Form 4: U.S. Bancorp Executive James L. Chosy Reports Acquisition of Restricted Stock Units

James L. Chosy, Senior EVP and General Counsel of U.S. Bancorp, reported the acquisition of 23,832 restricted stock units on February 29, 2024.

Summary

• On February 29, 2024, James L. Chosy, Senior EVP and General Counsel of U.S. Bancorp, acquired 23,832 restricted stock units.
• These restricted stock units vest in three tranches: 33% on February 28, 2025, 33% on February 28, 2026, and 34% on February 28, 2027.
• The restricted stock units represent 40% of Chosy's long-term incentive compensation award granted in 2024.
• The remaining 60% of the award is in the form of performance-based restricted stock units, the number of which will be determined in early 2027 based on the company's performance against certain targets from 2024 through 2026.
• Following the transaction, Chosy directly owns 216,544 shares of U.S. Bancorp common stock.
• Chosy also indirectly owns 1,443 shares through a spouse's trust and 343 shares through another trust.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects standard executive compensation practices and aligns executive interests with company performance. There are no indications of negative news or concerns.

Positives

• The acquisition of restricted stock units aligns the executive's interests with the long-term performance of the company.
• The vesting schedule encourages continued service and contribution to U.S. Bancorp's success.
• The performance-based component of the long-term incentive award motivates the executive to achieve specific performance targets.

Future Outlook

The number of performance-based restricted stock units that will be earned and eligible to be settled in shares of common stock will be determined in early 2027 based on the company's performance against certain performance targets from 2024 through 2026.

Industry Context

This filing is a routine disclosure related to executive compensation and is typical for publicly traded companies like U.S. Bancorp. It provides transparency into the equity-based compensation awarded to key executives.

Comparison to Industry Standards

• Executive compensation packages at large financial institutions like U.S. Bancorp typically include a mix of base salary, cash bonuses, and equity-based awards.
• Restricted stock units and performance-based restricted stock units are common components of long-term incentive plans designed to align executive interests with shareholder value.
• Vesting schedules of three to four years are standard practice to encourage executive retention.
• Comparable companies such as JPMorgan Chase, Bank of America, and Wells Fargo also utilize similar compensation structures for their executives.

Stakeholder Impact

• The equity-based compensation aligns the executive's interests with those of the shareholders, incentivizing them to increase shareholder value.
• The vesting schedule encourages executive retention, which benefits employees and other stakeholders.

Next Steps

• The number of performance-based restricted stock units will be determined in early 2027.
• The restricted stock units will vest on February 28, 2025, February 28, 2026, and February 28, 2027.

Key Dates