Proxy statement highlights

This highlights section does not contain all of the information that you should consider before voting. Please read the entire proxy statement carefully.

The Board of Directors of U.S. Bancorp is soliciting proxies for use at the annual meeting of shareholders to be held on April 17, 2018,20, 2021, and at any adjournment or postponement of the meeting. The proxy materials were first made available to shareholders on or about March 6, 2018.9, 2021.

Your vote is important! Please cast your vote and play a part in the future of U.S. Bancorp.

Even if you plan to attend our annual meeting, in person, please cast your vote as soon as possible by:

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Internet www.proxyvote.com

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Telephone

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Mail

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The voting deadline is 11:59 p.m., Eastern time, on April 16, 201819, 2021 (or April 12, 2018,15, 2021, for shares held in the U.S. Bank 401(k) Savings Plan).

About U.S. Bancorp

U.S. Bancorp, with nearly 70,000 employees and $554 billion in assets as of December 31, 2020, is the parent company of U.S. Bank National Association, the fifth-largest commercial bank in the United States. The Minneapolis-based bank blends its relationship teams, branches and ATM network with digital tools that allow customers to bank when, where and how they prefer. U.S. Bank is committed to serving its millions of retail, business, wealth management, payment, commercial, corporate, and investment customers across the country and around the world as a trusted and responsible financial partner. This commitment continues to earn a spot on the Ethisphere Institute's World's Most Ethical Companies list and puts U.S. Bank in the top 5% of global companies assessed on the CDP A List for climate change action. Visit usbank.com for more.

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Source: S&P Global Market Intelligence; Peer banks include: BAC, CFG, FITB, JPM, KEY, PNC, RF, TFC and WFC; 5-Year average ranges from 2016-2020, 10-Year average ranges from 2011-2020, 15-Year average ranges from 2006-2020

		A differentiated business mix				Through-the-cycle underwriting discipline				A strong and nimble culture

Access to our ESG Report and Community Impact Report is provided for informational purposes only and none of the ESG Report, the Community Impact Report, nor any other information included on our website is incorporated by reference or otherwise made a part of this proxy statement.

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​ Proposal 1 — Election of directors

Proposal 1 — Election of directors

Our Board of Directors currently has 1614 members, and directors are elected annually to one-year terms. TwoThirteen of our current directors — Richard K. Davis, currently our Executive Chairman, and Douglas M. Baker, Jr. — are not standing for re-election at the 2018 annual meeting of shareholders. All of our other current directors have been nominated for election by the Board to hold office until the 20192022 annual meeting and the election of their successors. Marc N. Casper is currently serving as a director but will not stand for re-election at the 2021 annual meeting.

All of the nominees currently serve on our Board. Kimberly N. Ellison-Taylor was appointed a director by the Board and eachin January 2021. Each of themthe other nominees has previously been elected by the shareholders, except for Richard P. McKenney. Mr. McKenney was elected to the Board in October 2017.shareholders. The Board has determined that, except for Andrew Cecere, our Chairman, President and Chief Executive Officer, each nominee for election as a director at the annual meeting is independent from U.S. Bancorp as discussed later in this proxy statement under "Corporate Governance — Director Independence."

Director nominee selection process

The selection process for first-time director candidates includes the following steps:

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​identification of candidates by the Governance Committee based upon information provided by a director search firm, suggestions from current directors and executive officers, or recommendations received from shareholders;shareholders and other sources;



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​interviews of candidates by the Lead Director and other directors;



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​reports presented to the Board by the Governance Committee on the candidates and selection process;



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​recommendations made by the Governance Committee; and



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​election by the Board or formal nomination by the Board for inclusion in the slate of directors at the annual meeting.

Director candidates recommended by shareholders are given the same consideration as candidates suggested by a search firm, directors or executive officers. A shareholder seeking to recommend a prospective candidate for the Governance Committee's consideration should submit the candidate's name and sufficient written information about the candidate to permit a determination by the Governance Committee of whether the candidate meets the director selection criteria set forth in our Corporate Governance Guidelines. Recommendations should be sent to the Chair of the Governance Committee in care of the Corporate Secretary of U.S. Bancorp at the address listed on page 7975 of this proxy statement.

Commitment to Board diversity

Our company is committed to diversity, equity and inclusion. Our Board is focused on diversity within its membership in order to benefit from a variety of perspectives, experiences and skill sets in exercising its oversight role. The Board's commitment to diversity is reflected in our Corporate Governance Guidelines, which require that any director search firm used to identify external candidates for a Board vacancy will be requested to present a diverse slate of candidates.

Director nomination considerations

Our Governance Committee continuously assesses the evolving opportunities and challenges facing our company in order to align the Board's composition with theour company's leadership needs and strategic direction. When nominating new and incumbent directors, our Governance Committee considers the following factors:

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​Personal qualities:  The Governance Committee will only consider individuals as candidates for director who possess the highest personal and professional ethics and integrity, and who are committed to representing the long-term interests of all of our shareholders. Directors must be able to work in a collegial manner with persons of different education, business and cultural backgrounds.



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​BusinessProfessional skills and qualifications:  The Governance Committee considersWhen considering the balance of business experience represented on the Board at any one time and also reviews Board self-evaluations and information with respect to the business and professional expertise represented by current members in order to identify any specific skills and backgrounds desirable in future Board members. As part of this process,members, the Governance Committee identifies the particular areas of professional experience and skill sets represented on the Board and compares them to the set of skills that the Committee believes is important to have represented among the directors at any given time.time in light of the company's current strategy, risks and opportunities. Any gaps become focus areas for director search efforts.



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​Chief executive experience:  Ten of our nominees are current or former CEOs of large publicly held or private corporations. Directors with a CEO background bring to our Board experience overseeing management, finance, marketing and execution of corporate strategy.



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​Risk management:  Eight of our nominees have specific risk management expertise, gained either through leadership at a critical infrastructure company or financial services institution. Directors with this expertise help our Board identify and assess the many and varied risks facing our company as a large financial institution.

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​ Proposal 1 — Election of directors

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​Financial reporting

The Governance Committee applies certain criteria to identify the skills, experiences and accounting:  Sixprofessional qualifications that are likely to be strong indicators of an individual's unique contribution to the Board's collective oversight work. These criteria, along with the number of our nominees have specialized financial reporting qualifications, such as past experience as a CPAwho possess each skill or qualification and the CFO of a large corporation. Directors withways these qualifications are particularly well suited to overseeing the quality and integrity of our company's financial statements.



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​Financial services industry expertise:  Five of our nominees have leadership experience within the financial services industry. Directors with this experienceexperiences contribute to our Board a deep knowledgethe Board's collective oversight of the business challengesdevelopment and opportunities facing our company.



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execution of the company's strategy, are as follows:

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	​		Skill or qualification		​		#		​		Criteria		​		Link to strategy		​
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			Financial reporting and accounting				8				Have specialized financial reporting qualifications, such as experience as a CPA or as the CFO of a large corporation				Are particularly well suited to overseeing the quality and integrity of our company's financial statements
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			Chief executive experience				7				Are current or former CEOs of publicly held or large private corporations				Have experience overseeing senior leadership, finance, marketing and execution of corporate strategy from both a management and a board perspective
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			Financial services industry expertise				5				Have executive-level experience in the financial services industry				Possess deep knowledge of the business challenges and opportunities facing our company
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			Risk management				5				Have specific risk-management expertise, gained through leadership at either a critical infrastructure company or a financial services institution				Are particularly adept at identifying and assessing the varied risks facing our company as a large financial institution
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			Corporate governance				5				Have significant experience serving on and leading the boards of other large corporations and/or professional experience in the corporate governance field				Help our Board fulfill its oversight function effectively
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			Technological transformation				3				Have executive-level experience in an industry driving technological change				Contribute expertise regarding product innovation and evolving customer expectations
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			Customer experience				3				Have executive-level experience in a consumer-focused industry other than financial services				Provide insight into how our company interacts with retail customers
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			Other regulated industry expertise				2				Have executive-level experience in a regulated industry other than financial services				Provide a valuable perspective on how an extensive regulatory framework intersects with strategic and operational planning
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			Community leadership				1				Has significant professional leadership experience in community service organizations and/or in public policy roles				Provides perspective on our company's connections to the communities it serves and responsible business practices
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​ 9	​ ​	​ U.S. Bancorp 2021 Proxy Statement

Regulated industry expertise:​

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  FourTable of our nominees have leadership experience in a regulated industry other than financial services. Directors with this expertise bring to our Board a valuable perspective on how an extensive regulatory framework intersects with strategic and operational planning.Contents



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​Corporate governance:  Three of our nominees bring to our Board significant leadership experience on the boards of other publicly held corporations and/or experience working in the field of corporate governance. Directors with this experience help our Board fulfill its oversight function effectively.



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​ Proposal 1 — Election of directors

​Community and customer experience:  Three of our nominees have significant leadership experience in a consumer-focused business other than financial services or in community service organizations. Directors with this experience help our Board appreciate how the work our company does connects to retail customers and individuals living in the communities we serve.



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​Diversity:  Our Governance Committee regularly reviews the composition of the Board in light of the backgrounds, industries, skills, professional experience, geographic communities, gender, race, ethnicity and other personal qualities and attributes represented by our current members. The Governance Committee incorporates this broad view of diversity into its director nomination process and is committed to ensuring that the Board's composition as a whole appropriately reflects the current and anticipated needs of the Board and the company, andour company. The Governance Committee actively seeks women and people of color as candidates in every search effort.



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​Tenure:  Our Governance Committee believes that it is important to maintain a balance of tenure on the Board, in order to benefit from the business, industry and governance experience of longer-serving directors; the fresh perspectives contributed by new directors; and the value of continuity as Board composition changes. Our Governance Committee approaches its task of recommending candidates for election or re-election with the goal of having a mix of directors with long, medium and short tenures on the Board. It therefore aims to have a measured rate of Board refreshment. Over the last three years, five independent directors have departed from the Board (not including the upcoming departure of Mr. Baker, who is not seeking re-election at the annual meeting), and four independent directors have joined the Board.



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​Capacity:  Serving on the board of a large financial institution requires a significant commitment of time and energy, and directors must be willing and able to devote sufficient attention to carrying out their duties and responsibilities effectively. The Governance Committee will consider the professional and other demands placed on candidates, including service on the boards of public companies or other large, complex organizations. In no eventUnless the Board determines that a director's service to our company would not be impaired, a director may a directornot serve on more than three other boards of public companies in addition to our Board, and a director who serves as the CEO of a public company may not serve on more than two other boards of public companies in addition to our Board, unless the Board determines that the director's service to our company would not be impaired.Board.



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​RetirementTenure and other considerations for incumbent directors:refreshment:  Our Governance Committee believes that it is important to maintain a balance of tenure on the Board to benefit from the business, industry and governance experience of longer-serving directors and the fresh perspectives contributed by new directors, while recognizing the value of continuity as Board composition changes. Our Governance Committee aims to have a measured rate of Board refreshment.

The Governance Committee's decision to renominate an incumbent director is also informed by the director's past attendance, participation in the work of the Board and overall contribution to the Board, as assessed in the annual boardBoard evaluation process. The Board's commitment to refreshment can require candid conversations with individual directors when the Governance Committee has determined that a different board composition would increase the Board's effectiveness. As a result of the Board evaluation and skills-to-strategy alignment processes, directors may decide or be asked not to stand for re-election at the next annual meeting.

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​Retirement and other considerations for incumbent directors:In addition to the factors stated above, the Governance Committee will evaluate any director's continued service on the Board for appropriateness in each of the following circumstances: the director has a change in employment or other major responsibilities, an employee director ceases to be a company employee, and the director reacheshas reached the age of 72.72 since the last meeting of shareholders at which the director was elected.

20182021 nominees for director

Each of the director nominees named below has agreed to serve as a director if elected. Proxies may not be voted for more than 1413 nominees. If, for any reason, any nominee becomes unable to serve before the election, the persons named as proxies will vote your shares for a substitute nominee selected by the Board of Directors. Alternatively, the

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Board of Directors at its option, may choose to reduce the number of directors that are nominated for election. In addition, as described below under "Corporate Governance — Majority Vote Standard for Election of Directors," each of the nominees has tendered his or her contingent resignation as a director in accordance with our Corporate Governance Guidelines, to be effective if he or she fails to receive a majority of the votes cast in an uncontested election and the Board accepts the tendered resignation.

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Included below is certain information that the director nominees have provided about themselves, as well as additional information that the Board considered in nominating them. Board service dates listed include service as directors of U.S. Bancorp's predecessor companies.

Warner L. Baxter Director since 2015 Committees ▶ Chair, Capital PlanningAudit ▶ Audit ▶ ExecutiveCompensation and Human Resources		Business experience: Mr. Baxter, 56,59, is the Chairman, President and Chief Executive Officer of Ameren Corporation, a regulated electric and gas utility company serving customers in Missouri and Illinois. He has served in these positions since 2014. Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Missouri from 2009 to 2014 and as Executive Vice President and Chief Financial Officer of Ameren Corporation from 2003 to 2009. In addition, he also served as President and Chief Executive Officer of Ameren Services from 2007 to 2009. Other public company directorships: ▶ Ameren Corporation since 2014 (Chairman) ▶ UMB Financial Corporation from 2013 to 2015 Skills and qualifications: ▶ Chief executive experience: Mr. Baxter's experience as a current CEO of a Fortune 500 company provides valuable leadership insight to the Board. ▶ Corporate governance: Mr. Baxter has gained significant corporate governance expertise through his service as the Chairman of a large public company. ▶ Financial reporting and accounting: Through his past experience as the CFO and Controller of a large publicly traded company, Mr. Baxter brings extensive financial reporting and accounting expertise to our Board. ▶ RegulatedOther regulated industry expertise: As the current President and CEO of a company in a highly regulated industry, Mr. Baxter provides valuable perspective on regulatory and business challenges facing our company. ▶ Risk management: As the current President and CEO of a company in a critical infrastructure industry, Mr. Baxter brings valuable risk management expertise to our Board of Directors.
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Marc N. CasperDorothy J. Bridges Director since 20162018 Committees ▶ Capital Planning ▶ Public Responsibility ▶ Risk Management		Business experience: Mr. Casper, 49,Ms. Bridges, 65, is the former Senior Vice President of Public Affairs, Outreach and Community Development of the Federal Reserve Bank of Minneapolis, one of the twelve regional banks in the Federal Reserve System. She served as Senior Vice President from July 2011 until June 2018. Prior to joining the Federal Reserve Bank of Minneapolis, Ms. Bridges served as the President and Chief Executive Officer of Thermo Fisher Scientific Inc.,City First Bank, a leadercommercial bank providing financial services in life scienceslow- and healthcare technologies. He has servedmoderate-income communities, from 2008 until July 2011, and as President and Chief Executive Officer since 2009. He served as Executive Vice President and Chief Operating Officerof Franklin National Bank, a Minneapolis commercial bank, from 20081999 to 2009 and Executive Vice President of Thermo Fisher and President of its Analytical Technologies business from 2006 to 2008. He joined Thermo Electron Corporation, a predecessor to Thermo Fisher Scientific, in 2001 and held various leadership positions within that company before being named Executive Vice President of Thermo Fisher in 2006. Other directorships: ▶ Thermo Fisher Scientific Inc. since 2009 ▶ Zimmer Holdings, Inc. from 2009 to 2013 Skills and qualifications: ▶ Chief executive experience:Community leadership: Mr. Casper'sThrough her experience as the senior leader in charge of public affairs, outreach and community development, and as the CEO of a large life sciencescommercial bank focusing on low- and healthcare technologies company gives him broad and valuable leadership experience.moderate-income communities, Ms. Bridges brings to our Board expertise in understanding the financial needs of the individuals living in the communities we serve. ▶ RegulatedFinancial services industry expertise: Mr. Casper'sMs. Bridges's extensive experience in the banking industry, as thea senior leader of a company in a heavily regulatedreserve bank and as the CEO of two commercial banks, gives her valuable industry gives him valuable insight onand regulatory challenges.oversight expertise.

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Elizabeth L. Buse Director since 2018 Committees ▶ Audit ▶ Capital Planning		Business experience: Ms. Buse, 60, is the former Chief Executive Officer of Monitise plc, a global mobile banking and payments company based in the United Kingdom. She served as Co-Chief Executive Officer and Chief Executive Officer of Monitise during 2014 and 2015, after retiring from Visa, Inc., the world's leading payment network, as Executive Vice President of Global Services, a position she held from 2013 to 2014. Ms. Buse held various senior leadership positions at Visa prior to that time, including Group President for Asia-Pacific, Central Europe, Middle East and Africa from 2010 to 2013. Other public company directorships: ▶ F5 Networks since 2020 ▶ Travelport Worldwide Ltd. from 2014 to 2019 Skills and qualifications: ▶ Financial services industry expertise: As the former CEO of Monitise and as a director for several public and private financial services technology companies, Ms. Buse gained broad financial industry expertise that is particularly relevant to our Board.
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Andrew Cecere Director since 2017 Committees ▶ Capital Planning ▶ Risk Management ▶ Executive		Business experience: Mr. Cecere, 57,60, is the Chairman, President and Chief Executive Officer of U.S. Bancorp. He has served in this position since April 2018. He served as President and Chief Executive Officer from April 2017 andto April 2018, as well as President and Chief Operating Officer from January 2016 to April 2017, after having served as Vice Chairman and Chief Operating Officer from January 2015 until January 2016. From February 2007 until January 2015, Mr. Cecere served as U.S. Bancorp's Vice Chairman and Chief Financial Officer, after having served as Vice Chairman, Wealth Management and Investment Services of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001. Previously, he had served as an executive officer of the former U.S. Bancorp before its merger with Firstar, including as Chief Financial Officer from May 2000 through February 2001. Mr. Cecere has been elected by the Board to serve as Chairman of the Board of Directors of U.S. Bancorp, effective April 17, 2018. Other public company directorships: ▶ Donaldson Company, Inc. since 2013 (Audit Committee) Skills and qualifications: ▶ Chief executive experience: As CEO of U.S. Bancorp, Mr. Cecere brings to all Board discussions and deliberations deep knowledge of theour company and its business. ▶ Financial reporting and accounting: Through his service on the audit committee of a public company, as well as his past experience as CFO of U.S. Bancorp, Mr. Cecere brings valuable financial reporting and accounting expertise to our Board. ▶ Financial services industry expertise: Mr. Cecere has deep expertise in the financial services industry, gained through a career of more than 3035 years at U.S. Bancorp. ▶ Risk management: Mr. Cecere brings to our Board valuable risk management expertise gained through his work as CFO, Chief Operating Officer, and then CEO of U.S. Bancorp during the challenging regulatory and market environment of recent years.
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Arthur D. Collins, Jr. Director since 1996 Committees ▶ Chair, Compensation and Human Resources ▶ Governance ▶ Executive		Business experience: Mr. Collins, 70, is the retired Chairman and Chief Executive Officer of Medtronic, Inc., a leading medical device and technology company. Mr. Collins served as Chairman of Medtronic from 2002 until August 2008 and Chief Executive Officer from 2002 until August 2007. Mr. Collins served as President of Medtronic from 1996 to 2002 and also as Chief Operating Officer from 1994 to 2002. Since April 2009, Mr. Collins has acted as a senior advisor for Oak Hill Capital Partners, which manages a private equity portfolio of over $8 billion of private equity capital and over $20 billion of investment capital. He is also a managing partner of Acorn Advisors, LLC, which provides consulting services to nonprofit organizations. Other directorships: ▶ Cargill, Incorporated since 2000 (Human Resources, Governance, Audit and Executive Committees) ▶ The Boeing Company since 2007 (Compensation Committee Chair; Governance, Organization and Nominating Committee) ▶ Arconic Inc. (formerly Alcoa Inc.) since 2010 (Compensation and Benefits Committee Chair; Governance and Nominating Committee) Skills and qualifications: ▶ Chief executive experience: Mr. Collins's experience as CEO of Medtronic gives him a broad perspective on a variety of complex business and financial issues that is valuable in his service on our Board. ▶ Corporate governance: Mr. Collins's experience on the boards of several large public companies has given him significant corporate governance expertise. ▶ Regulated industry expertise: Mr. Collins gained extensive regulated industry expertise through his service as Chairman and CEO of a medical device and technology company.

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Kimberly N. Ellison-Taylor Director since 2021 Committees ▶ Audit ▶ Public Responsibility		Business experience: Ms. Ellison-Taylor, 50, is the Executive Director of Finance Thought Leadership of Oracle Corporation, a Fortune 100 company that provides products and services for enterprise information technology environments. She has served in this position since April 2019. Ms. Ellison-Taylor served as the Global Strategy Leader in the Cloud Business Group of Oracle from September 2018 to March 2019 and as the Global Strategy Director in the Financial Services Industry Group of Oracle from July 2015 until September 2018. From 2016 to 2018, she also served as the chairman of the American Institute of CPAs, the world's largest member association representing the accounting profession. From 2004 to July 2015, she served as the Executive Director and Global Leader for Health, Human and Workforce Industry solutions at Oracle. Prior to joining Oracle in 2004, she held roles at KPMG and served as the Chief Information Technology Officer for Prince George's County Government in Maryland. Skills and qualifications: ▶ Financial reporting and accounting: Ms. Ellison-Taylor's experience as a CPA and former chairman of the American Institute of CPAs provides valuable financial reporting and accounting expertise to our Board. ▶ Technological transformation: Through her current experience at a company providing innovative technology products and services, her past experience as a Chief Information Technology Officer and her current role teaching Emerging Technologies and Innovation at Carnegie Mellon University, Ms. Ellison-Taylor brings to our Board vast expertise of innovative technology that is particularly relevant to our company.
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Kimberly J. Harris Director since 2014 Committees ▶ Chair, Public ResponsibilityGovernance ▶ GovernanceCapital Planning ▶ Executive		Business experience: Ms. Harris, 53,56, is the retired President and Chief Executive Officer of Puget Energy, Inc., an energy services holding company, and its subsidiary Puget Sound Energy, Inc., a utility company providing electric and natural gas service in the northwest United States. She has served in these positions sincefrom March 2011.2011 until her retirement in January 2020. Ms. Harris served as President of Puget Energy and Puget Sound Energy from July 2010 through February 2011 and as Executive Vice President and Chief Resource Officer from May 2007 until July 2010. Ms. Harris served as Senior Vice President Regulatory Policy and Energy Efficiency of these companies from 2005 until May 2007. Other public company directorships: ▶ American Water Works Company, Inc. since 2019 (Executive Development and Compensation, and Safety, Environmental, Technology and Operations Committees) ▶ Puget Energy, Inc. and Puget Sound Energy, Inc. since from 2011 to 2020 Skills and qualifications: ▶ Chief executive experience: Ms. Harris's experience as a current CEO provides valuable leadership perspective to our Board of Directors gained by leading a large company through the currentrecent economic and regulatory environment. ▶ RegulatedOther regulated industry expertise: Ms. Harris's experience as the leader of a company in a heavily regulated industry gives her valuable expertise in managing a complex business in the context of an extensive regulatory regime. ▶ Risk management: As the currentrecently retired President and CEO of a company in a critical infrastructure industry, Ms. Harris brings valuable risk management experience to our Board of Directors.Board.

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Roland A. Hernandez Director since 2012 Committees ▶ Chair, AuditCapital Planning ▶ Public ResponsibilityAudit ▶ Executive		Business experience: Mr. Hernandez, 60,63, is the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since January 2001. Mr. Hernandez served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000 and as President and Chief Executive Officer from 1995 to 2000. Other public company directorships: ▶ MGM Resorts International since 2002 (Lead Director; Compensation(Compensation Committee Chair; Audit and Corporate Social Responsibility Committees) ▶ Fox Corporation since 2019 (Audit Committee Chair; Nominating and Corporate Governance Committee) ▶ Take-Two Interactive Software, Inc. since 2019 (Compensation Committee) ▶ Belmond Ltd. (formerly Orient Express Hotels Ltd.) from 2013 to 2019 ▶ Vail Resorts, Inc. since from 2002 (Lead Director; Nominating and Governance Committee Chair; Executive and Audit Committees) ▶ Belmond Ltd. (formerly Orient Express Hotels Ltd.) since 2013 (Chairman) ▶ Sony Corporation from 2008 to 20132019 Skills and qualifications: ▶ Chief executive experience: As the Founding Principal and CEO of Hernandez Media Ventures and the former Chairman, President and CEO of a television and entertainment company, Mr. Hernandez has gained business expertise that is particularly relevant to a major consumer bank such as U.S. Bank. ▶ Corporate governance: AsThrough his past experience as the Chairman or Lead Director of threeseveral public companies, Mr. Hernandez brings to our Board significant expertise in current corporate governance issues and practices. ▶ Financial reporting and accounting: With his extensive past and current experience on the audit committees of the boards of four public companies, Mr. Hernandez brings broad financial reporting and accounting expertise to our Board.

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Doreen Woo Ho Director since 2012 Committees ▶ Capital Planning ▶ Risk Management		BusinessCustomer experience: Ms. Woo Ho, 70, is a CommissionerMr. Hernandez brings deep expertise of the San Francisco Port Commission, the governing board responsible for the San Francisco, California, waterfront adjacent to San Francisco Bay. She has served on the Port Commission since May 2011 and served as President from 2012 to 2014. Ms. Woo Ho served as President and Chief Executive Officer of United Commercial Bank, a California commercial bank, from September 2009 to November 2009. She served as President of Community Banking at United Commercial from January 2009 to September 2009. Ms. Woo Ho served as Executive Vice President responsible for Enterprise Marketing, Student Loans and Corporate Trust at Wells Fargo & Company, a diversified financial services company, in 2008. She served as President of the Consumer Credit Group of Wells Fargo from 1998 to 2007. Ms. Woo Ho was also a member of the Wells Fargo Management Committee from 1999 to 2008. Prior to joining Wells Fargo, she worked in various credit and lending roles in the Corporate and Consumer Banking groups at Citibank for 25 years. Other directorships: ▶ Hercules Capital, Inc. since 2016 (Nominating Committee Chair; Compensation Committee) Skills and qualifications: ▶ Financial services industry expertise: Ms. Woo Ho's over 35 years of commercial and consumer banking experience brings valuable industry experience and knowledgecustomer expectations to our Board. ▶ Risk management: Through herBoard, gained through his prior experience as the leader of a senior leader in the banking industry, Ms. Woo Ho brings experience identifying, assessing and managing risk exposures of large, complex financial firms.consumer-focused company.
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Olivia F. Kirtley Director since 2006 Lead Director Committees ▶ Chair, Risk Management ▶ Compensation and Human Resources ▶ Governance ▶ Executive		Business experience: Ms. Kirtley, 67,70, a Certified Public Accountant and Chartered Global Management Accountant, has served as a business consultant on strategic, risk and corporate governance issues since 2000. She also served as the President of the International Federation of Accountants ("IFAC"), the global organization for the accountancy profession, which facilitates the establishment of international auditing, ethics and education standards, from 2014 to 2016, and as Deputy President of IFAC from 2012 to 2014. Prior to 2000, she served as a senior manager at a predecessor to auditingaccounting firm Ernst & Young LLP, and as Treasurer, Vice President and Chief Financial Officer at Vermont American Corporation. Other public company directorships: ▶ Res-Care, Inc. since 1998 (Audit Committee Chair; Governance & Nominating Committee) ▶ Papa John's International, Inc. since 2003 (Lead Director; Compensation(Audit Committee) ▶ Randgold Resources Ltd. since from 2017 (Remuneration Committee)to 2019 Skills and qualifications: ▶ Corporate governance: Ms. Kirtley brings to our Board a deep understanding of a wide range of current governance issues gained by her work as a corporate governance consultant and a faculty member of The Conference Board Directors' Institute. ▶ Financial reporting and accounting: Ms. Kirtley's expertise in her field has been recognized in her past service as President of IFAC, as well as her past service as Chair of the American Institute of Certified Public Accountants ("AICPA") and Chair of the AICPA Board of Examiners. ▶ Risk management: Ms. Kirtley gained extensive audit, financial reporting, and risk management experience as the CFO of an international company, and as a CPA at a large international accounting firm.firm and through her service as President of IFAC.

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​ Proposal 1 — Election of directors

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Karen S. Lynch Director since 2015 Committees ▶ Chair, Audit ▶ Public ResponsibilityCompensation and Human Resources ▶ Executive		Business experience: Ms. Lynch, 55,58, is the President and Chief Executive Officer of CVS Health Corporation, a diversified health services and health care company. She has served in this position since February 2021. Ms. Lynch served as Executive Vice President of CVS Health Corporation, and President of its Aetna Business Unit, from November 2018 to February 2021. She served as President of Aetna,  Inc., a diversified health care benefits company. She has served as President since 2014. Shecompany, from 2014 until CVS Health's acquisition of Aetna in November 2018. Ms. Lynch served as Executive Vice President of Aetna's Local and Regional business from 2013 to 2014 and Executive Vice President of Aetna's Specialty Products business from 2012 to 2013. Ms. LynchShe served as President of Magellan Health Services Inc., a health care management company, from 2009 to 2012. Prior to joining Magellan Health, she served in various leadership roles at Cigna Corporation, a global health insurance service company, from 1999 to 2009. Ms. Lynch began her career as a Certified Public Accountant at auditing firm Ernst & Young LLP. Other public company directorships: ▶ CVS Health Corporation since 2021 Skills and qualifications: ▶ Chief executive experience: Ms. Lynch brings valuable leadership expertise as a current CEO of a Fortune 10 company in the health care field during the current pandemic and economic environment. ▶ Financial reporting and accounting: Ms. Lynch's past experience as a CPA and public company auditor provides valuable financial reporting and accounting expertise to our Board. ▶ Financial services industry expertise: Ms. Lynch's over 24 years ofextensive insurance industry experience provides her with valuable financial services industry expertise. ▶ Risk management: Ms. Lynch contributes valuable risk management expertise in the financial services industry through her experience leading a large health care benefits company.
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Richard P. McKenney Director since 2017 Committees ▶ Public ResponsibilityChair, Risk Management ▶ Risk ManagementGovernance ▶ Executive		Business experience: Mr. McKenney, 49,52, is the President and Chief Executive Officer of Unum Group, a workplace financial protection benefits company. He has served as President since April 2015 and as Chief Executive Officer since May 2015. Mr. McKenney served as Executive Vice President and Chief Financial Officer of Unum from 2009 to 2015. Prior to joining Unum in 2009, he served as Executive Vice President and Chief Financial Officer at Sun Life Financial, Inc., an international financial services company, from 2006 to 2009. Other directorships:public company directorships: ▶ Unum Group since 2015 Skills and qualifications: ▶ Chief executive experience: Mr. McKenney's experience as a current CEO provides valuable leadership expertise to our Board gained by leading a large company through the current economic and regulatory environment. ▶ Financial reporting and accounting: Through his past experience as CFO of several companies, Mr. McKenney brings extensive financial reporting and accounting expertise to our Board. ▶ Financial services industry expertise: As the current President and CEO of a financial services company, Mr. McKenney brings to our Board discussions expertise in managing the business environment facing financial services companies. ▶ Risk management: Through his experience as the leader of a financial services company, Mr. McKenney brings experience identifying, assessing and managing risk exposures of large, complex financial firms.

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​ Proposal 1 — Election of directors

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David B. O'MaleyYusuf I. Mehdi Director since 1995 Lead Director2018 Committees ▶ Compensation and Human ResourcesPublic Responsibility ▶ Governance ▶ ExecutiveRisk Management		Business experience: Mr. O'Maley, 71,Mehdi, 54, is the retired Chairman,Corporate Vice President of the Modern Life and Devices Group of Microsoft Corporation, a multinational technology company. The Modern Life and Devices Group operates the Windows, Surface, Office, and Bing businesses of Microsoft. He has served in this position since June 2018. From 2015 to June 2018, he served as Corporate Vice President of the Windows and Devices Group and from 2011 to 2015 as the Corporate Vice President and Chief ExecutiveMarketing and Strategy Officer of Ohio National Mutual Holdings, Inc.the Interactive Entertainment Division, which operated Microsoft's Xbox business. Mr. Mehdi joined Microsoft in 1992 and its subsidiary Ohio National Financialheld various leadership positions within the company prior to being named Senior Vice President of Microsoft's Online Services Inc., an intermediate insurance holding company that markets insurance and financial products through its affiliates, including The Ohio National Life Insurance Company. Mr. O'Maley served as Executive Chairman of these companies from November 2010 to May 2012 after serving as Chairman, President and Chief Executive Officer of Ohio National Mutual Holdings and Ohio National Financial Services from 1994 until November 2010. He joined Ohio NationalDivision in 1992.2001. Skills and qualifications: ▶ Chief executiveCustomer experience: Mr. O'Maley'sMehdi's role driving customer experience as the CEO ofat a large complexmultinational company provides leadershipbrings valuable retail and managementonline business expertise to our Board. ▶ Financial services industry expertise: As the retired Chairman, President and CEO of a large financial services company, Mr. O'Maley brings to our Board discussions expertise in managing regulatory and business challenges facing financial services companies. ▶ Risk management:Technological transformation: Mr. O'Maley bringsMehdi's significant experience in an industry that must adapt in real time to rapid changes in technology and customer expectations is a valuable risk management expertise to our Board through his experience leading a large financial services company.resource in executing U.S. Bancorp's corporate strategy.
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O'dell M. Owens, M.D., M.P.H.John P. Wiehoff Director since 19912020 Committees ▶ Capital PlanningPublic Responsibility ▶ Compensation and Human ResourcesRisk Management		Business experience:Experience: Dr. Owens, 70,Mr. Wiehoff, 59, is the Presidentretired Chairman and Chief Executive Officer of Interact for Health,C.H. Robinson Worldwide, Inc., a regional healthmultimodal transportation services and wellness company, and has served in this role since October 2016.third-party logistics company. He previously served as the Interim Health Commissioner and Medical Director for the Cincinnati Health DepartmentChairman from November 20152006 to October 2016 and as the President of Cincinnati State Technical and Community College, an institution of higher education, from September 2010 until September 2015. Dr. Owens has been a member of the Federal Reserve Bank of Cleveland's Cincinnati Business Advisory Council since 2012.2020. He has also been providing services as an independent consultant in medicine, business, education and work-site employee benefits since 2001 and served as the President and Chairman of the Board for Project GRAD (Graduation Really Achieves Dreams), a national non-profit organization formed to improve inner-city education, from 2001 until 2015. From 2004 to 2010, Dr. Owens also served as Coroner of Hamilton County, Ohio.President from 1999 to 2019 and as Chief Executive Officer from 2002 to 2019. Prior to 1999, Mr. Wiehoff served in various senior leadership roles at C.H. Robinson starting in 1992 and began his career at Andersen Worldwide LLP with several different positions, including audit manager. Other public company directorships: ▶ Donaldson Company, Inc. since 2003 (Audit Committee Chair) ▶ Polaris Industries, Inc. since 2007 (Chairman; Corporate Governance and Nominating Committee Chair; Compensation Committee) ▶ C.H. Robinson Worldwide, Inc. from 2002 to 2020 Skills and qualifications: ▶ CommunityChief executive experience: Mr. Wiehoff's experience as the CEO of a Fortune 500 company gives him valuable leadership and customer experience:business expertise. ▶ Corporate governance: Mr. Wiehoff's experience as the Chairman of a public company and on the governance committee of a different public company provides valuable corporate governance expertise to our Board. ▶ Financial reporting and accounting: Mr. Wiehoff gained broad financial reporting and accounting expertise through his experience as an audit manager for a large accounting firm. ▶ Technological transformation: Through his experience in public service leadership roles and as the President and Chairman of Project GRAD, Dr. Owens bringsleader at a unique perspectivelogistics company, Mr. Wiehoff provides extensive expertise to our Board by combining business expertise and leadership with a strong focus on community service and public policy.in executing strategy around technological transformation.

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​ Proposal 1 — Election of directors

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Craig D. Schnuck Director since 2002 Committees ▶ Governance ▶ Risk Management		Business experience: Mr. Schnuck, 69, is the former Chairman and Chief Executive Officer of Schnuck Markets, Inc., a regional supermarket chain. He was elected President of Schnuck Markets in 1984 and served as Chief Executive Officer from 1989 until January 2006. He also served as Chairman from January 1991 until December 2006. Mr. Schnuck continued to be active in the Schnuck Markets business as Chair of its Executive Committee from 2007 until 2014 and was named Chairman Emeritus in 2014. Skills and qualifications: ▶ Chief executive experience: Mr. Schnuck brings to our company substantial leadership experience gained as the long-serving Chairman, CEO and Chair of the Executive Committee of a large, regional food retailer. ▶ Community and customer experience: In addition to leading a large consumer goods business, Mr. Schnuck also served for nine years on the board of governors of the Uniform Code Council, the agency that oversees his industry's most fundamental technologies, serving as Chairman for two terms. This work has given him additional insight into technological innovation in retail business, which is an important focus in various U.S. Bancorp business lines.
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Scott W. Wine Director since 2014 Committees ▶ AuditChair, Compensation and Human Resources ▶ Compensation and Human ResourcesAudit ▶ Executive		Business experience: Mr. Wine, 50,53, is the Chief Executive Officer of CNH Industrial N.V., a global leader in capital goods including agricultural and construction equipment, trucks, and commercial vehicles. He has served in this position since January 2021. Prior to joining CNH Industrial, he served as the Chairman and Chief Executive Officer of Polaris Industries Inc., a worldwide manufacturer and marketer of innovative high-performance motorized products. He has served as Chairman sincefrom 2013 to 2021, and Chief Executive Officer since 2008. Mr. Wine served as President of Fire Safety Americas, a division of United Technologies Corporation, from 20072008 to 2008. Prior to that time, Mr. Wine held various senior leadership positions at Danaher Corporation and Honeywell International, Inc. from 1996 to 2007.2021. Other public company directorships: ▶ CNH Industrial N.V. since 2021 ▶ Polaris Industries Inc. since from 2008 (Technology Committee)to 2020 ▶ Terex Corporation since from 2011 (Compensation and Governance and Nominating Committees)to 2020 Skills and qualifications: ▶ Chief executive experience: Mr. Wine's experience as the CEO of a large international manufacturing company gives him broad and valuable experience in a business focused on growing operations within domestic and overseas markets. ▶ Community and customerCorporate governance: Through his prior experience as the Chairman of a public company, Mr. Wine provides corporate governance expertise to our Board. ▶ Customer experience: Mr. Wine contributes to our Board a current perspective on retail business gained from his leadership of a consumer-focused company.

		FOR

The Board of Directors recommends a vote "FOR" election of the 1413 director nominees to serve until the next annual meeting and the election of their successors.

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​ Corporate governance

Corporate governance


Our Board of Directors and management are dedicated to exemplary corporate governance. Good corporate governance is vital to our continued success. Our Board of Directors has adopted Corporate Governance Guidelines to provide a corporate governance framework for our directors and management to effectively pursue our objectives for the benefit of our shareholders. The Board reviews and updates these guidelines and the charters of the Board committees at least annually in response to evolving best practices and the results of annual Board and committee evaluations.

Our Corporate Governance Guidelines as well as our Code of Ethics and Business Conduct, can be found at www.usbank.com by clicking on "About Us" and thenus", "Investor Relations" and thenrelations", "Corporate Governance" and then as applicable, "Corporate Governance Guidelines" or "Code of Ethics."Governance documents."

Director independence

Our Board of Directors has determined that each of the following directors, comprising all of our current non-employee directors, has no material relationship with U.S. Bancorp and is independent: Douglas M. Baker, Jr., Warner L. Baxter, Dorothy J. Bridges, Elizabeth L. Buse, Marc N. Casper, Arthur D. Collins, Jr.,Kimberly N. Ellison-Taylor, Kimberly J. Harris, Roland A. Hernandez, Doreen Woo Ho, Olivia F. Kirtley, Karen S. Lynch, David B. O'Maley, Richard P. McKenney, O'dell M. Owens, M.D., M.P.H., Craig D. SchnuckYusuf I. Mehdi, John P. Wiehoff and Scott W. Wine. Andrew Cecere is not independent because he is currently an executive officer of U.S. Bancorp,Bancorp. The Board had determined that each of Arthur D. Collins, Jr., Doreen Woo Ho, David B. O'Maley, O'dell M. Owens, M.D., M.P.H and Richard K. Davis is notCraig D. Schnuck was an independent because he is a current employee and a former executive officer of U.S. Bancorp.director prior to their retirement from the Board in April 2020.

Our Board has adopted a set of standards in our Corporate Governance Guidelines to assist it in assessing the independence of each of our non-employee directors. A director of U.S. Bancorp who meets the independence qualifications of the New York Stock Exchange (the "NYSE") listing standards may be deemed "independent" by the Board of Directors after consideration of the relationships between U.S. Bancorp or any of ourits affiliates and the director or any of his or her immediate family members or other related parties. Our Board deems the following relationships to be categorically immaterial such that they will not, by themselves, affect an independence determination:

▶

​a relationship between our company and an organization of which the director or a member of his or her immediate family is an executive officer if that role does not constitute that person's principal occupation;



▶

​an ordinary banking relationship for services readily available from other large financial institutions;



▶

​employment by our company of a member of the director's immediate family if that person's annual compensation does not exceed $120,000; and



▶

​a relationship between our company and an organization with which the director or a member of his or her immediate family is affiliated if (a) the relationship arises in the ordinary course of both parties' operations and (b) the aggregate annual amount involved does not exceed $120,000.

The only relationshiprelationships between U.S. Bancorp and our directors or the directors' related interests that waswere considered by the Board when assessing the independence of our non-employee directors isare the relationshiprelationships between U.S. Bancorp and each of Microsoft Corporation, a corporation with which our director Yusuf I. Mehdi is affiliated, Oracle Corporation, a corporation with which our director Kimberly N. Ellison-Taylor is affiliated, and Schnuck Markets, Inc., a corporation with which our director Craig D. Schnuck, a former director who retired in April 2020, is affiliated.

The Board determined that this relationship,these relationships, which isare described later in this proxy statement under the heading "Certain Relationships and Related Transactions — Related Person Transactions," do not or did not impair Mr. Mehdi's, Ms. Ellison-Taylor's or Mr. Schnuck's independence becauseindependence. This determination was based on the Board's conclusion that the amounts involved in transactions between U.S. Bancorp and Microsoft, Oracle or Schnuck Markets, as the case may be, are immaterial to Microsoft's, Oracle's and Schnuck Markets' gross revenues, respectively, and that the relationshiprelationships had no unique characteristics that could influence Mr. Mehdi's, Ms. Ellison-Taylor's or Mr. Schnuck's impartial judgment as a director of U.S. Bancorp.

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​ Corporate governance

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Board meetings and committees

The Board of Directors conducts its business through meetings of the Board and the following standing committees: Audit, Capital Planning, Compensation and Human Resources, Governance, Public Responsibility, Risk Management, and Executive. The standing committees report on their deliberations and actions at each full Board meeting. Each of the standing committees has the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist the committee in its work. Each of the standing committees has adopted and operates under a written charter. These charters can be found on our website at www.usbank.com by clicking on "About Us" and then "Investor Relations" and then "Corporate Governance" and then "Board Committees."

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​ Corporate governance

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The independent directors meet in executive session (without the CEO or any other member of management present) at the end of each regularly scheduled Board meeting and may also meet in executive session at any other time. The Lead Director presides over these executive sessions. See "Board Leadership Structure." During each committee meeting, the committees have the opportunity to hold executive sessions without members of management present.

The Board of Directors held eighteleven meetings during 2017.2020. Each director attended at least 75% of the total meetings of the Board and Board committees on which he or she served during the year. The average attendance rate of all directors at Board and Board committee meetings in 20172020 was 99%.

Directors are expected to attend all meetings of shareholders. All directors serving at the time attended the 2020 annual meeting.

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​ Corporate governance

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Board performance evaluations

Our Governance Committee conducts an annual assessment of the Board's performance to determine whether the Board, its committees and its members are functioning effectively and to identify areas for growth and improvement. The annual process is as follows:



Based on director feedback received over the last several years through this annual evaluation process and through less formal channels, including feedback provided by directors at meetings, management has adjusted the content and style of its written materials and oral presentations for committee meetings. In addition, the Governance Committee has received information about the skills and qualifications that directors would like future Board or committee members to have. Director feedback has also led to discussion of how to appropriately balance oversight responsibility for critical matters affecting our company among the Board and its committees, and how committee action is most effectively communicated to the full Board.

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​ Corporate governance

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Director education

We believe that itIt is of utmost importance thatimportant for our directors to continually receive additional information and training about issues that are criticalwill help them to exercising prudent oversight ofeffectively oversee the management of our company. We have implemented a robust director education program that begins with in-depth training covering our industry financial reporting, and each of our lines of business, and that continues with special education sessions throughout the year that highlight current business, industry, regulatory and governance topics presented by internal and external experts. Directors are encouraged to attend continuing training sessions offered by outside providers on topics related to general corporate governance as well as specialized areas in risk management, audit, compensation and other matters, at the company's expense.

Shareholder engagement

We value the views of our investors and welcome feedback from them. Our standard engagement practice is to haveinitiate conversations about corporate governance and executive compensation matters with our largest investors each fall. We expanded our efforts in 2017 by conducting two shareholder outreach campaigns:In the fall of 2020, we reached out to our top 50 shareholders in the springand invited them to invite a conversation beforetalk to us about corporate governance, our annual meeting,COVD-19 response, executive compensation and we reached outdisclosure matters, and any other topics they wish to our top 50discuss. We also consider requests for engagement from shareholders again in the fall. The investors we invited to speak with us hold more than 50%outside of our outstanding shares, and those that accepted our invitation to speak in the spring and/or the fall hold approximately 30% of our outstanding shares.outreach effort.

All of the meetings were held telephonically. The meetings were attended by members of management from the following functions: executive compensation, investor relations, and the Corporate Secretary's office. During the spring outreach campaign, one shareholder requested inclusion of the Lead Director on the call, and Mr. O'Maley participated. We proactively offered participation by an independent director to our top ten shareholders for our fall outreach campaign, and one such shareholder accepted that offer and spoke with Mr. O'Maley alongside management; no other requests for participation by a director were made in the fall.

The primary topic of conversation for both the spring and fall conversations was our executive compensation program. In the spring, we asked shareholders about concerns they might have when considering their Say on Pay vote and provided information in response to their questions. Feedback was shared with our Compensation and Human Resources Committee. Our shareholder conversations in the fall focused on the changes we were planning to make to the program for 2018. The Compensation and Human Resources Committee was updated on messages from our shareholders in the fall, including their responses to the planned changes. Please see the Compensation Discussion and Analysis starting on page 32 for more information about the compensation messages we received from our shareholders and the program changes we have made in response.

The conversations we had with shareholders in 2017 also covered the topics of board composition, board leadership, corporate financial performance, and corporate social responsibility. Management sharedshares the feedback received on these topicsfrom shareholders with the Governance Committee, as it was received.and feedback that relates to matters that are specifically overseen by a different Board committee are also provided to those committees. The committees take the views expressed by our shareholders into consideration when making decisions. Management also considers shareholder feedback about disclosure practices when preparing our company's public filings.

Conduct

We are deeply committed to maintaining the highest standards of ethical conduct that reflect our purpose and core values. In recognition of that commitment, we were named one of the World's Most Ethical Companies® in 2021 by the Ethisphere Institute.

Our Code of Ethics and Business Conduct, which is available on our website at usbank.com by clicking on "About us", "Investor relations", "Corporate Governance" and then "Governance documents", outlines the responsibilities of every employee and director to our customers, our shareholders, our community and each other.

Committee member qualifications

All of the Audit Committee members meet the independence and experience requirements of the NYSE and the Securities and Exchange Commission (the "SEC"). As part of those requirements, our Board of Directors has determined that each member of the Audit Committee is independent and financially literate. The Audit Committee charter generally prohibits Audit Committee members from serving on more than two other public company audit committees. Currently, no Audit Committee member exceeds this limitation.

All of the Governance Committee members and Compensation and Human Resources Committee members also meet the independence requirements of the NYSE, including, with respect to the Compensation and Human Resources Committee members, the NYSE's independence requirements specific to members of compensation committees.

The Audit Committee charter generally prohibits Audit Committee members from serving on more than two other public company audit committees. Currently, no Audit Committee member exceeds this limitation. At all times, one or more members of our Audit Committee possess the education or experience required to qualify as an "audit committee financial expert" as defined by the SEC, and one or more members of our Risk Management Committee have experience identifying, assessing and managing the risk exposures of large, complex financial firms, in accordance with rules promulgated by the Federal Reserve Board.

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​ Corporate governance

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Committee responsibilities

The charter of each of our standing committees fully describes that committee's responsibilities. These charters can be found on our website at www.usbank.com by clicking on "About us", "Investor relations", "Corporate Governance" and then "Board committees." The following summary highlights the committees' key areas of oversight.

Committee		Primary responsibilities and membership
Audit Held 13 meetings during 20172020		▶ Assisting the Board of Directors in overseeing the quality and integrity of our financial statements and the adequacy and reliability of disclosures to shareholders and bank regulatory agencies, including matters related to accounting, financial reporting and internal controls; our compliance with legal and regulatory requirements; and the qualifications, performance and independence of our independent external auditor; and the integrity of the financial reporting processes, both internal and external; ▶ appointing, compensating, retaining and overseeing the work of the independent auditor; ▶ reviewing the effectiveness of systems that implement theour company's ethics guidelines; and ▶ overseeing the internal audit function and approving the appointment, evaluation and compensation of the Chief Audit Executive.
		Current members: Roland A. HernandezKaren S. Lynch (Chair), Warner L. Baxter, Karen S. LynchElizabeth L. Buse, Kimberly N. Ellison-Taylor, Roland A. Hernandez and Scott W. Wine
		Audit committee financial experts: Roland A. Hernandez,Karen S. Lynch, Warner L. Baxter, Karen S. LynchKimberly N. Ellison-Taylor, Roland A. Hernandez and Scott W. Wine
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Capital Planning Held 86 meetings during 20172020		▶ Overseeing the capital planning and capital management processes and actions, including stress testing processes, scenarios and results; ▶ reviewing and approving the Comprehensive Capital Analysis and Review and recommending approval to the Board of Directors; ▶ monitoring our company's capital adequacy; ▶ reviewingoverseeing, approving and, approvingif triggered, directing the execution of our company's resolution and recovery plans and recommending approval of the plans to the Board of Directors; and ▶ reviewing and approving the issuance or repurchase of equity or debt securities and other significant financial transactions and equity investments.related to our company's capital management strategy.
		Current members: WarnerRoland A. Hernandez (Chair), Elizabeth L. Baxter (Chair), Marc N. Casper,Buse, Andrew Cecere Richard K. Davis, Doreen Woo Ho and O'dell M. Owens, M.D., M.P.H.Kimberly J. Harris
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Compensation and Human Resources Held 76 meetings during 20172020		▶ Discharging the Board's responsibilities relating to our compensation programs and employee benefit plans, including reviewing and approving our executive officers' compensation; ▶ overseeing our human capital strategy and talent management program, including recruitment, evaluations and development activities; ▶ overseeing and reviewing the compensationresults of our executive officers;employee diversity, equity and inclusion initiatives; ▶ recommending to the Board for approval executive officer incentive compensation plans and all equity-based incentive plans; ▶ approving other compensation plans, practices and programs applicable to the company's executive officers, including performance goals and objectives; ▶ recommending to the independent directors for approval the compensation program for our non-employee directors; ▶ evaluating and discussing with the appropriate officers of our company the incentives for risk taking contained in our incentive compensation plans and programs;programs and satisfying itself that they are consistent with the safety and soundness of our company and with applicable law, regulation and guidance; and ▶ evaluating the CEO's performance in light of approved goals and objectives and overseeing succession planning for executive officers other than our CEO.
		Current members: Arthur D. Collins, Jr.Scott W. Wine (Chair), Warner L. Baxter, Olivia F. Kirtley David B. O'Maley, O'dell M. Owens, M.D., M.P.H., and Scott W. WineKaren S. Lynch

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Committee		Primary responsibilities and membership
Governance Held 65 meetings during 20172020		▶ Evaluating and making recommendations to the Board with respect to the size, composition and leadership of the Board and its committees; ▶ Discharging the Board's responsibilities relating to corporate governance matters, including developing and recommending to the Board a set of corporate governance guidelines; ▶ overseeing succession planning for our CEO; ▶ evaluating and making recommendations to the Board with respect to the size, composition and leadership of the Board and its committees, including identifying and recommending to the Board individuals qualified to become directors; ▶ overseeing succession planning for our CEO; ▶ evaluating related person transactions; ▶ conducting an annual performance evaluation of the Board, its committees and its members; ▶ overseeing our engagement with and disclosure to shareholders and other interested parties concerning corporate governance, environmental and relatedsocial matters; and ▶ making recommendations to the Board regarding any shareholder proposals.
		Current members: Douglas M. Baker, Jr. (Chair), Arthur D. Collins, Jr., Kimberly J. Harris David B. O'Maley and Craig D. Schnuck(Chair), Marc N. Casper, Olivia F. Kirtley, Richard P. McKenney
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Public Responsibility Held 43 meetings during 20172020		▶ Overseeing our management of reputation risk and reviewing our company's reputation, culture and brand management activities; ▶ reviewing and considering our position and practices on matters of public interest and public responsibility and similar social issues involving our relationship with the community at large; ▶ reviewing our community reinvestment and fair and responsible banking activities related to corporate culture, including diversity and inclusion initiatives and workplace dimensions such as employee engagement;performance; ▶ reviewing public policy matters that impact our activities,company's business activity, financial performance or reputation; ▶ reviewing policies and compliance with the Community Reinvestment Act and fair lending regulations; andprocedures for corporate political contributions; ▶ overseeing our policies and programs related to other corporate social responsibility matters, including environmental sustainability.sustainability; and ▶ reviewing our diversity, equity and inclusion strategy and progress against goals.
		Current members: Kimberly J. Harris (Chair), Marc N. Casper Roland A. Hernandez, Karen S. Lynch(Chair), Dorothy J. Bridges, Kimberly N. Ellison-Taylor, Yusuf I. Mehdi and RichardJohn P. McKenneyWiehoff
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Risk Management Held 67 meetings during 20172020		▶ Overseeing our overall risk management function, which governs the management of credit, interest rate, liquidity, market, capital, operational, compliance (including BSA/AML), strategic and strategic risk;reputation risk, as well as other risks faced by our company, including cybersecurity; ▶ reviewing and approving our company's risk management frameworkRisk Management Framework and risk appetite statement;Risk Appetite Statement; ▶ monitoring our company's risk profile relative to its risk appetite;appetite and compliance with risk limits; and ▶ reviewing and evaluating significant capital expenditures and potential mergers and acquisitions.
		Current members: Olivia F. Kirtley (Chair), Douglas M. Baker, Jr., Andrew Cecere, Richard K. Davis, Doreen Woo Ho., Richard P. McKenney (Chair), Dorothy J. Bridges, Andrew Cecere, Yusuf I. Mehdi and Craig D. SchnuckJohn P. Wiehoff
​	​	​
Executive No meetings were necessary in 2017Held 1 meeting during 2020		▶ The Executive Committee has authority to exercise all powers of the Board of Directors, as permitted by law and our bylaws, between regularly scheduled Board meetings.   Current members: Richard K. DavisAndrew Cecere (Chair), Douglas M. Baker, Jr., Warner L. Baxter, Arthur D. Collins, Jr.,Marc N. Casper, Kimberly J. Harris, Roland A. Hernandez, Olivia F. Kirtley, Karen S. Lynch, Richard P. McKenney and David B. O'MaleyScott W. Wine

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Risk oversight by the Board of Directors

Board-level oversight of risk management structure


As part of its responsibility to oversee the management, business and strategy of our company, the Board of Directors has approved a risk management frameworkRisk Management Framework that establishes governance and risk management requirements for all risk-taking activities. This framework includes company-level and business unit risk appetite statementsRisk Appetite Statements that set boundaries for the types and amount of risk that may be undertaken in pursuing business objectives and initiatives.

The Board of Directors oversees management's performance relative to the risk management framework, risk appetite statements,Risk Management Framework, Risk Appetite Statements, and other policy requirements. While management is responsible for defining the various risks facing our company, formulating risk management policies and procedures, and managing risk exposures on a day-to-day basis, ourthe Board's responsibility is to oversee our company's risk management processes by informing itself concerningabout our material risks and evaluating whether management has reasonable risk management and control processes in place to address those material risks.

The Board's risk oversight responsibility is primarily carried out through its standing committees, as follows:



In addition, the Board has created a special committee dedicated to overseeing the company's work to enhance its Bank Secrecy Act/anti-money laundering compliance program.

The Risk Management, Audit, and Capital Planning Committees meet annually in joint session to give each committee the opportunity to review the risk areas primarily overseen by the other.other, and all Board members attend this meeting to benefit from the discussion. Finally, at each meeting of the full Board of Directors, each committee gives a detailed reviewreport of the matters it discussed and conclusions it reached during its recent meetings.

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Focus on cybersecurity risk


The Board is very focused on the risks that cybersecurity threats pose to our company as a major financial services institution. The Board has established a comprehensive oversight framework to address those increasing risks:

​

▶

​a Cybersecurity Oversight Subcommittee of the Risk Management Committee was formed in January 2019 to provide dedicated oversight of the following matters:



–

​our program and practices for identifying cybersecurity risks;



–

​our controls to prevent, detect and respond to cyber attacks, cyber incidents or information or data breaches;



–

​our cyber resiliency, including cybersecurity risk preparedness, incident response plans, and business continuity and disaster recovery capabilities; and



–

​our investments in cybersecurity infrastructure;

​

▶

​the Risk Management Committee receives regular reports from management on cybersecurity issues and maintains primary oversight of risks arising from the related areas of data privacy and information security;

​

▶

​the annual joint session of the Risk Management, Audit, and Capital Planning Committees includes a report from our company's Chief Information Security Officer on the cybersecurity threats facing our company and our company's preparedness to meet and respond to those threats; and

​

▶

​the full Board typically holds an annual cybersecurity educational session, which features the perspective of an outside expert on a current cybersecurity topic, complemented by special presentations from our company's information security and risk management functions.

The COVID-19 pandemic


The COVID-19 pandemic is profoundly affecting our customers, our employees and the communities we serve. At the onset of the pandemic we activated our crisis management plans, which are tested annually under the oversight of the Board. The Board was highly engaged in overseeing management's pandemic response, and increased its communications and interactions with management as the crisis developed and as the company adjusted its operations to provide critical financial support, through both private and government programs, to our communities.

As the crisis continues to evolve, our customers rely on us to provide essential financial services and our employees rely on us to provide a safe working environment. The Board has continued to actively monitor management's response to this crisis, which has included:

▶

​the creation of a centralized task force to assess, respond, manage and communicate throughout the crisis;



▶

​use of our business continuity plans which are engaged fully and have been effective in keeping employees safe while serving the needs of our customers;



▶

​reviewing emergency succession plans in place for key leadership roles;



▶

​moving non-office critical employees (approximately 75% of our workforce) to work from home or remote locations;



▶

​temporarily increasing the hourly wage for front-line employees at the beginning of the pandemic and enhancing employee benefits; and



▶

​implementing more rigorous cleaning processes and safety measures in branches and office locations.

Management and the Board of Directors will continue to actively oversee our response and the risks related to the COVID-19 pandemic.

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Management-level risk structure underlying Board oversight


Each Board committee carries out its risk management responsibilities using reports from management containing information relevant to the risk areas under that committee's oversight. The committees must therefore be confident that an appropriate risk

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monitoring structure is in place at the management level in order to be provided accurate and useful informational reports. The management-level risk oversight structure is robust. Our company relies on comprehensive risk management processes to identify, aggregate and measure, manage, and monitor risks. This system enables the Board of Directors to establish a mutual understanding with management of the effectiveness of our company's risk management practices and capabilities, to review our company's risk exposure and to elevate certain key risks for discussion at the Board level. A framework exists to account for the introduction of emerging risks or any increase in risks routinely taken, which would either be largely controlled by the risk limits in place or identified through the frequent risk reporting that occurs throughout our company.

TheExecutive Risk Committee, which is chaired by the company'sour Chief Risk Officer and which includes the CEO and other members of the executive management team, oversees execution against the risk management frameworkRisk Management Framework and risk appetite statement.company-level Risk Appetite Statement. The Executive Risk Committee meets monthly, and more frequently when circumstances merit, to provide executive management oversight of our risk management framework,Risk Management Framework, assess appropriate levels of risk exposure and actions that may be required for identified risks to be adequately mitigated, promote effective management of all risk categories, and foster the establishment and maintenance of an effective risk culture. The Executive Risk Committee members manage large, sophisticated groups within our company that are dedicated to controlling and monitoring risk to the levels deemed appropriate by the Board of Directors and executive management. These individuals, together with our company's controller, treasurerController, Treasurer and others, also provide the Board's committees with the information the committees need and request in order to carry out their oversight responsibilities.

The Executive Risk Committee focuses on current and emerging risks, including strategic and reputational risks, directing timely and comprehensive actions. The following senior operating committees have also been established to support the work of the Executive Risk Committee, each responsible for overseeing a specified category of risk:

▶

​theAsset and Liability Management Committee ensures that the policies, guidelines and practices established to manage our financial risks, includingfunding and investment activities, interest rate risk, market risk, and liquidity risk operations risk and capital adequacy, are followed;



▶

​theCapital Management Operating Committee provides oversight of the company'sour programs related to stress testing, capital planning and capital adequacy, and resolution and recovery, as well as oversight of the company'sour compliance with capital regulation;



▶

​theCompliance Risk Management Committee provides direction regarding the management of compliance risk to theour company's business lines and risk management programs and shares institutional knowledge regarding compliance risk management and mitigation across theour company;



▶

​theConduct Risk Committee oversees risks resulting from employee behaviors or business practices that conflict with our company's values, cultural standards, policies or procedures, including ethics complaints, employee misconduct, internal fraud, and sales practices conduct;



▶

​the Disclosure Committee assists the CEO and the CFO in fulfilling their responsibilities for oversight of the accuracy and timeliness of the disclosures made by theour company;



▶

​theEnterprise Financial Crimes Compliance Operating Committee is responsible for the management and implementation of theour company's program on enterprise financial crimes program across business lines to ensure a consistent control infrastructure and culture of compliance throughout theour company;



▶

​theEnterprise IT Governance Committee oversees the distributed enterprise information technology environment and ensures that delivery of the company's information technology services including information security and business continuity, areis aligned with the company'sour priorities and risk appetite;



▶

​theExecutive Credit Management Group Committee ensures that products that have credit risk are supported by sound credit practices; reviews asset quality, trends, portfolio performance statistics and loss forecasts; and reviews and adjusts credit policies accordingly;



▶

​theIncentive Review Committee reviews and evaluates all of our company's incentive compensation programs and policies for risk sensitivity and mitigation;



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▶

​theInternational Risk Oversight Committee is responsible for overseeing the company's foreign operations and cross-border activity;



▶

​theMergers &and Acquisitions Committee is responsible for the consideration and approval of all mergers, acquisitions and divestitures of theby our company;



▶

​theOperational Risk Committee provides direction and oversight of theour company's operational risk management framework and corporate control programs, including cybersecurity and other significant operational risk events;events, and mitigation strategies;



▶

​theReputation Risk OperatingOversight Committee is dedicated to the oversight of risk associated with activities and issues that may negatively impact the reputation of theour company;

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​theSales Practices Oversight Committee oversees and provides direction regarding a coordinated and unified approach to risks associated with sales practices and services at the company;



▶

​theStrategic Investment Committee is responsible for theour company's strategic investments, including capital expenditures, corporate real estate commitments and theother multi-year contractual commitments, as well as our company's organic growth initiatives; and



▶

​theTrust Management Committee overseesprovides oversight of the fiduciary activities of the Wealth Management and Investment Services business line.several of our subsidiaries.

The company'sOur Board and management-level committees are supported by a "three lines of defense" model for establishing effective checks and balances. The first line of defense, primarily the revenue-generating business lines, manages risks in conformity with established limits and policy requirements. In turn, business leaders and their risk officers establish programs to ensure conformity with these limits and policy requirements. The second line of defense, primarily the Chief Risk Officer's organization, but also including the policy and oversight activities of corporate support functions, translates risk appetite and strategy into actionable risk limits and policies. The second line of defense monitors the first line of defense's compliance with limits and policies, and provides reporting and escalation of emerging risks and other concerns to senior management and the Risk Management Committee of the Board of Directors. The third line of defense, internal audit, is responsible for providing the Audit Committee and senior management with independent assessment and assurance regarding the effectiveness of theour company's governance, risk management and control processes.

Board leadership structure

Board leadership policies and practices


Our Board believes that a strong, independent Board of Directors is critical to effective oversight of management. The Board regularly and carefully considers the critical issue of the best independent leadership structure for the Board, and maintains a flexible policy regarding the issue of whether the position of Chairman should be held by an independent director. At least annually, the Board reviews the Board's and company's needs and the leadership attributes of its directors and executives to determine whether our company is best served at that particular time by having the CEO or another director hold the position of Chairman.

In order to ensureprovide strong independent Board leadership, the independent directors elect a Lead Director with the substantial leadership responsibilities detailed below when the position of Chairman is not held by an independent director. The Lead Director is elected annually upon the recommendation of the Governance Committee, with the expectation that he or she will generally serve three, and may serve up to five, consecutive terms.

In addition to strong independent leadership of the full Board, each of the Audit Committee, Governance Committee, and Compensation and Human Resources Committee is composed solely of independent directors. This means that independentIndependent directors, therefore, oversee critical, risk-sensitive matters such as the quality and integrity of our financial statements; the compensation of our executive officers, including the CEO; the nomination of directors; and the evaluation of the Board, its committees, and its members. Each of the Capital Planning Committee, Risk Management Committee and Public Responsibilityremaining committees, aside from the Executive Committee, is chaired by an independent director. EachThe full Board and each of the standingits committees as well as the full Board, meet in executive session on a regular basis.

Leadership decisions in 2018Current leadership structure


Richard K. Davis has served as the Chairman of our Board since December 2007. For most of that time he was also our CEO, and since stepping down from the CEO position in April 2017, he has continued his Board leadership role as Executive Chairman. On the date of this year's annual meeting, Mr. Davis will retire from the Board and Andrew Cecere, our current President and Chief Executive Officer, and a memberbecame Chairman of the Board will become Chairmanon the date of the Board. David B. O'Maley will continue serving2018 annual meeting. Olivia F. Kirtley has served as the Board's independent Lead Director a position he has held since January 2017.

The independent directors, led by the Governance Committee, thoughtfully explored the question of what leadership structure would be most appropriate for the Board and the company upon Mr. Davis's retirement. They considered the challenges and opportunities facing the company at this time, the viewpoints of various stakeholders, and prevalent leadership practices and trends within the financial services industry and among large corporations more generally. The independent directors concluded that Mr. Cecere's leadership of the Board will provide valuable continuity of governance and that he is best suited to contribute to long-term shareholder value through this role.our 2020 annual meeting.

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More information about the Chairman and Lead Director roles and the leaders who currently are, or shortly will be, in those positions follows.

Chairman


The independent directors believe that Mr. Cecere our President and Chief Executive Officer,is the member of the Board best suited to contribute to long-term shareholder value by serving as Chairman, because he has the knowledge, expertise and experience to understand and clearly articulate to the Board the opportunities and risks facing U.S. Bancorpour company and to lead discussions on important matters affecting our business.

Role of Chairman


When the Chairman is also the CEO, that person's primary responsibilities as Chairman are as follows:

​

▶

​set Board meeting agendas in collaboration with the Lead Director, who has final approval authority;authority over them;

​

▶

​preside at Board meetings, guiding discussion and ensuring that decisions are made;

​

▶

​ensure that the Board is provided with full information on theour company and its industry;

​

▶

​set shareholder meeting agendas, subject to approval by the Board, and preside at meetings of the shareholders; and

​

▶

​chair the Board's Executive Committee.

Lead Director


Mr. O'MaleyMs. Kirtley brings a wealth of business and board leadership experience in the financial services industry and on our Board to hisher role as Lead Director.Director of our Board. As the former Chairmana corporate governance consultant and CEOfaculty member of The Conference Board Directors' Institute, she has a large financial services company, Mr. O'Maley contributes substantial financial industry and risk management expertise to the Board. Heparticular strength in understanding current corporate governance issues. She has served as Chair of the CompensationAudit and Human Resources Committee,Risk Management Committees, and she is currently a member of the Compensation and Human Resources, Governance and Governance Committees, as well as the Executive Committee.Committees.

Role of Lead Director


The independent directors entrust the Lead Director with the following responsibilities and authority:

​

▶

​lead executive sessions of the Board's independent or non-management directors, and preside at any session of the Board where the Chairman is not present;

​

▶

​act as a regular communication channel between the independent directors and the CEO;

​

▶

​approve the Board meeting agendas;

​

▶

​approve Board meeting schedules to ensure there is sufficient time for discussion of all agenda items;

​

▶

​approve information sent from management to the Board;

​

▶

​as appropriate, be the representative of the independent directors in discussions with our major shareholders regarding their concerns and expectations;

​

▶

​as appropriate, call special Board meetings or special meetings of the independent directors;

​

▶

​approve, on behalf of the Board, the retention of consultants who report directly to the Board;

​

▶

​assist the Board and company officers in assuring compliance with and implementation of our Corporate Governance Guidelines;

​

▶

​advise the independent Board committee chairs in fulfilling their designated roles and responsibilities to the Board;

​

▶

​review shareholder communications addressed to the full Board or to the Lead Director;

​

▶

​interview all Board candidates and make recommendations to the Governance Committee and the Board; and

​

▶

​communicate, as appropriate, with the company'sour regulators.

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Majority vote standard for election of directors

Our bylaws provide that in uncontested elections, a nominee for director will be elected to the Board if the number of votes cast "FOR" the nominee's election exceeds the number of votes cast "AGAINST" that nominee's election. The voting standard for directors in a contested election is a plurality of the votes cast at the meeting.

Our Corporate Governance Guidelines provide that director nominees must submit a contingent resignation in writing to the Governance Committee, which becomes effective if the director fails to receive a sufficient number of votes for re-election at the annual meeting of shareholders and the Board accepts the resignation. The Board will nominate for election or re-election as director only candidates who have tendered such a contingent resignation.

Our Corporate Governance Guidelines further provide that if an incumbent director fails to receive the required vote for re-election, our Governance Committee will act within 90 days after certification of the shareholder vote to determine whether to accept the director's resignation, and will submit a recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation.

If each member of the Governance Committee fails to receive the required vote in favor of his or her election in the same election, then those independent directors who did receive the required vote will appoint a committee amongst themselves to consider the resignations and recommend to the Board whether to accept them. However, if the only directors who received the required vote in the same election constitute three or fewer directors, all directors may participate in the decision regarding whether to accept the resignations.

Each director nominee named in this proxy statement has tendered an irrevocable, contingent resignation as a director in accordance with our Corporate Governance Guidelines, which resignation will become effective if he or she fails to receive the required vote for election at the annual meeting and the Board accepts his or her resignation.

Succession planning and management development

A primary responsibility of the Board is planning for CEO succession, with respect to our company's CEO, as well as overseeing succession planning for other senior management positions. The Board's process targets the building of enhanced management depth and skills, considers continuity and stability within our company, and responds to our company's evolving needs and changing circumstances. To achieve these goals, the executive talent development and succession planning process is integrated into the Board's annual activities.

The Board works with the Governance Committee to evaluate a number of potential internal and external candidates as successors to the CEO, and considers emergency, temporary scenarios as well as long-term succession. The Compensation and Human Resources Committee is responsible for reviewing succession planning for executive officer positions other than the CEO. The CEO makes available to the Board his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for those individuals.

Corporate social responsibility

Key corporate social responsibility initiatives include The Compensation and Human Resources Committee is responsible for reviewing succession planning for executive officer positions other than the following:

▶

​Corporate giving: We add strength and vitality to our communities through our Community Possible platform focused on closing the gaps between people and possibility. In 2017, we provided over $58.4 million in U.S. Bank Foundation grants and corporate contributions to nonprofit organizations across the country.



▶

​Community engagement: In 2017, we created a national Community Advisory Committee. The committee creates a forum and ideas exchange between bank and community leaders that will help us further our commitment to understanding the needs of the communities we serve.



▶

​Diversity and inclusion: Embracing diversity and fostering inclusion are business imperatives. Diverse perspectives define our company, culture and customer service. We are committed to treating all employees,

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customers, vendors and community members with respect. Over 60% of our workforce is women, and we employed more than 1,700 military veterans in 2017. In the past year, we also kicked off an extensive multicultural marketing campaign, increased our spending with diverse suppliers, built strong community partnerships and signed the CEO Pledge with other Fortune 500 companies to promote diversity and inclusion across industries. Additionally, U.S. Bank Business Resource Groups, which work to bring together employees who have similar backgrounds, experiences, or interests and their allies, play a critical role in engaging employees and driving business growth. Our current Business Resource Groups include: Women, Veterans, African American, Asian, Hispanic, LGBT, Disabilities, Native American, Alumni, and our Development Network.

▶

​Economic development: Last year, we revitalized communities with a total of $4.6 billion in community development loans and U.S. Bancorp Community Development Corporation investments. This funding went toward projects like revitalizing the Pullman neighborhood of Chicago, where U.S. Bank invested in affordable housing, donated land for a recreation facility, and invested in a loan fund to help small business owners in the area. Our investment in Pullman and neighborhoods like it across the country helps create economic revitalization, new jobs and safer housing.



▶

​Employee engagement: Our employees are at the core of everything we do. We are proud to give back and to encourage our employees to do good in their communities through paid time off to volunteer, matching gifts and our Dollars for Doing program. In 2017, our employees donated 188,000 hours of volunteer time, which we have valued at $4.5 million. Our employees also gave generously through our Employee Giving Campaign in Partnership with the United Way in 2017, donating more than $9 million to nonprofit organizations across the country.



▶

​Environmental sustainability: We care deeply about promoting sustainable business practices while supporting economic growth — it is one of the reasons that we have invested more than $18 billion in environmentally beneficial business opportunities over the past 10 years. We are committed to reducing our corporate greenhouse gas emissions by 40% by 2029 and 60% by 2044. Additionally, we are proud to have received a grade of A- from the CDP (formerly known as the Carbon Disclosure Project) in both 2016 and 2017.



▶

​Financial literacy: Investing in education is an investment in our future. We empower our employees and our customers to grow their financial knowledge through programs like Financial Genius and Student Union. In 2017, more than 200,000 individuals were served through financial education seminars and online workshops in local communities.

To learn more about our corporate social responsibility efforts, visit our website at www.usbank.com, then click on "About Us" and then "Corporate Social Responsibility."CEO.

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​ Certain relationships and related transactions

Certain relationships and related transactions


Review of related person transactions

The Board has adopted a written Related Person Transactions Policy for the review, evaluation and approval or ratification of transactions between our company and its related persons. "Related persons" under this policy include our directors, director nominees, executive officers, holders of more than 5% of our common stock, and their respective immediate family members. Their "immediate"Immediate family members" include children, stepchildren, parents, stepparents, spouses, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing the person's household.

Except as described below, the policy requires the Governance Committee of the Board to review and evaluate and either approve or disapprove all transactions or series of transactions in which:

▶

​the amount involved will, or may be expected to, exceed $120,000 in any fiscal year;



▶

​our company is or will be a participant; and



▶

​a related person has a direct or indirect interest.

The Board has determined that the Governance Committee does not need to review or approve certain transactions even if the amount involved will exceed $120,000, including the following transactions:

▶

​lending and other financial services transactions or relationships that are in the ordinary course of business and non-preferential, and comply with applicable laws;



▶

​transactions in which the related person's interest derives solely from his or her services as a director of, and/or his or her ownership of less than ten percent of the equity interest (other than a general partner interest) in, another corporation or organization that is a party to the transaction;



▶

​transactions in which the related person's interest derives solely from his or her ownership of a class of equity securities of our company and all holders of that class of equity securities received the same benefit on a pro rata basis;



▶

​transactions where the rates or charges involved are determined by competitive bids, or that involve the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and



▶

​employment and compensation arrangements for any executive officer and compensation arrangements for any director, provided that such arrangements have been approved by the Compensation and Human Resources Committee.

When considering whether to approve or ratify a transaction, the Governance Committee will consider facts and circumstances that it deems relevant to its determination, including:

▶

​the nature and extent of the related person's interest in the transaction;



▶

​whether the transaction is on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with our company;



▶

​the materiality of the transaction to each party;



▶

​whether our company's Code of Ethics and Business Conduct could be implicated, including whether the transaction would create a conflict of interest or appearance of a conflict of interest;



▶

​whether the transaction is in the best interest of our company; and



▶

​in the case of a non-employee director, whether the transaction would impair his or her independence.

No director is allowed to participate in the deliberations or vote on the approval or ratification of a transaction if that director is a related person with respect to the transaction under review. On an annual basis, the Governance Committee assesses all ongoing relationships with related persons to confirm that the transactions are still appropriate.

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Related person transactions

Lending transactions


During 2017,2020, U.S. Bancorp and our banking and investmentbroker-dealer subsidiaries engaged in transactions in the ordinary course of business with some of our directors, executive officers and the persons that we know beneficially owned more than 5% of our common stock on December 31, 2017,2020, and the entities with which they are associated. All loans and loan commitments and any transactions involving other financial products and services in connection with these transactions were made in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others not related to our banking and investmentbroker-dealer subsidiaries and did not involve more than the normal risk of collectibilitycollectability or present other unfavorable features.

Transactions with entities affiliated with directors or executive officers


Our director Yusuf I. Mehdi currently serves as a Corporate Vice President of Microsoft Corporation. During 2017,2020, we paid approximately $30 million to Microsoft for software and services in the ordinary course of business, including desktop software, server and cloud enrollment services, and support and development of products. Microsoft's annual revenue was approximately $143 billion for fiscal year 2020.

Kimberly Ellison-Taylor is the Executive Director of Finance Thought Leadership for Oracle Corporation. During 2020, we paid approximately $21 million to Oracle for software, hardware and professional services, including backend database, middleware and end-user applications. Oracle's annual revenue was approximately $39 billion for fiscal year 2020.

The son of our Vice Chair, Payment Services, Shailesh M. Kotwal, is a non-executive employee in U.S. Bank's corporate and commercial banking business line, who received $137,163 in compensation during 2020. We established the compensation paid to Mr. Kotwal's son in 2020 in accordance with our employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. In addition to this compensation, he also received employee benefits generally available to all of our employees.

During 2020, U.S. Bank operated 32 branches and 6770 ATMs in grocery stores owned by Schnuck Markets, Inc., of which Craig D. Schnuck, one ofwho retired from our directors,Board in April 2020, beneficially owns approximately 13% of the outstanding capital stock. Mr. Schnuck's sister, Nancy A. Diemer, and his four brothers, Scott C. Schnuck, Todd R. Schnuck, Mark J. Schnuck and Terry E. Schnuck, each beneficially own approximately 13% of the outstanding capital stock of Schnuck Markets as well. In addition, each of Mr. Schnuck's brothers is a director of Schnuck Markets, and holds the followingthree of his brothers hold officer positions with, Schnuck Markets: Scott C. Schnuck, Chairman of the Executive Committee;positions: Todd R. Schnuck is the Chairman and Chief Executive Officer; Mark J. Schnuck is the Vice President; and Terry E. Schnuck is the Assistant Secretary. Rent and fee payments by U.S. Bank to Schnuck Markets were approximately $2.8$1.3 million in 2017.2020. The consolidated gross revenues of Schnuck Markets in 20172020 were approximately $2.7$3 billion.

These transactions were conducted at arm's length in the ordinary course of business ofby each party to the transaction.transactions. As discussed above under the heading "Corporate Governance — Director Independence," the Board of Directors has determined that this relationship isthese relationships are immaterial to Mr. Mehdi, Ms. Ellison-Taylor, and Mr. Schnuck, and that Mr. Mehdi, Ms. Ellison-Taylor and Mr. Schnuck is anwere all determined to be independent director.

Prior to joining the company as Vice Chairman, Consumer Banking Sales and Support, on July 10, 2017, Timothy A. Welsh served as a Senior Partner at McKinsey and Company, a management consulting firm. From January 1, 2017 to July 10, 2017, U.S. Bank paid McKinsey and Company approximately $800,000 for financial services consulting. Certain of the consulting services were provided by Mr. Welsh directly. The fees U.S. Bank paid to McKinsey were negotiated on an arm's length basis.directors.

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​ 31	​ ​	​ U.S. Bancorp 20182021 Proxy Statement

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​ Compensation discussion and analysis

Compensation discussion and analysis


This section explains how we compensated the individuals who served as our CEO or CFO for all or a part of 20172020 and each of our three other most highly compensated executive officers for 20172020 (our named executive officers, or "NEOs"):.

The NEOs are as follows for 2020:

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​Andrew Cecere, who has served asChairman, President and Chief Executive Officer since April 18, 2017; Mr. Cecere previously served as President and Chief Operating Officer;



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​Richard K. Davis, who served as Chairman and Chief Executive Officer until April 18, 2017; Mr. Davis has remained an employee of our company in his role as Executive Chairman;



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​Terrance R. Dolan, who serves as Vice ChairmanChair and Chief Financial Officer;



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​P.W. (Bill) Parker, who serves as Vice Chairman and Chief Risk Officer;



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​Jeffry H. von Gillern, who serves as Vice Chairman,Chair, Technology and Operations Services;



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​Timothy A. Welsh, Vice Chair, Consumer and Business Banking; and



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​Gunjan Kedia, who serves as Vice Chairman,Chair, Wealth Management and Investment Services.

Reference guide

A message from our Compensation and Human Resources Committee ChairExecutive compensation overview		33
Executive compensation highlights section		34
▶ Key executive compensation program changes for 2018		34
▶ How we paid our executives in 2017		35
▶ CEO transition in 2017		35
▶ Corporate and financial performance		36
▶ Sound compensation practices		36
Philosophy and objectives of our executive compensation program		3735
Base salary		3836
Annual cash incentive awards		3836
���▶ How we determine our NEOs' annual cash incentive awards		3836
▶ Setting the Target Award Amounts		3837
▶ Calculating the Bonus Funding Percentage		3937
▶ Factoring in individual performance and risk sensitivity		4239
Long-term incentive awards		4340
▶ Establishing the structure of the equity awards		4340
▶ Setting the value of the equity awards		4340
▶ Selecting the performance metrics and performance period for the PRSU awards		4440
▶ Setting the levels of absolute and relative ROE for the PRSU performance matrix		4441
Decision making and policies		4642
▶ Who is involved in making executive compensation decisions		4642
▶ How executive compensation is determined		4743
▶ Compensation peer group		48
▶ Risk considerations in setting compensation plans and programs		4944
▶ Stock ownership and retention requirements		5044
▶ Recoupment ("clawback") of annual cash incentive payoutsClawback and forfeiture provisions applicable to executive awards		5145
▶ TaxChange-in-control provisions for executive officers		45
▶ Hedging and pledging policy		45
▶ Risk considerations		5145

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​ U.S. Bancorp 20182021 Proxy Statement	​ ​	​ 32

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​ Compensation discussion and analysis

		A message from our Compensation and Human Resources Committee Chair Fellow shareholders: The principal objective of U.S. Bancorp's executive compensation program is to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. The other members of the Compensation and Human Resources Committee and I welcome feedback on how well the program is achieving this objective. As described in detail on page 21, management reached out to our 50 largest shareholders twice in 2017 to discuss our executive compensation program, among other topics. In the spring 2017 conversations, our shareholders communicated three main messages about how we had compensated our executive officers in 2016:
				▶		The one-year performance period we had been using for the PRSUs is too short
				▶		Concerns that target levels of ROE, the performance metric for the PRSUs, had been lowered while award payouts had increased
				▶		The company-wide Appreciation Award, which had resulted in a 10% increase in equity awards for all NEOs, should not have been applied to the executive team
		Considering this feedback and the 74.7% approval rate our Say on Pay proposal received at the 2017 annual meeting, we were determined to make significant changes to our executive compensation program. We first engaged Meridian Compensation Partners as our new independent compensation consultant and then, with Meridian's help, closely examined the program in its entirety. We made several significant changes for 2018 following this holistic review, including the following highlights:
				▶		Expanded the PRSU performance period from one to three years, with corresponding cliff vesting
				▶		Increased transparency regarding how the ROE target is selected for PRSU payouts
				▶		Eliminated stock options and added RSUs to the mix of long-term incentives to reduce risk
				▶		Committed not to extend any future company-wide equity awards similar to the 2016 Appreciation Award to executives
				▶		Added a hold-until-retirement provision to our executive stock ownership requirements
		Please see the following page for more information about the key changes we have made to our executive compensation program for 2018. We will continue to evaluate the program's effectiveness, and shareholder feedback remains an important consideration in that evaluation.
		Sincerely,
		Arthur D. Collins, Jr.

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​ 33	​ ​	​ U.S. Bancorp 2018 Proxy Statement

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​ Compensation discussion and analysis

 


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Key executiveExecutive compensation program changes for 2018overview

In light of the feedback received from our shareholdersProgram structure in 2017, the2020

Our Compensation and Human Resources Committee (referred to as the "Committee" in this "Compensation Discussion and Analysis" section) considers the views of our shareholders, along with industry trends and the specific strategic needs of our company, when designing the executive compensation program. The Committee considers the high support for our recent Say on Pay votes — 95% in each of the last three years — as a strong endorsement that the program is structured effectively. There were no significant structural changes made to the program in 2020.

2020 performance-based compensation results

Our corporate results were challenged by the economic effects of the COVID-19 pandemic during 2020, but the Committee did not make any pandemic-specific modifications to the structure of the NEOs' performance-based compensation awards. Any adjustments applied to the performance metric calculations were made in accordance with the terms of the awards, which had been established before COVID-19 became a pandemic, and are described in detail in this "Compensation Discussion and Analysis" section.

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​Payouts for NEOs' 2020 annual cash incentive awards ranged from 61.2% to 87.6% of their respective target amounts, based on earnings per share ("EPS") and business line pretax income results for the restyear.



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​The performance-based restricted stock units ("PRSUs") granted in 2018 were earned at 120.5% of this Compensation Discussionthe NEOs' respective target amounts, based on absolute and Analysis) closely examined our executive compensation program in its entirety and implemented the following key changesrelative return on equity ("ROE") results for 2018, which will be reflected in our 2019 proxy statement.



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​ U.S. Bancorp 2018 Proxy Statement	​ ​	​ 34

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​ Compensation discussion and analysis

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2018-2020.