Description of Compensation Payable to Non-Management Directors

EX-10.22 4 axp-20221231exx1022.htm EX-10.22 Document

EXHIBIT 10.22

DESCRIPTION OF COMPENSATION PAYABLE TO NON-MANAGEMENT DIRECTORS

Upon the recommendation of the Nominating and Governance Committee of the Board of Directors of American Express Company, on December 7, 2021, the Board approved the payment of the following compensation to each non-management director of the Board in respect of his/her service on the Board effective January 1, 2022:

•an annual retainer of $110,000; provided that this amount shall be reduced by $20,000 if the Director does not attend at least 75% of the meetings of the Board and meetings of the committees on which the Director serves;

•a grant of Share Equivalent Units having a value of $220,000 to be awarded under the 2003 Share Equivalent Unit Plan for Directors upon the Director’s election or reelection to the Board at the Annual Meeting of Shareholders;

•an annual retainer of $40,000 for the chairs of the Audit and Compliance Committee and the Risk Committee, and an annual retainer of $30,000 for the chairs of the Compensation and Benefits Committee and the Nominating, Governance and Public Responsibility Committee;

•an annual retainer of $20,000 for each member of the Audit and Compliance Committee and the Risk Committee, and an annual retainer of $15,000 for each member of the Compensation and Benefits Committee, and the Nominating, Governance and Public Responsibility Committee;

•an annual lead director fee of $100,000 (delivered as $25,000 in cash and $75,000 in Share Equivalent Units); and

•reimbursement of customary expenses for attending Board, committee, and shareholder meetings.