driven by our premium, high credit-quality customer base and the greater scale and operating leverage we have achieved over the last several years, as well as the impact of strategic investments that strengthen our Membership Model and drive growth."
• "The successful execution of our growth strategy, along with the strength of our premium customer base and differentiated business model, drove net income of $10.8 billion, or $15.38 diluted earnings per share."
• "Our Board believes that a combined Chairman and CEO role allows the Company to effectively convey its business strategy and core values to shareholders, customers, colleagues, regulators and the public in a single, consistent voice."
• "Our Board continues to believe that our current structure, led by Messrs. Brennan and Squeri, allows the Board to focus on key strategic, policy and operational issues, provides critical and effective leadership (both internally and externally) and creates an environment in which the Board can work effectively and appropriately challenge Management, all of which we believe will benefit the long-term interests of our shareholders."
• "We continue to explore ways to deploy new and developing technologies, such as AI and GenAI tools, to enhance our payments platform and customer and colleague experience."
• "Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and encouraging responsible risk-taking."

Industry Context

StockSavvy.ai notes that American Express's strong 2025 performance, particularly in revenue growth, EPS, and ROE, reflects a robust position within the competitive global payments and financial services industry. The focus on premium customer segments, digital capabilities, and AI integration aligns with broader industry trends towards technological innovation and enhanced customer experience. The company's outperformance against the S&P Financials Index suggests effective strategic execution in a dynamic market, reinforcing its leadership in key segments.

Comparison to Industry Standards

• The 1-year Total Shareholder Return (TSR) of 26% outperformed the S&P Financials Index by 11 percentage points, indicating superior market performance.
• The company's five-year cumulative TSR is well above the companies included in the S&P Financials Index.
• Net write-off and delinquency rates remained 'best-in-class,' suggesting stronger credit quality and risk management compared to industry peers.
• American Express is identified as the #1 U.S. Small Business Issuer by volume, according to The Nilson Report, May 2025, highlighting its market leadership.
• Achieved exceptional colleague engagement survey results 'well above external benchmarks,' indicating a strong internal culture and employee satisfaction relative to other companies.
• The redesigned Long-Term Incentive Award (LTIA) program utilizes the S&P 500 Financials Index as a peer group for comparing ROE and TSR performance, with a requirement for above median performance for target vesting, demonstrating a commitment to competitive performance.

Management Changes

Corporate Governance

Related Party Transactions

• Executive officers and directors may take out loans from certain subsidiaries on the same customary terms offered to the general public.
• Executive officers and directors may enter into transactions with the company involving other goods and services, such as travel services and deposit products, on terms generally offered to other customers.
• Certain executive officers, directors, and their immediate family members may hold equity interests or serve as directors/employees in companies with which American Express has ordinary course business relationships (e.g., merchant acceptance, joint marketing).
• The company may make charitable contributions to non-profit organizations where its directors or executive officers serve as directors or trustees.
• The sister-in-law of CEO Stephen J. Squeri is employed by the company in a non-executive officer position and received compensation between $310,000 and $340,000 in 2025.
• The son-in-law of CFO Christophe Y. Le Caillec is employed by the company in a non-executive officer position and received compensation between $125,000 and $155,000 in 2025.
• The son-in-law of Director Theodore J. Leonsis is employed by the company in a non-executive officer position and received compensation between $145,000 and $175,000 in 2025.

Stakeholder Impact

• Shareholders: Strong financial performance, capital returns, and robust governance practices are designed to create long-term value. Shareholder feedback is actively sought and incorporated into governance and compensation decisions.
• Employees (Colleagues): Executive compensation programs are structured to attract, retain, and motivate talent. The Annual Colleague Experience Survey provides insights into employee sentiment, engagement, and well-being. Enhanced security measures are provided for certain management positions.
• Customers: Strategic imperatives focus on reimagining customer experiences, including product refreshes, expansion of hotel networks and lounge openings, and investments in digital capabilities like the new Amex Travel App and the acquisition of the Center expense management platform.
• Partners: The company has expanded its network of world-class partners and renewed several key cobrand partnerships, including British Airways, Air France-KLM, and ANA, benefiting its global integrated network.
• Regulators: The company actively engages with U.S. regulators and is undertaking efforts to upgrade its capabilities to meet Category III bank requirements, demonstrating compliance and commitment to regulatory standards.

Next Steps

• The Annual Meeting of Shareholders will be held on Tuesday, May 5, 2026, to vote on director elections, auditor ratification, executive compensation, and two shareholder proposals.
• The remaining 25% of the 2022 Special Award stock options will vest on October 31, 2026, subject to continued employment and positive cumulative net income through Q2 2026.
• Vested options from the 2022 Special Award may be exercised from October 31, 2026, to October 31, 2029.
• Shareholder proposals for inclusion in the 2027 Proxy Statement must be received by the Corporate Secretary and Chief Governance Officer no later than November 25, 2026.
• Other shareholder proposals for presentation at the 2027 Annual Meeting must be noticed between January 5, 2027, and February 4, 2027.
• The company expects to obtain similar director and officer liability insurance coverage upon the expiration of the current program on November 30, 2026.

Key Dates

Recommendation

The filing details exceptional 2025 financial performance with record revenues, strong EPS growth, and high ROE, significantly outperforming industry benchmarks. The company's strategic investments in digital capabilities, AI, and premium customer segments position it for continued growth. Robust corporate governance and a compensation structure aligned with long-term shareholder value further enhance its appeal. The strong capital returns to shareholders and best-in-class credit performance underscore financial health and operational excellence, making American Express a compelling 'strong buy' for seasoned investors.

Keywords

American Express, AXP, Proxy Statement, Corporate Governance, Executive Compensation, Financial Performance, Shareholder Meeting, Director Election, Audit, Risk Management, Artificial Intelligence, Cybersecurity, Payments Industry, Credit Cards, Financial Services, Shareholder Proposals, ESG