US Bancorp (NYSE: USB) has unveiled substantial updates to its executive compensation framework as disclosed in its recently filed 8-K on April 16, 2025—a pivotal event reflecting leadership changes and strategic compensation decisions. The regulatory filing, accessible at the official SEC link US Bancorp 8-K April 2025, outlines final compensation arrangements for incoming President and CEO Gunjan Kedia and for the outgoing CEO, Andrew Cecere, who transitions to the Executive Chairman role.
Gunjan Kedia’s total annual base salary will rise to $1,200,000 (effective April 16, 2025), complemented by an annual cash incentive award targeted at 275% of base salary—amounting to a $3,300,000 incentive before considering long-term incentives.
Kedia will also be granted Performance-Based Restricted Stock Units (PRSUs) valued at $1,500,000, under the US Bancorp 2024 Stock Incentive Plan. As per industry benchmarks reported in the Company’s 2025 Proxy Statement, this brings her total target direct compensation (base + target bonus + PRSUs) to $6,000,000 annually.
“The Company’s Board of Directors determined the base salary and target annual cash incentive award that Ms. Kedia will receive in recognition of the additional duties being assumed by her in her new role.” —US Bancorp 8-K, April 2025
Andrew Cecere, Executive Chairman (effective April 16, 2025), will receive an annual base salary of $1,400,000. His compensation structure reflects industry-leading standards for similar S&P 500 board roles. The U.S. Bank Non-Qualified Retirement Plan for Mr. Cecere will be frozen as of the CEO transition date, with his total lump sum benefit calculated using prevailing actuarial rates and mortality tables.
No alterations have been made to the core benefits under the U.S. Bancorp Cash Balance Pension Plan or to other participants in the Non-Qualified Retirement Plan.
US Bancorp maintains diverse classes of securities registered on the NYSE: Common Stock (USB), and multiple series of Preferred Stock and Depositary Shares (Series A, B, K, L, M, O; trading as USB PrA, USB PrH, USB PrP, USB PrQ, USB PrR, USB PrS).** Senior notes outstanding include: Floating Rate Notes, Series CC (USB/28); 4.009% Fixed-to-Floating Rate Notes, Series CC (USB/32) due 2028 and 2032, respectively.**
For more detail on the impact of these executive changes and technical retirement plan amendments, the full 8-K is the definitive source. View it here: US Bancorp 8-K Filing, April 2025.
The 2025 executive compensation realignment at US Bancorp sets a new precedent among financial holding companies with a market capitalization exceeding $70 billion. Incorporating technical instruments such as Performance-Based Restricted Stock Units (PRSUs) and actuarial adjustment mechanisms in the Non-Qualified Retirement Plan demonstrates US Bancorp’s commitment to aligning shareholder and executive interests with industry best practices.
These precise quantitative changes showcase robust governance and transparency, directly relevant to institutional investors, equity analysts, and regulatory compliance professionals seeking authoritative financial event reporting.
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