AMERICAN EXPRESS CO — Proxy Solicitation & Information Statement 2017

Mar 20, 2017

DEF 14A 1 amex3153611-def14a.htm DEFINITIVE PROXY STATEMENT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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AMERICAN EXPRESS COMPANY

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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2017

AMERICAN EXPRESS COMPANY

PROXY STATEMENT

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American Express Company 200 Vesey Street New York, New York 10285

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

| WHEN Monday, May 1, 2017 9:00 a.m.
Eastern Time WHERE American Express Company 200 Vesey
Street, 26th Floor New York, New York 10285 RECORD
DATE March 3,
2017 | |
| --- | --- |
| To vote on the following proposals: | |
| 1. | Election of directors proposed by our
Board of Directors for a term of one year, as set forth in this proxy
statement |
| 2. | Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm for 2017 |
| 3. | Advisory resolution to approve
executive compensation |
| 4. | Advisory resolution to approve the
frequency of future advisory votes on executive compensation |
| 5. | Two shareholder proposals if properly
presented at the meeting |
| 6. | Such other business that may properly come before the
meeting |

Carol V. Schwartz Secretary March 20, 2017

Important notice regarding the availability of proxy materials for the 2017 annual meeting to be held on May 1, 2017

Our proxy statement and annual report are available online at http://ir.americanexpress.com.* We will mail to certain shareholders a notice of internet availability of proxy materials, which contains instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about March 21, 2017.

*Web links throughout this document are provided for convenience only. Information from the American Express website is not incorporated by reference into this proxy statement.

2017 PROXY STATEMENT | 03

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TABLE OF CONTENTS

| 3 | NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS | |
| --- | --- | --- |
| 5-9 | PROXY SUMMARY AND VOTING ROADMAP | |
| 10-37 | CORPORATE GOVERNANCE AT AMERICAN
EXPRESS | |
| | 10 | ITEM 1 Election of Directors for a Term of One
Year |
| | 10 | Board
Composition |
| | 14 | Our Director
Nominees |
| | 21 | Our Board’s
Independence |
| | 22 | Our Corporate
Governance Framework |
| | 23 | Corporate
Responsibility at American Express |
| | 24 | Our Board’s
Role and Responsibilities, Structure and Processes |
| | 29 | Shareholder
Engagement |
| | 30 | Board
Committees |
| | 32 | Compensation
of Directors |
| | 34 | Director and
Officer Liability Insurance |
| | 34 | Certain
Relationships and Transactions |
| 38-41 | AUDIT COMMITTEE MATTERS | |
| | 38 | ITEM 2 Ratification of Appointment of
Independent Registered Public Accounting Firm |
| | 40 | PricewaterhouseCoopers LLP Fees and Services |
| | 41 | Report of the
Audit and Compliance Committee |
| 42-76 | EXECUTIVE COMPENSATION | |
| | 42 | ITEM 3 Advisory Resolution to Approve
Executive Compensation (Say On Pay) |
| | 43 | Compensation Discussion and Analysis |
| | 60 | Report
of the Compensation and |
| | | Benefits
Committee |
| | 63 | Summary
Compensation Table |
| | 66 | Grants of
Plan-Based Awards |
| | 67 | Outstanding
Equity Awards at Fiscal Year-End 2016 |
| | 68 | Option
Exercises and Stock Vested in 2016 |
| | 69 | Retirement Plan
Benefits |
| | 70 | Nonqualified Deferred Compensation |
| | 72 | Potential
Payments Upon Termination |
| | | or Change in
Control (CIC) |
| | 76 | ITEM 4 Advisory Resolution to Approve the
Frequency of Future Advisory Say on Pay Votes (Say on
Frequency) |
| 77-81 | SHAREHOLDER PROPOSALS | |
| | 77 | ITEM 5 Shareholder Proposal Relating to Action
By Written Consent |
| | 79 | ITEM 6 Shareholder Proposal Relating to Gender
Pay Equity Disclosure |
| 82-83 | STOCK OWNERSHIP INFORMATION | |
| 84-89 | OTHER INFORMATION | |
| 90-91 | ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL
MEASURES | |
| 92 | LOCATION OF THE 2017 ANNUAL
MEETING | |

04 | AMERICAN EXPRESS COMPANY

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PROXY SUMMARY AND VOTING ROADMAP

We present below a summary of certain information in this proxy statement. Please review the complete proxy statement and annual report before you vote.

ITEM 1 ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR ✓ The Board recommends a vote FOR each of these director nominees You are being asked to elect 14 directors. Each of our current directors is standing for election to hold office until the next annual meeting of shareholders or until his or her successor is duly elected and qualified. Detailed information about each nominee’s background, skills and expertise can be found starting on page 14.

Name	Age	Director Since	Other Public Boards
Charlene Barshefsky	66	2001	The Estée Lauder Companies Inc.
Senior International
Partner,			Intel Corporation
WilmerHale
John J. Brennan	62	2017	General Electric Company
Chairman Emeritus and
Senior Advisor,			LPL Financial Holdings, Inc.
The Vanguard Group
Ursula M. Burns	58	2004	Exxon Mobil Corporation
Chairman,			Xerox Corporation
Xerox Corporation
Kenneth I. Chenault	65	1997	International Business Machines
Chairman and
CEO,			Corporation (IBM)
American Express Company			The
Procter & Gamble Company
Peter Chernin	65	2006
Founder and
CEO,
Chernin Entertainment, LLC
Ralph de la Vega	65	2016
Former Vice Chairman, AT&T Inc.
Anne L. Lauvergeon	57	2013	Rio Tinto Plc
Chairman and Chief
Executive Officer,			Suez
A.L.P. SAS			Koç
Holding
Michael O. Leavitt	66	2015	HealthEquity, Inc.
Founder and
Chairman,			Medtronic, Inc.
Leavitt Partners, LLC
Theodore J. Leonsis	61	2010	Groupon, Inc.
Chairman and
CEO,
Monumental Sports & Entertainment, LLC
Richard C. Levin	69	2007
Chief Executive
Officer,
Coursera
Samuel J. Palmisano	65	2013	Exxon Mobil Corporation
Former
Chairman,
President and CEO, IBM
Daniel L. Vasella	63	2012	PepsiCo, Inc.
Honorary Chairman and
Former			XBiotech
Chairman and CEO, Novartis AG
Robert D. Walter,	71	2002	Nordstrom, Inc.
Lead Independent
Director			YUM! Brands, Inc.
Founder and Former
Chairman and CEO,
Cardinal Health, Inc.
Ronald A. Williams	67	2007	The Boeing Company
Former Chairman and
CEO,			Johnson & Johnson
Aetna, Inc.			Envision Healthcare

2017 PROXY STATEMENT | 05

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PROXY SUMMARY AND VOTING ROADMAP Election of Directors for a Term of One Year

Director Attendance

During 2016, our Board met 8 times and our committees in the aggregate met 38 times. All directors attended 75 percent or more of the meetings of the Board and Board committees on which they served in 2016.

Twelve of our thirteen directors in 2016 attended the 2016 annual meeting. Our Board encourages all of its directors to attend the annual meeting but understands there may be circumstances that prevent such attendance.

Board Highlights

Average Tenure 7.5 years Average Age 64.2 years

Corporate Governance Highlights

| ✓ | Strong lead independent
director |
| --- | --- |
| ✓ | Diverse
board |
| ✓ | Regular board and
committee refreshment and a mix of tenures |
| ✓ | Non-management executive
sessions led by lead independent director at each regular board
meeting |
| ✓ | Board agenda includes
multi-day strategy sessions |
| ✓ | Key management and
rising talent reviewed at an annual talent review board
meeting |
| ✓ | Risk aware culture
overseen by a separate Risk Committee of the Board |
| ✓ | Annual election of all
directors |
| ✓ | Majority voting for
directors |
| ✓ | Proxy
access |
| ✓ | 25 percent of
shareholders can call special meetings |
| ✓ | Active shareholder
engagement |
| ✓ | Significant share
ownership requirements for senior executives and
directors |
| ✓ | Annual board and
committee performance evaluations |
| ✓ | Ongoing board succession
planning |
| ✓ | Director access to
experts and advisors, both internal and external |
| ✓ | 13 out of 14 directors are
independent |

06 | AMERICAN EXPRESS COMPANY

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PROXY SUMMARY AND VOTING ROADMAP Ratification of Appointment of PricewaterhouseCoopers LLP for 2017

ITEM 2 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP FOR 2017 ✓ The Board recommends a vote FOR this item The Audit and Compliance Committee reappointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2017. We are asking you to ratify this appointment. PwC has been our independent auditor since 2005. Additional information about the Committee’s appointment of PwC and PwC fees for 2016 and 2015 is found beginning on pages 40-41. One or more representatives of PwC will be present at the meeting and available to respond to appropriate questions.

ITEM 3 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) ✓ The Board recommends a vote FOR this item We are asking you to approve on an advisory basis the compensation of American Express’s named executive officers. We believe that the compensation of our executive officers is aligned with performance, correlates with our share price, appropriately motivates and retains our executives and delivers pay which is strongly linked to company performance over time.

2016 Performance

We entered 2016 with significant challenges, and we began to reposition the business for success going forward. We laid out three key priorities for 2016 and 2017:

| ● | Accelerating revenue
growth |
| --- | --- |
| ● | Optimizing
investments |
| ● | Resetting our cost
base |

We made significant progress in each of these areas in 2016. Despite persistent macro-economic issues and the evolving competitive and regulatory environment, we reached our 2016 goals through:

●	Healthy loan growth
●	Strong card
acquisitions
●	Excellent credit
performance
●	Disciplined operating expense
control
●	Strong capital
position

As a result, we were able to raise our earnings expectations over the course of the year while making a record level of business-building investments. For 2016 as a whole:

| ● | Net income was $5.4 billion, up 5% (including the gain from the sale of our Costco
portfolio) |
| --- | --- |
| ● | Diluted earnings per share (EPS) was
$5.65, and our adjusted diluted EPS (excluding restructuring charges) was
$5.93 1 , exceeding the earnings
guidance range provided at the beginning of the year |
| ● | Return on Equity (ROE) was 26% |

1 Adjusted diluted EPS, a non-GAAP measure, excludes $410 million in pre-tax restructuring charges ($266 million after-tax) for the year ended December 31, 2016. Management believes adjusted diluted EPS is useful in evaluating the ongoing operating performance of the Company and the Company’s performance against its 2016 EPS outlook originally provided in the Company’s Q4’15 earnings release on January 21, 2016, at which point restructuring charges and other contingencies were not estimable and thus not included. See Appendix A for reconciliation to diluted EPS on a GAAP basis.

2017 PROXY STATEMENT | 07

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PROXY SUMMARY AND VOTING ROADMAP Advisory Resolution to Approve Executive Compensation (Say on Pay)

We are pleased to have ended the year positively while continuing to strengthen our business. Our compensation to the CEO and the other Named Executive Officers (NEOs) reflects their strong leadership in navigating the Company through this important transition year and repositioning it for success. Further information on our 2016 performance can be found beginning on page 44.

Awarded Total Direct Compensation for our CEO for 2016 Performance

At the beginning of 2016, the Compensation and Benefits Committee set financial and strategic goals for our CEO and executive team, the attainment of which would be signposts of the Company’s successful repositioning. In January 2017, the Committee evaluated Mr. Chenault’s performance, noted his success against these goals, and awarded him target pay: total direct compensation (TDC) 2 of $22,000,000 for performance year 2016. Because the Company’s repositioning is not yet complete, however, the Committee determined that Mr. Chenault would receive all of his compensation, except for base salary, in the form of deferred compensation linked to multi-year performance goals.

With most of Mr. Chenault’s compensation subject to multi-year performance goals, his realizable pay is tied closely to the success of our efforts and the long-term success of the Company. Our pay for performance linkage is illustrated on page 50, which shows that Mr. Chenault’s realizable compensation as of the end of 2016 was 8 percent lower than his awarded TDC for the previous three performance years.

CEO Awarded TDC Mix

Details regarding Mr. Chenault’s TDC can be found on page 49.

Our Compensation Discussion and Analysis is on pages 43-62 and our Summary Compensation Table and other related tables and narrative discussion are on pages 63-75.

2 Awarded TDC includes salary, the annual incentive award (AIA) earned for the prior year and long-term incentives granted that are tied to future performance.

08 | AMERICAN EXPRESS COMPANY

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PROXY SUMMARY AND VOTING ROADMAP Advisory Resolution to Approve the Frequency of Future Advisory Say on Pay Votes (Say on Frequency)

ITEM 4 ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF FUTURE ADVISORY SAY ON PAY VOTES (SAY ON FREQUENCY) ✓ The Board recommends continuing our current practice of holding an ANNUAL advisory vote on executive compensation We are asking you to approve continuing to hold an annual advisory vote on executive compensation. In making this recommendation the Board considered shareholder feedback and that an annual say on pay vote enables our shareholders to provide us with timely input on executive compensation matters.

ITEMS 5-6 TWO SHAREHOLDER PROPOSALS (IF PROPERLY PRESENTED) ✕ The Board recommends a vote AGAINST each item You will have the opportunity to vote on two shareholder proposals, if properly presented at the meeting. The text of these proposals, the proponents’ statements in support and our responses are set forth beginning on page 77.

2017 PROXY STATEMENT | 09

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS

ITEM 1 ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR Our Board of Directors currently has 14 members. Each director is standing for election to hold office until the next annual meeting of shareholders or until his or her successor is duly elected and qualified. Our Board has appointed Jeffrey Campbell, Laureen Seeger, Carol Schwartz and Tangela Richter as proxies to vote your shares on your behalf. The proxies intend to vote for the election of each of the 14 candidates nominated by the Board unless you indicate otherwise on your proxy or voting instruction form or when you vote by telephone or online. Each candidate has consented to being named in this proxy statement and serving as a director if elected. However, if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board of Directors. If the Board nominates another individual, the persons named as proxies may vote for that nominee. ITEM 1 RECOMMENDATION: Our Board of Directors recommends a vote FOR the election of the nominees listed on pages 14-21.

Board Composition

Ongoing Board Succession Planning

We seek to maintain a board that as a whole possesses the objectivity and the mix of diverse backgrounds, skills and experiences to provide effective oversight and guidance to management in the context of an evolving business environment and our long-term strategy. Ongoing board succession planning assures that the Board maintains an appropriate mix of skills and provides fresh perspectives while leveraging the institutional knowledge and historical perspective of our longer-tenured directors.

The Nominating and Governance Committee assesses potential candidates based on their history of achievement, the breadth of their business experiences, whether they also bring specific skills or expertise in areas that the Committee has identified and whether they possess personal attributes that will contribute to the effective functioning of the Board. The Committee also considers succession planning for board positions such as lead independent director and committee chair.

Attributes of Individual Nominees:

| ● | We look for individuals who have
established records of significant
accomplishment in leading global businesses
and large, complex organizations. |
| --- | --- |
| ● | Nominees should have achieved prominence in their fields and possess skills or
significant experience in areas of
importance to us. |
| ● | The minimum personal attributes that
must be met by a nominee include
integrity, independence, energy,
forthrightness, strong analytical skills
and the commitment to devote the necessary
time and attention to the Company’s
affairs. |
| ● | Candidates should demonstrate they have the ability to challenge and stimulate management and exercise sound judgment. |
| ● | Candidates must demonstrate a
willingness to work as part of a team in an
atmosphere of trust and candor and a
commitment to represent the interests of
all shareholders rather than those of a
specific constituency. |

10 | AMERICAN EXPRESS COMPANY

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Item 1—Election of Directors for a Term of One Year

Identifying and Adding New Directors

The Nominating and Governance Committee identifies and adds new directors using the following process:

| 1 | Collect
Candidate Pool — ✓ Independent
Directors | | ✓ Independent
Search Firms | | ✓ Shareholders | |
| --- | --- | --- | --- | --- | --- | --- |
| 2 | Review
Recommendations Candidates
meet with members of the Nominating and Governance Committee and with the
Chairman. Committee members and the Chairman assess candidates on the
basis of their skills and experience, their personal attributes and how
they will add to the mix of competencies and diversity on the Board. Due
diligence is conducted, and the Committee members and the Chairman solicit
feedback on potential candidates from other directors and from persons
outside the Company. | | | | | |
| 3 | Make
Recommendation to the Board Qualified candidates are presented to the Board of
Directors. | | | | | |
| 4 | Outcome Six new directors added since 2012: | | | | | |
| | ✓ Ethnic &
gender diversity | ✓ Non-U.S.
directors | ✓ Former
CEOs ✓ Former
CFO | ✓ Digital,
mobile, consumer, financial, investment, regulatory and M&A
experience | ✓ Senior
government experience | ✓ Global
business leaders |

The Committee uses a professional search firm to help identify, evaluate and conduct due diligence on potential director candidates. Mr. Brennan, who joined the Board in January 2017, was identified as a potential candidate by the search firm. Using a search firm allows the Committee to make sure it is conducting a broad search and looking at a diverse pool of potential candidates. The Committee also seeks to maintain an ongoing list of potential candidates.

The Committee considers all shareholder recommendations for director candidates and applies the same standards in considering candidates submitted by shareholders as it does in evaluating other candidates. Shareholders can recommend candidates by writing to the Committee in care of the Company’s Secretary, whose contact information is on page 30. Shareholders who wish to submit nominees for election at an annual or special meeting of shareholders should follow the procedure described on page 85.

Our governance principles provide that while the Board need not adhere to a fixed number of directors, generally a board composed of 12-14 directors offers a sufficiently large and diverse group to address the important issues facing the Company while being small enough to encourage personal involvement and discussion. All directors are elected annually under a majority voting standard.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Item 1—Election of Directors for a Term of One Year

Board Diversity

While we do not have a specific policy on board diversity, our governance principles provide that the Board should be diverse, engaged and independent. The Nominating and Governance Committee considers the diversity of the Board, including the dimensions of race, ethnicity and gender. We believe the composition of our Board appropriately reflects a diversity of skills, professional and personal backgrounds and experiences.

Our Board has the following characteristics:

●●● ●●●●●●● ●●● ● 3 of 14 female ●●●● ●●●●● ●●●●● 4 of 14 minorities ●● ●●●●●●●●● ●●● 2 of 14 reside outside of U.S.

Board Tenure

We have added 6 new directors since 2012. The average tenure of our non-management directors is 7.5 years. New directors add fresh perspectives and longer-serving directors provide continuity and institutional knowledge. We have a mandatory retirement age of 72 which provides for continued board refreshment in addition to turnover that occurs when directors leave board service prior to the mandatory retirement age.

12 | AMERICAN EXPRESS COMPANY

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Item 1—Election of Directors for a Term of One Year

Board Expertise and Skills

Experienced leaders with the right skills and business experience to provide sound judgment, critical viewpoints and guidance in an evolving environment

Core Business and Operating Expertise	Senior Management and Leadership Skills	Digital, Mobile and Technology Experience	Government, Legal and Public Policy Experience	Financial Literacy
Global
Business Experience	Financial,
Investment and M&A Experience	Public
Company Governance Experience	Audit and
Risk Oversight Experience	Brand and
Marketing Expertise

Non-management Directors

American Express is a global services company that provides customers with access to products, insights and experiences that enrich lives and build business success. We provide innovative payment solutions for individuals and businesses of all sizes around the world. We have a highly valued brand, we are regulated in many jurisdictions, and we operate in a rapidly evolving, technology-dependent and highly competitive environment.

Our director nominees have held senior positions as leaders of various large, complex businesses and organizations and in government, demonstrating their ability to develop and execute significant and complex policy and operational objectives at the highest levels. Many of our nominees have been chief executives or chief operating officers of large, global businesses through which they have developed expertise in core business strategy and development, operations, finance, talent management and leadership development, compliance, controls and risk management as well as skills to respond to rapidly evolving business environments and foster innovation and business transformation.

In addition, our nominees’ experience serving on other boards brings valuable knowledge and expertise in the areas of governance, talent management and compensation, financial reporting, risk management and control and compliance. Detailed information about each nominee follows.

2017 PROXY STATEMENT | 13

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

Our Director Nominees

Individual Qualifications, Skills and Experiences

The following individuals have been recommended for election by the Nominating and Governance Committee and approved by the Board of Directors, considering, among other factors: ✓ The individual contributions of the director to the Board’s effectiveness ✓ The continued relevance of each of their skills, qualifications and experiences ✓ The mix of skills and backgrounds, and the tenure and diversity of the Board ✓ The Board’s effectiveness as a whole in exercising independence of thought and challenging and providing guidance to management

● — CHARLENE BARSHEFSKY		Director since 2001
Senior International Partner, WilmerHale
Other Public Directorships	● The Estée Lauder Companies
Inc. ● Intel
Corporation	Specific
qualifications, experience, skills and expertise: ● High-level
government service ● Expertise negotiating with foreign governments ● Advisor to firms on doing business in
emerging markets ● Broad legal and public policy experience ● Public company
governance
Other Directorships in past five
years	● Starwood Hotels &
Resorts Worldwide, Inc.
American Express Committees	● Innovation and
Technology ● Public Responsibility,
Chair

Since 2001, Ambassador Barshefsky has been a Senior International Partner of WilmerHale, a multinational law firm based in Washington, D.C. She advises U.S. and international companies on international business transactions, government relations, market access, and foreign government regulation of business and investment. Prior to joining WilmerHale, Ambassador Barshefsky was the United States Trade Representative (USTR) and a member of President Clinton’s Cabinet from 1997 to 2001, and Acting and Deputy USTR from 1993 to 1996. As the USTR, she served as chief trade negotiator and principal trade policymaker for the United States and, in both roles, negotiated complex market access and regulatory and investment agreements with virtually every major country in the world. Ambassador Barshefsky is a trustee of the Howard Hughes Medical Institute and a member of the Council on Foreign Relations.

14 | AMERICAN EXPRESS COMPANY

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

| ● — JOHN
J. BRENNAN | | Director since 2017 |
| --- | --- | --- |
| Chairman Emeritus and Senior Advisor, The Vanguard
Group | | |
| Other Public Directorships | ● General Electric
Company ● LPL Financial Holdings,
Inc. | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● CFO and financial accounting expertise ● Finance and investment expertise ● Financial industry regulation ● Institutional investor
perspective ● Public company
governance |
| Other Directorships in past five
years | ● Guardian Life Insurance of
America ● Hanover Insurance Group
Inc. | |
| American Express Committees | ● Audit and
Compliance ● Risk | |

Mr. Brennan has been chairman emeritus and senior advisor of The Vanguard Group, Inc., a global investment management company, since 2010. Mr. Brennan joined Vanguard in July 1982, was elected Chief Financial Officer in 1985, and President in 1989. He was Chief Executive Officer from 1996 to 2008 and Chairman of the Board from 1998 to 2009. Mr. Brennan is Chairman of the Board of Governors of The Financial Industry Regulatory Authority (FINRA), a U.S. financial services industry regulator; Chairman of the Board of Trustees of the University of Notre Dame; Chairman of the Vanguard Charitable Endowment Program; and Founding Trustee of the King Abdullah University of Science and Technology. Mr. Brennan is a former Chairman of the Financial Accounting Foundation, an overseer of financial accounting and reporting standard-setting boards.

| ● — URSULA M.
BURNS | | Director since 2004 |
| --- | --- | --- |
| Chairman and
Former Chief Executive Officer, Xerox
Corporation | | |
| Other Public Directorships | ● Exxon Mobil
Corporation ● Xerox
Corporation | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Global business leader ● Experience driving innovation through
technology ● Public company governance ● Audit oversight
experience |
| Other Directorships in past five years | | |
| American Express Committees | ● Compensation and
Benefits ● Risk | |

Ms. Burns has been Chairman of Xerox Corporation, a global document technology company, since May 2010. She was Chief Executive Officer from July 2009 to December 2016; President and director from April 2007 to July 2009; and Senior Vice President and President, Business Group Operations from January 2003 to April 2007. Ms. Burns is a trustee of the Ford Foundation and of the Massachusetts Institute of Technology and provides leadership as a director to community, educational and nonprofit organizations including FIRST (For Inspiration and Recognition of Science and Technology) and Change the Equation. From March 2010 through December 2016, Ms. Burns served as Vice Chair of President Obama’s Export Council.

2017 PROXY STATEMENT | 15

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

| ● — KENNETH I. CHENAULT | | Director
since 1997 |
| --- | --- | --- |
| Chairman and Chief Executive Officer, American Express
Company | | |
| Other Public Directorships | ● IBM ● The Procter & Gamble
Company | Specific
qualifications, experience, skills and expertise: ● Unique perspective
as company CEO ● Core business,
operations and management ● Payments and network
industry expertise ● Expertise in digital
and mobile innovation ● Brand and marketing
expertise ● Public company
governance |
| Other Directorships in past five
years | | |
| American Express Committees | ● N/A | |

Mr. Chenault has been Chairman and Chief Executive Officer of American Express Company since April 2001. Mr. Chenault joined American Express in 1981 and was named President of the U.S. division of American Express Travel Related Services Company, Inc. in 1993; Vice Chairman of American Express Company in 1995; President and Chief Operating Officer in 1997; and Chief Executive Officer in January 2001. Mr. Chenault is Chairman of the National Museum of African American History and Culture, a member of The World Trade Center Memorial Foundation and a trustee of the NYU Langone Medical Center.

● — PETER CHERNIN	Director since 2006
Founder and CEO, Chernin Entertainment
Other Public Directorships	Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Experience building global media businesses ● Digital business
development ● Brand and marketing
expertise ● Public company
governance
Other Directorships in past five
years	● Pandora Media,
Inc. ● Twitter,
Inc.
American Express Committees	● Compensation and
Benefits ● Nominating and Governance,
Chair

From June 2009 to the present, Mr. Chernin has served as Founder and CEO of Chernin Entertainment, LLC, a film and television production company, and The Chernin Group, LLC, which is involved in strategic opportunities in media, technology and entertainment. He is also co-founder of CA Media, L.P., which builds and manages media, technology and entertainment businesses throughout the Asia Pacific region. Mr. Chernin was President, Chief Operating Officer and a director of News Corporation from October 1996 to June 2009, and was Chairman and Chief Executive Officer of the Fox Group, where he oversaw the global operations of the company’s film, television, satellite cable and digital media businesses. At News Corporation, Mr. Chernin led the company’s expansion into the broadband and mobile markets through the creation of Fox Interactive Media, Hulu, Jamba and other digital properties. Mr. Chernin is a Chairman and Co-Founder of Malaria No More and a director of the Harvard AIDS Initiative.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

● — RALPH DE LA VEGA	Director since 2016
Former Vice Chairman of AT&T Inc.
Other Public Directorships	Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Global business leader ● Deep experience in Latin
America ● Digital and mobile technology
expertise ● Governance and audit
oversight
Other Directorships in past five
years	● New York Life Insurance
Company
American Express Committees	● Audit and
Compliance ● Innovation and
Technology

Mr. de la Vega was Vice Chairman of AT&T Inc. and CEO of Business Solutions and International, AT&T from February 2016 through December 2016. In this role, Mr. de la Vega led AT&T’s Integrated Business Solutions group (both mobile and IP services), which served more than 3.5 million business customers in 200 countries and territories, and nearly all of the Fortune 1000 firms globally, and AT&T’s Mexican wireless business and DIRECTV Latin America, which was part of AT&T’s 2015 acquisition of DIRECTV. Mr. de la Vega was President and Chief Executive Officer, AT&T Mobile and Business Solutions, from August 2014 to February 2016; President and Chief Executive Officer of AT&T Mobility from 2007 to 2014; and prior thereto, the Chief Operating Officer of Cingular Wireless and President of BellSouth Latin America. Mr. de la Vega is a director of New York Life Insurance Company, where he is chair of the Audit Committee and a member of the Governance and Insurance & Operations Committees. He also serves on the boards of Junior Achievement Worldwide and the Boy Scouts of America.

| ● — ANNE L.
LAUVERGEON | | Director since 2013 |
| --- | --- | --- |
| Chairman and Chief
Executive Officer, A.L.P. SAS | | |
| Other Public Directorships | ● Rio Tinto
plc ● Suez ● Koç
Holding | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Deep business experience in Europe ● Government experience ● Public policy experience in
sustainability ● Public company
governance |
| Other Directorships in past five years | ● Total
S.A. ● Vodafone Group
Plc. ● GDF Suez
S.A. ● Airbus
Group | |
| American Express Committees | ● Audit and
Compliance ● Public
Responsibility | |

Ms. Lauvergeon is Chairman and Chief Executive Officer of A.L.P. SAS, a private French advisory company and, since 2014, has been Chairman of Sigfox, a French start-up that operates a cellular network dedicated exclusively to small messages. She is a former Partner and Managing Director of Efficiency Capital, an advisory firm dedicated to funding technology and natural resources investments, where she served from 2012 to April 2014; former Chief Executive Officer of AREVA Group, the leading French energy company, where she served from July 2001 to June 2011; and former Chairman and Chief Executive Officer of AREVA NC (formerly Cogema) where she served from June 1999 to June 2011. Ms. Lauvergeon started her professional career in 1983 in the steel industry and in 1990 she was named Advisor for Economic International Affairs at the French Presidency and Deputy Chief of Staff in 1991. In 1995 she became a Partner of Lazard Frères & Cie, subsequently joining Alcatel Telecom as Senior Executive Vice President in 1997. Ms. Lauvergeon has been a member of the United Nations Global Compact Board, an executive committee member of the World Business Council for Sustainable Development, and involved in various not for profit organizations in France. She is also Chair of the Commission Innovation 2030, launched by the President of France in 2013 to stimulate innovation in France.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

● — MICHAEL O. LEAVITT		Director since 2015
Founder and Chairman, Leavitt Partners
Other Public Directorships	● HealthEquity,
Inc. ● Medtronic,
Inc.	Specific
qualifications, experience, skills and expertise: ● Senior executive and
administrative experience ● Deep government experience ● Public policy
experience ● Regulatory experience ● Public company
governance
Other Directorships in past five
years
American Express Committees	● Audit and
Compliance ● Innovation and
Technology

Since 2009, Governor Leavitt has been Founder and Chairman of Leavitt Partners, LLC, a health care consulting firm, and since 2014, he has been Chairman of Leavitt Equity Partners, a private equity fund. Prior to that, Governor Leavitt was the United States Secretary of Health and Human Services from 2005 to 2009; Administrator of the Environmental Protection Agency from 2003 to 2005; and Governor of Utah from 1993 to 2003. Governor Leavitt has extensive board management and leadership experience, including serving as the Governor of Utah, a large state with a diverse body of constituents, appointments to positions with the U.S. government, where he oversaw and advised on issues of national concern, and overseeing Leavitt Partners’ work advising clients and making investments in the health care sector. Governor Leavitt has decades of leadership experience with valuable knowledge of the governmental and regulatory environment.

| ● — THEODORE J.
LEONSIS | | Director since 2010 |
| --- | --- | --- |
| Chairman and Chief
Executive Officer, Monumental Sports & Entertainment | | |
| Other Public Directorships | ● Groupon,
Inc. | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Successful innovator and entrepreneur ● Expertise in social media and digital
trends ● Brand and marketing expertise ● Public company
governance |
| Other Directorships in past five years | ● Nutrisystem ● Alcatel-Lucent | |
| American Express Committees | ● Innovation and Technology,
Chair ● Public
Responsibility | |

Since 2009, Mr. Leonsis has been Chairman and Chief Executive Officer of Monumental Sports & Entertainment, LLC, a sports, entertainment, media and technology company that owns the NBA’s Washington Wizards, NHL’s Washington Capitals, the WNBA’s Washington Mystics, the Verizon Center in Washington, D.C., Monumental Sports Network and two Arena Football League teams. Mr. Leonsis has also been Vice Chairman Emeritus of AOL LLC, a leading global ad-supported Web company, since December 2006. Mr. Leonsis held a number of executive positions with AOL from September 1994 to December 2006, most recently as Vice Chairman and President, AOL Audience Business. He is also a filmmaker, an author and a director of several private internet and technology companies and educational institutions. Mr. Leonsis was Chairman of Revolution Money, Inc., which American Express acquired in January 2010. In November 2011, Mr. Leonsis co-founded Revolution Growth II, LP, a “speedup capital” fund to invest in technology-enabled businesses. In 2015, Mr. Leonsis co-founded Revolution Growth III, LP, a similar fund to invest in and build innovative, high-growth businesses.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

● — RICHARD C. LEVIN	Director since 2007
Chief Executive Officer, Coursera
Other Public Directorships	Specific
qualifications, experience, skills and expertise: ● Thought leader in
American higher education ● Distinguished economist ● Expertise in statistical analysis and
modeling ● Leader in U.S.-China cooperation at
Yale ● CEO of online education
company
Other Directorships in past five
years	● C-3
Energy
American Express Committees	● Public
Responsibility ● Risk

Mr. Levin has been Chief Executive Officer of Coursera, an educational platform that partners with top universities and organizations worldwide to offer courses online, since April 2014. Mr. Levin is also President Emeritus of Yale University, a private, independent university. He was President of Yale from July 1993 to August 2013; a Frederick William Beinecke Professor of Economics; and a former Chair of Yale’s Economics Department and Dean of Yale’s Graduate School of Arts and Science. Mr. Levin also is a trustee of the William and Flora Hewlett Foundation, one of the largest philanthropic organizations in the United States concerned with solving social and environmental problems. He is a fellow of the American Academy of Arts and Sciences and the American Philosophical Society. Mr. Levin has served on a number of Presidential Commissions and was appointed by President Obama to serve on the President’s Council of Advisors for Science and Technology.

| ● — SAMUEL J.
PALMISANO | | Director since 2013 |
| --- | --- | --- |
| Former Chairman,
President and Chief Executive Officer, IBM | | |
| Other Public Directorships | ● Exxon Mobil
Corporation | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Business thought leader ● Cybersecurity experience ● Global business leader ● Financial, investment and M&A
expertise ● Public company
governance |
| Other Directorships in past five years | ● IBM | |
| American Express Committees | ● Compensation and
Benefits ● Nominating and
Governance | |

Mr. Palmisano is former Chairman, President and Chief Executive Officer of IBM, a company that provides business and information technology products and services. Mr. Palmisano joined IBM in 1973. He was elected Senior Vice President and Group Executive of the Personal Systems Group in 1997, Senior Vice President and Group Executive of IBM Global Services in 1998, Senior Vice President and Group Executive of Enterprise Systems in 1999, President and Chief Operating Officer in 2000, Chief Executive Officer in 2002 and Chairman of the Board in 2003. Mr. Palmisano was President and Chief Executive Officer through 2011, Chairman through September 2012 and senior adviser to IBM through December 2012. Mr. Palmisano is Chairman of the Center for Global Enterprises, a private, nonprofit research institution devoted to the study of contemporary corporations, globalization, economic trends and their impact on society. Mr. Palmisano was appointed by President Obama as Vice Chair of the Commission on Enhancing National Cybersecurity, a bipartisan government-industry panel that was charged with providing detailed recommendations to strengthen public and private sector cybersecurity defenses. Mr. Palmisano was also co-chair of an independent task force of the Council on Foreign Relations on cybersecurity.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Director Nominees

● — DANIEL L. VASELLA		Director since 2012
Honorary Chairman and Former Chairman and Chief Executive
Officer, Novartis AG
Other Public Directorships	● PepsiCo,
Inc. ● XBiotech	Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Finance, investment and M&A experience ● Global business leader ● Led a highly regulated business ● Brand and marketing
expertise ● Public company
governance
Other Directorships in past five
years	● Novartis
AG
American Express Committees	● Audit and Compliance,
Chair ● Nominating and
Governance ● Risk

Dr. Vasella is Honorary Chairman and Former Chairman and Chief Executive Officer of Novartis AG, a company that engages in the research, development, manufacture and marketing of health care products worldwide. Dr. Vasella served as Chairman of Novartis from 1999 to February 2013 and as Chief Executive Officer from 1996 to January 2010. From 1992 to 1996, Dr. Vasella held the positions of Chief Executive Officer, Chief Operating Officer, Senior Vice President and Head of Worldwide Development and Head of Corporate Marketing at Sandoz Pharma Ltd. Dr. Vasella is currently working as a coach to senior executives. He is a member of the International Business Leaders Advisory Council for the Mayor of Shanghai, a foreign honorary member of the Academy of Arts and Sciences, a trustee of the Carnegie Endowment for International Peace and a member of several educational institutions.

| ● — ROBERT D.
WALTER | | Director since 2002 |
| --- | --- | --- |
| Founder and Former
Chairman and Chief Executive Officer, Cardinal Health | | |
| Other Public Directorships | ● Nordstrom,
Inc. ● YUM! Brands, Inc.
(Non-executive chairman) | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Founder of a global Fortune 100 company ● Financial, investment and M&A
expertise ● Successful entrepreneur ● Public company
governance |
| Other Directorships in past five years | | |
| American Express Committees | ● Compensation and Benefits,
Chair ● Nominating and
Governance | |

Mr. Walter is founder and former Chairman and Chief Executive Officer of Cardinal Health, Inc., a company that provides products and services supporting the health care industry. Mr. Walter retired from Cardinal Health in June 2008. Prior to his retirement, he served as Executive Director from November 2007 to June 2008; Executive Chairman of the Board from April 2006 to November 2007; and Chairman and Chief Executive Officer from 1979 to April 2006. As a founder of a global Fortune 100 company, Mr. Walter has deep expertise in finance, business development and business integrations.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Board's Independence

| ● — RONALD A. WILLIAMS | | Director
since 2007 |
| --- | --- | --- |
| Former Chairman and Chief Executive Officer,
Aetna | | |
| Other Public Directorships | ● The Boeing
Company ● Johnson &
Johnson ● Envision
Healthcare | Specific
qualifications, experience, skills and expertise: ● Core business,
operations and management ● Finance, risk management and investment
expertise ● Led a highly regulated business ● Experience innovating through information
technology ● Digital, mobile and technology
experience ● Public company
governance |
| Other Directorships in past five
years | | |
| American Express Committees | ● Compensation and
Benefits ● Nominating and
Governance ● Risk,
Chair | |

Mr. Williams is former Chairman and Chief Executive Officer of Aetna Inc., a leading diversified health care benefits company. He was Chairman from October 2006 to April 2011; Chief Executive Officer from February 2006 to November 2010; and President from May 2002 to July 2007. He serves as an operating advisor to Clayton, Dubilier & Rice, LLC. He is a trustee of the Massachusetts Institute of Technology where he is also a member of the Dean’s Advisory Council and Alfred P. Sloan Management Society. He is a trustee of the Committee for Economic Development and Vice Chair of the Board of Trustees of the Conference Board, a global, independent business membership and research association working in the public interest. Prior to joining Aetna, Mr. Williams co-founded several businesses and served in senior management positions at a number of other companies.

Our Board’s Independence

13 of our 14 director nominees are independent.

Our governance principles provide that a substantial majority of our directors will meet the criteria for independence required by the New York Stock Exchange (NYSE). A director is considered independent if the Board determines that he or she does not have a material relationship with the Company. In making its annual independence determinations, the Board considers transactions between each director nominee and the Company. Our Board has established guidelines to assist it in determining director independence. These guidelines can be found within our Corporate Governance Principles and cover, among other things, employment and compensatory relationships, relationships with our auditors, customer and business relationships, and contributions to nonprofit organizations.

Based on our guidelines, the Board determined in February 2017 that all of the Board’s director nominees other than Mr. Chenault are independent.

Ambassador Barshefsky is a partner at the law firm of WilmerHale, a multi-national law firm based in Washington, D.C. From time to time and in the ordinary course of its business, WilmerHale provides legal services to American Express. Ambassador Barshefsky does not provide any such legal services, and she does not receive any compensation from the firm that is generated by or related to our payments to WilmerHale for such services. The Nominating and Governance Committee determined, based on fees paid to the firm over the past three years, that WilmerHale does not perform substantial legal services for the Company on a regular basis. The fees and expenses paid to WilmerHale represented less than one percent of the firm’s annual revenue in each of the past three years and represented less than 0.1 percent of American Express’s revenues in each such year. Further, the Nominating and Governance Committee reviewed the nature of American Express’s engagement of WilmerHale and the services rendered, including the expertise and relevant experience of the firm and the specific partners engaged to work on the matters for which we have engaged the firm, and determined that Ambassador Barshefsky’s service on American Express’s Board should not impair American Express’s ability to engage WilmerHale when American Express determines such engagements to be appropriate. The

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Corporate Governance Framework

Committee is satisfied that WilmerHale, when engaged for legal work, is chosen by American Express’s legal group on the basis of the directly relevant factors of experience, expertise and efficiency. After considering the foregoing, the Committee determined and recommended to the Board that American Express’s professional engagement of WilmerHale does not impair Ambassador Barshefsky’s independence.

Our Corporate Governance Framework

Corporate Governance Principles

Our corporate governance framework is designed to support the Company’s brand attributes of trust, security and integrity, and to promote achievement of our financial targets through responsible development and execution of our corporate strategy. Our directors understand that they serve you as shareholders in carrying out their responsibilities to oversee the operations and strategic direction of our Company. To do so effectively, our Board, along with management, regularly reviews our corporate governance principles and practices to ensure that they are appropriate and reflect high standards. In reviewing our governance principles and making recommendations, the Nominating and Governance Committee considers the views of shareholders expressed to us in meetings, as well as publicly available discourse on governance.

We have adopted a set of Corporate Governance Principles which, together with the charters of the six standing committees of the Board of Directors (Audit and Compliance, Compensation and Benefits, Innovation and Technology, Nominating and Governance, Public Responsibility, and Risk), our Code of Conduct (which constitutes our code of ethics) and the Code of Business Conduct for the Members of the Board of Directors, provide our governance framework. Key governance policies and processes also include our whistleblower policy, our comprehensive enterprise-wide risk management program, our commitment to transparent financial reporting and our systems of internal checks and balances. Comprehensive management policies, many of which are approved at the board level, guide the Company’s operations.

You may view the following documents by clicking on the “Corporate Governance” link found on our investor relations webpage at http://ir.americanexpress.com and then selecting “Governance Framework.” You may also access our Investor Relations webpage through our main website at www.americanexpress.com by clicking on the “About American Express” link, which is located at the bottom of the Company’s homepage. You may also obtain free copies of the following materials by writing to our Company's Secretary at our headquarters:

| ● | Corporate Governance
Principles |
| --- | --- |
| ● | Charters for each of the six
standing Board committees |
| ● | Code of Conduct for Employees (which
constitutes our code of ethics) |
| ● | Code of Business Conduct for Members
of our Board |
| ● | Whistleblower
Policy |

COMMITMENT TO INTEGRITY AND TRUST We seek to achieve strong results for our shareholders through a commitment to high standards of ethical behavior and integrity, sound governance and risk management practices, a strong ethos of customer service and a commitment to giving back to the communities in which we work and operate. Leaders are responsible to demonstrate the highest standards of integrity in all dealings with fellow employees, customers, suppliers and the community at large.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Corporate Responsibility at American Express

Director Stock Ownership

Our governance principles provide that non-management directors are required to obtain a personal holding of shares (directly or through share equivalent units) with a value of $1 million within five years of joining the Board.

Majority Voting Standard for Director Elections

In a non-contested election, directors are elected by a majority of “for” votes cast by shareholders. (A non-contested election is an election where the number of nominees is the same as the number of directors to be elected.) If a director receives a greater number of votes “against” than votes “for” his or her election, the director is required to immediately submit his or her resignation to the Board. The Board, excluding such individual, will decide whether or not to accept such resignation and will promptly disclose and explain its decision in a Form 8-K filed with the Securities and Exchange Commission (SEC).

In a contested election, the director nominees who receive the plurality of votes cast are elected as directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An election is considered contested under our certificate of incorporation if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the fourteenth day prior to the date on which we file our definitive proxy statement with the SEC.

Proxy Access

A shareholder or group of no more than 20 shareholders that has owned at least 3 percent of our common shares for at least 3 years may nominate directors to our Board and include the nominees in our proxy materials to be voted on at our annual shareholder meeting. The maximum number of shareholder nominees that will be included in our proxy materials with respect to any such annual meeting is the greater of (i) two or (ii) 20 percent of directors to be elected. A shareholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Secretary under the terms of our by-laws.

Corporate Responsibility at American Express

Community

At American Express, we believe that serving our communities is not only integral to running a business successfully; it is one of our responsibilities as citizens of the world. The mission of our corporate social responsibility program is to bring to life the American Express value of good corporate citizenship by supporting communities in ways that enhance the Company’s reputation with employees, customers, business partners and other stakeholders.

Environment

In the past few years, we have taken measurable actions to reduce our global carbon footprint, optimize the efficiency and sustainability of our workplace, support our customers in reducing their own environmental footprints and encourage our suppliers and employees to act in more sustainable ways. For example, we reduced our carbon emissions by 27.5 percent between 2007 and 2012. Building on this achievement, American Express committed to reducing absolute greenhouse gas emissions by 10 percent globally (vs. 2011 baseline) by the end of 2016. For additional information regarding Corporate Responsibility at American Express, please see pages 36-37.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Board's Role and Responsibilities, Structure and Processes

Our Board’s Role and Responsibilities, Structure and Processes

How Our Board Engages in CEO and Key Executive Succession Planning

A primary board responsibility is to ensure that we have the appropriate management talent to pursue our strategies successfully. The Board plans for CEO succession and oversees management’s planning for succession of other key executive positions. Our board calendar includes at least one meeting each year at which the Board conducts a detailed review of the Company’s talent strategies, leadership pipeline and succession plans for key executive positions. As the market for top talent in our industry is highly competitive, the Compensation and Benefits Committee oversees how we retain key talent.

The entire Board of Directors is involved in the critical aspects of the CEO succession planning process, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates and making key management succession decisions. Succession is regularly discussed with the CEO as well as without the CEO present in executive sessions of the Board. The Board makes sure that it has adequate opportunities to meet with and assess development plans for potential CEO successors to address identified gaps in skills and attributes. This occurs through various means, including informal meetings, board dinners, presentations to the Board and committees, attendance at board meetings and the comprehensive annual talent review. In addition, the Board has developed an emergency CEO succession plan.

How We Manage Risk

We use our comprehensive Enterprise Risk Management (ERM) program to identify, aggregate, monitor and manage risks. The program also defines our risk appetite, governance, culture and capabilities. The implementation and execution of the ERM program is headed by our Chief Risk Officer.

There are several internal management committees, including the Enterprise-wide Risk Management Committee (ERMC), chaired by our Chief Risk Officer, which oversee risks. The ERMC is the highest-level management committee to oversee all firm-wide risks. It maintains the enterprise-wide risk appetite framework and monitors compliance with limits and escalations defined in it. The ERMC oversees implementation of risk policies across the Company with approval by the appropriate Board committee. The ERMC reviews key risk exposures, trends and concentrations, significant compliance matters, economic capital and Basel capital trends, and provides guidance on the steps to monitor, control and report major risks. The ERMC is responsible for risk governance, risk oversight and risk appetite for all risks, including individual credit risk, institutional credit risk, operational risk, compliance risk, reputational risk, market risk, asset liability management risk, liquidity risk, model risk and strategic and business risk.

How our Board Oversees Risk Management

Risk management is overseen by our Board of Directors through three Board committees: Risk, Audit and Compliance, and Compensation and Benefits. Each committee consists entirely of independent directors and provides regular reports to the Board regarding matters reviewed at their committee. The committees meet regularly in private sessions with our Chief Risk Officer, the Chief Compliance Officer, the General Auditor and other senior management with regard to our risk management processes, controls, talent and capabilities.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Board's Role and Responsibilities, Structure and Processes

The risk management roles and responsibilities of these committees are:

| Risk Committee ● Provides oversight of our enterprise-wide risk management
framework, processes and methodologies. Approves our ERM policy, which
covers risk governance, risk oversight and risk appetite, including
individual credit risk, institutional credit risk, market risk, liquidity
risk, operational risk, reputational risk, compliance risk, model risk,
asset liability risk and strategic and business risk. Our ERM
policy: – Defines the authorized risk
limits to control exposures within our risk capacity and risk tolerance,
including stressed forward-looking scenarios – Establishes principles for
risk taking in the aggregate and for each risk type, and is supported by a
comprehensive system for monitoring limits, escalation triggers and
assessing control programs ● Reviews and concurs in the appointment, replacement, performance
and compensation of our Chief Risk Officer ● Receives regular updates from the Chief Risk Officer on key risks,
transactions and exposures ● Reviews our risk profile against the tolerances specified in the
Risk Appetite Framework, including significant risk exposures, risk trends
in our portfolios and major risk concentrations ● Provides oversight of our compliance with Basel capital and
liquidity standards and our Internal Capital Adequacy Assessment Process,
including the Comprehensive Capital Analysis and Review (CCAR) submissions
and resolution planning | | |
| --- | --- | --- |
| | ● | |
| Audit and Compliance
Committee ● Assists the Board in its
oversight responsibilities relating to the integrity of our financial
statements and financial reporting process, internal and external
auditing, including the qualifications and independence of the independent
registered public accounting firm and the performance of our internal
audit services function, and the integrity of our systems of internal
accounting and financial controls ● Provides oversight of our Internal Audit Group ● Reviews and concurs in the appointment, replacement, performance
and compensation of our General Auditor and approves Internal Audit’s
annual audit plan, charter, policies and budget ● Receives regular updates on the audit plan’s status and results
including significant reports issued by Internal Audit and the status of
our corrective actions ● Reviews and approves our compliance policies, which includes our
Compliance Risk Tolerance Statement ● Reviews the effectiveness of our Corporate-wide Compliance Risk
Management Program | ● | Compensation and Benefits
Committee ● Works with the Chief Risk Officer to ensure our overall
compensation programs, as well as those covering our business units and
risk-taking employees, appropriately balance risk with business incentives
and that business performance is achieved without taking imprudent or
excessive risk – Our Chief Risk Officer is
actively involved in setting goals, including for our business
units – Our Chief Risk Officer also
reviews the current and forward-looking risk profiles of each business unit
and provides input into performance evaluations – Our Chief Risk Officer
meets with the Committee and attests whether performance goals and results
have been achieved without taking imprudent risks ● Uses
a risk-balanced incentive compensation framework to decide on our bonus
pools and the compensation of senior executives |

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Board’s Role and Responsibilities, Structure and Processes

Our Board Leadership

Our Board is led by a combination of Mr. Chenault, Chairman and Chief Executive Officer, and Mr. Walter, our Lead Independent Director, supplemented by active committee chairs and independent-minded, skilled and committed directors. Our Board believes that this structure creates an environment in which the Board can work effectively and appropriately challenge management.

Our Nominating and Governance Committee evaluates the effectiveness of our Board as part of the annual board evaluation process. The Committee believes that Mr. Chenault’s leadership as Chairman (in particular, his knowledge of our business, his transparency, openness and responsiveness to feedback, and his ability to draw on the resources and expertise of the Board to make sure that all directors actively contribute to the discussion) has promoted board focus on the most impactful areas, effective board challenge and responsible decision-making. In addition, Mr. Walter’s role and responsibilities are robust, and he devotes significant time to his position. He has a deep knowledge of our Company and history and the trust and confidence of the Board that he will appropriately represent the directors’ views, present feedback to management and monitor that the feedback is appropriately addressed. Mr. Walter was reelected Lead Independent Director in February 2017 by the independent directors upon the recommendation of the Nominating and Governance Committee. He has served in this role since 2011.

| Our Board Chairman | Our Lead Independent
Director |
| --- | --- |
| ● Draws on his knowledge of
our business, operations, industry and competitive developments, key
customers and business partners in setting the agenda and focusing board
discussions ● Presents our message and
strategy to shareholders, employees, regulators, customers and the public.
Communicates feedback from these stakeholders to directors in a timely and
open manner ● Provides timely, open and
transparent communication of significant matters to
directors ● Calls special meetings of
directors when necessary and otherwise updates board members between
meetings through one-on-one or group phone calls ● Ensures that he is available
to all directors between meetings ● Leads meetings in a way that
generates healthy debate and exchange of viewpoints from all directors so
that board meetings are productive group
discussions ● Communicates to the entire
organization the culture of integrity and ethical behavior that the Board
expects ● Meets regularly with the
Lead Independent Director to receive feedback from the Board, set agendas
and discuss board functioning ● Engages with shareholders
and analysts ● Meets with key
regulators | ● Evolves his role as
circumstances change and devotes significant time to understanding our
business and key developments and reaching out to the Chairman and other
directors between meetings ● Presides at all meetings of
the Board at which the Chairman is not present. Leads non-management
director executive sessions at every regular board meeting and sessions of
the independent directors, presents feedback to the CEO and makes sure
that feedback is appropriately addressed ● Has the authority to call meetings of the
independent directors ● Serves as liaison between
the Chairman and the independent directors. Works with the Chairman to
make sure that all director viewpoints are considered and that decisions
are appropriately made ● Approves information sent to
the Board ● Approves meeting agendas for
the Board ● Approves meeting schedules
to ensure that there is sufficient time for discussion of all agenda
items ● Meets with directors between
meetings ● Engages with
shareholders ● Performs such other duties
as the independent directors may designate from time to
time |

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Board's Role and Responsibilities, Structure and Processes

Our Non-Management Director Executive Sessions

Executive sessions of non-management directors, led by our Lead Independent Director, enable the Board to discuss matters such as strategy, CEO and senior management performance and compensation, succession planning and board effectiveness without management present. Our non-management directors meet in executive session at each regularly scheduled board meeting. Any director may request additional executive sessions of non-management or independent directors. During 2016, our independent directors met in executive session at 8 meetings.

Our Board Evaluation Process

Our Board continually seeks to improve its performance. Conducting a robust self-assessment presents the opportunity to examine the Board’s effectiveness and practices and identify areas for improvement.

Our Board evaluations cover the following areas:

✓	Board effectiveness
✓	Board and committee
composition
✓	Satisfaction with the performance of the
Chairman
✓	Satisfaction with the performance of the Lead
Independent Director
✓	Access to the Chief Executive Officer and other
members of senior management
✓	Quality of the board discussions and balance
between presentations and discussion
✓	Quality of materials presented to
directors
✓	Board and committee information
needs
✓	Satisfaction with board agendas and the frequency
of meetings and time allocations
✓	Areas where directors want to increase their
focus
✓	Board dynamics and
culture
✓	Director access to experts and
advisors
✓	Satisfaction with the format of the
evaluation

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Our Board's Role and Responsibilities, Structure and Processes

The table below summarizes our Board Evaluation process.

1	2	3	4
Our Nominating and Governance Committee reviews our Corporate
Governance Principles in light of general corporate governance
developments and practices suggested by governance organizations and
investors, and recommends changes that it believes are appropriate to
maintain high standards of governance.	The format is reviewed by the
Nominating and Governance Committee. We currently use a questionnaire
that is tailored to address the significant processes that drive board
effectiveness. The questionnaire elicits discussion through open-ended
questions.	The Company’s Secretary summarizes
the responses, showing trends since the prior year and written comments,
which are shared with the Board and committee members. Responses are not
attributed to specific individuals to promote candor.	The Chairman of the Nominating and Governance Committee and each committee
chair leads discussions of the Board and each committee, using the
questionnaire as a guide. Management is not present. Committee chairs
report on their evaluations to the full Board. As an outcome of the discussions, directors deliver feedback
to the Chairman of the Board and suggest changes and areas for
improvement.

5 Actions Examples of changes made in response to this process over the years have included: ● Formed the Innovation and Technology Committee to enable a deeper focus in this area ● Enhanced the information regularly provided to directors ● Changed the format of board meetings to enable more time for director discussion with and without the CEO present ● Changed the format of materials to combat “information overload” and to enable directors to focus on the key data ● Increased informal meetings between directors and key executives ● Provided director training on emerging risk areas ● Added international board members and increased the diversity of the Board

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Shareholder Engagement

Shareholder Engagement

Our Board’s Commitment to Shareholder Engagement

Why We Engage

We have embraced a robust shareholder engagement process for many years. Our directors and management recognize the benefits that come from this dialogue. We engage with shareholders throughout the year in order to:

| ✓ | Provide visibility and transparency into our business, our
performance and our governance practices |
| --- | --- |
| ✓ | Discuss with our shareholders the issues that are important to
them, hear their expectations for us and share our
views |
| ✓ | Assess emerging issues that may affect our business, inform our
decision making, enhance our corporate disclosures and help shape our
practices |

How We Engage

| Investor
Relations and Senior Management We provide institutional investors with many opportunities to
provide feedback to our Board and senior management. We participate
in: ✓ Formal events ✓ One-on-one meetings ✓ Group meetings throughout the year To learn more about our engagement
with institutional investors, you may visit our investor relations website
at http://ir.americanexpress.com. |
| --- |
| Secretary and Chief Governance
Officer We engage with
governance representatives of our major shareholders through in-person
meetings and conference calls that occur during and outside of the proxy
season. Members of the corporate governance, investor relations and
executive compensation groups discuss, among other matters, company
performance, emerging governance practices generally and specifically with
respect to our Company, the reasons behind a shareholder’s voting
decisions at prior meetings, our executive compensation practices and our
corporate social responsibility practices. |
| Board
Involvement We make our Lead
Independent Director available for engagement with large shareholders,
including participating in joint investor relations and corporate
governance meetings. We deliver feedback to our directors regarding these
shareholder meetings. |

Since January 2016, we have engaged with investors representing over 53 percent of shares outstanding.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Board Committees

How To Communicate With Our Board

You may communicate with the Board or an individual director by letter, email or telephone, directed in care of the Company’s Secretary, who will forward your communication to the intended recipient. However, at the discretion of the Secretary, unsolicited advertisements or invitations to conferences or promotional material may not be forwarded.

If you wish to communicate a concern about our financial statements, accounting practices or internal controls, please direct your concern to the Chair of the Audit and Compliance Committee. If the concern relates to our governance practices, business ethics or corporate conduct, it should be directed to the Chair of the Nominating and Governance Committee or the Lead Independent Director. Matters relating to executive compensation may be directed to the Chair of the Compensation and Benefits Committee. If you are unsure of the category to which your concern relates, you may communicate it to any one of the independent directors, to the Lead Independent Director or to the Chairman.

Please direct such communications in care of the Secretary as follows:

Carol V. Schwartz Secretary and Chief Governance Officer American Express Company 200 Vesey Street New York, NY 10285 (212) 640-2000 corporatesecretarysoffice@aexp.com

Board Committees

Board Committee Responsibilities

Audit and Compliance Committee

Members: John J. Brennan Ralph de la Vega Anne L. Lauvergeon Michael O. Leavitt Daniel L. Vasella (Chair) Independence: Each member of the Committee is independent and financially literate Audit Committee Financial Expert: Mr. Brennan meets the requirements as defined by SEC rules Meetings in Fiscal Year 2016: 12 RESPONSIBILITIES: ● Assists the Board in its oversight of the integrity of our financial statements and financial reporting processes, and internal and external auditing, including the qualifications and the independence of the independent registered public accounting firm, the performance of the Company’s internal audit services function, the integrity of our systems of internal control over financial reporting, and legal and regulatory compliance. See page 41 under Report of the Audit and Compliance Committee for additional information regarding the duties of the Committee with respect to oversight of our financial reporting process ● Appoints, replaces, reviews and evaluates the qualifications of the Company’s independent registered public accounting firm ● Oversees the process for the receipt, retention and treatment, on a confidential basis, of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters ● Reviews and discusses reports from management regarding significant reported ethics violations under our code of conduct and other corporate governance policies ● Meets regularly in executive session with management, the Company’s General Auditor, the Company’s independent registered public accounting firm and the Company’s Chief Compliance Officer

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Board Committees

Compensation and Benefits Committee

Members: Ursula M. Burns Peter Chernin Samuel J. Palmisano Robert D. Walter (Chair) Ronald A. Williams Independence: Each member of the Committee is independent Meetings in Fiscal Year 2016: 4 RESPONSIBILITIES: ● Oversees the compensation of our executive officers and designated key employees ● Oversees our employee compensation plans and arrangements and employee benefit plans ● Approves an overall compensation philosophy and strategy for the Company and its executive officers, including the selection of performance measures aligned with our business strategy, and the review of our compensation practices so that they do not encourage imprudent risk taking ● Evaluates potential conflicts of interest with respect to its advisors Compensation and Benefits Committee Interlocks and Insider Participation: None of the current members of the Committee is a former or current officer or employee of the Company or any of its subsidiaries. None of them has any relationship required to be disclosed under this caption under the rules of the SEC.

Innovation and Technology Committee

Members: Charlene Barshefsky Ralph de la Vega Michael O. Leavitt Theodore J. Leonsis (Chair) Meetings in Fiscal Year 2016: 4 RESPONSIBILITIES: ● Assists the Board in its oversight of strategic innovation and technology initiatives ● Reviews our digital and technology strategy, our transformation initiatives and our digital product innovations ● Reviews metrics on innovation and digital and technology developments and technology progress

Nominating and Governance Committee

Members: Peter Chernin (Chair) Samuel J. Palmisano Daniel L. Vasella Robert D. Walter Ronald A. Williams Independence: Each member of the Committee is independent Meetings in Fiscal Year 2016: 7 RESPONSIBILITIES: ● Considers and recommends candidates for election to the Board ● Advises the Board on director compensation ● Oversees the annual performance evaluation process for the Board and Board committees ● Advises the Board on corporate governance and board leadership ● Discusses feedback from shareholders regarding governance practices and advises on shareholder engagement practices ● Administers the Related Person Transaction Policy ● Supports the Board with respect to management succession planning

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Compensation of Directors

Public Responsibility Committee

Members: Charlene Barshefsky (Chair) Anne L. Lauvergeon Theodore J. Leonsis Richard C. Levin Meetings in Fiscal Year 2016: 3 RESPONSIBILITIES: ● Reviews legislation, regulations and policies affecting us, our philanthropic programs, our political action committee, our corporate political contributions and our government relations activities ● Reviews legislation, regulations and policies affecting the communities in which we operate and our environmental and social programs and practices Political Engagement Activities: We communicate with policymakers on public policy issues important to the Company. In addition to our advocacy efforts, we participate in the political process through the American Express Political Action Committee (AXP PAC) and through corporate political contributions in those jurisdictions where it is permissible to do so. AXP PAC is funded solely by voluntary employee contributions and does not contribute to presidential campaigns. We maintain comprehensive compliance procedures to ensure that our activities are conducted in accordance with all relevant laws, and management regularly reports to the Public Responsibility Committee regarding its engagement in the public policy arena and its political contributions. Information regarding our Company’s political activities, including U.S. political contributions, may be found at http://about.americanexpress.com/news/pap.aspx.

Risk Committee

Members: John J. Brennan Ursula M. Burns Richard C. Levin Daniel L. Vasella Ronald A. Williams (Chair) Independence: Each member of the Committee is independent Meetings in Fiscal Year 2016: 8 RESPONSIBILITIES: ● Assists the Board in its oversight of the Company’s enterprise-wide risk management framework and the policies and procedures established by management to identify, assess, measure and manage key risks facing the Company ● Assists the Board in its oversight of management’s execution of capital management, liquidity planning and resolution planning ● Meets regularly in executive session with the Company’s Chief Risk Officer. Please see “How our Board Oversees Risk Management” on pages 24-25 for additional information regarding the activities of the Committee

Compensation of Directors

The Nominating and Governance Committee reviews director compensation. The Committee’s objectives are to compensate our directors in a manner that attracts and retains highly qualified directors and aligns the interests of our directors with those of our long-term shareholders. In 2016, the Committee engaged an independent compensation advisory firm, Semler Brossy Consulting Group, to assist the Committee in its review of the competitiveness and structure of the Company’s non-management director compensation.

This review included a benchmark of our director compensation against the 20 companies that our Compensation and Benefits Committee examines as a source of benchmarking data when examining the competitiveness of our executive compensation practices, as well as the S&P 100 and certain financial institutions. After completing its review, the Nominating and Governance Committee determined not to change the amount or form of director compensation.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Compensation of Directors

The following table provides information on the 2016 compensation of non-management directors who served for all or a part of 2016. We reimburse directors for reasonable out-of-pocket expenses attendant to their board service.

| Name | Fees Earned or Paid in
Cash (1) | Stock
Awards (2) | All
Other Compensation (3) | Total |
| --- | --- | --- | --- | --- |
| Charlene Barshefsky | $ 115,000 | $ 165,000 | $ 74,062 | $ 354,062 |
| Ursula M. Burns | $ 125,000 | $ 165,000 | $ 75,450 | $ 365,450 |
| Peter Chernin | $ 130,000 | $ 165,000 | $ 38,917 | $ 333,917 |
| Ralph de la Vega | $ 90,000 | $ 165,000 | $ 1,834 | $ 256,834 |
| Anne L. Lauvergeon | $ 120,000 | $ 165,000 | $ 13,664 | $ 298,664 |
| Michael O. Leavitt | $ 120,000 | $ 165,000 | $ 14,535 | $ 299,535 |
| Theodore J. Leonsis | $ 115,000 | $ 165,000 | $ 22,846 | $ 302,846 |
| Richard C. Levin | $ 120,000 | $ 165,000 | $ 42,200 | $ 327,200 |
| Samuel J. Palmisano | $ 110,000 | $ 165,000 | $ 12,248 | $ 287,248 |
| Daniel L. Vasella | $ 160,000 | $ 165,000 | $ 18,106 | $ 343,106 |
| Robert D. Walter | $ 160,000 | $ 165,000 | $ 66,096 | $ 391,096 |
| Ronald A. Williams | $ 168,750 | $ 165,000 | $ 62,072 | $ 395,822 |

| (1) | Annual Retainers. For
service in 2016, we paid non-management directors an annual retainer of
$95,000 for board service and an additional annual retainer of $20,000 to
members (including the Chairs) of the Audit and Compliance and Risk
Committees, $10,000 to members (including the Chair) of the Compensation
and Benefits Committee and $5,000 to members (including the Chairs) of the
Innovation and Technology, Nominating and Governance, and Public
Responsibility Committees. We also paid an annual retainer to the Chair of
each of the Board committees as follows: Audit and Compliance,
Compensation and Benefits, Nominating and Governance and Risk, $20,000;
Innovation and Technology and Public Responsibility, $10,000. We pay no
fees for attending meetings, but the annual retainer for board service of
$95,000 is reduced by $20,000 if a director does not attend at least 75
percent of his or her aggregate board and committee meetings. Our Lead
Independent Director also receives an annual retainer of $25,000 (provided
that if he or she is also the Chair of the Nominating and Governance
Committee, the Lead Independent Director will not receive the annual
retainer for service as Chair of that Committee). |
| --- | --- |
| | All the non-management directors, except for Ms. Burns,
deferred all or a portion of their 2016 retainers into a cash account, a
share equivalent unit account, or both, under the deferred compensation
plan described below in footnote 2. |
| (2) | Share Equivalent Unit Plan. To align our non-management directors’ annual compensation with
shareholder interests, each non-management director is credited with
common share equivalent units (SEUs) upon election or reelection at each
annual meeting of shareholders. Each SEU reflects the value of one common
share. Directors receive additional SEUs as dividend equivalents on the
units in their accounts. SEUs do not carry voting rights and must be held
at least until a director ends his or her service on the Board. Each SEU
is payable in cash equal to the then value of one common share at the time
of distribution to the director. On May 2, 2016, the date of last year’s
annual meeting, each non-management director elected to the Board was
credited with SEUs having a value of $165,000, which consisted of 2,580
SEUs, based on the market price of our common shares for the 15 trading
days immediately preceding such date. We report in this column the
aggregate grant date fair value of these SEUs in accordance with FASB ASC
Topic 718, Compensation – Stock Compensation. |
| | Deferred Compensation Plan for Directors. Non-management directors may defer the receipt of
up to 100 percent of their annual cash retainer fees into either: (1) a
cash account in which amounts deferred will be credited at the rate of 120
percent of the applicable federal long-term rate for December of the prior
year or (2) their SEU account. Under either alternative, directors will
receive cash payments and will not receive shares upon payout of their
deferrals. |
| | The balances in directors’ SEU accounts at December 31,
2016 are set forth in the table below. These amounts represent the
aggregate number of SEUs granted under the Share Equivalent Unit Plan for
all years of service as a director, additional units credited as a result
of the reinvestment of dividend equivalents and, for directors who
participated in the SEU option under our deferred compensation plan for
directors, retainer amounts deferred into their SEU account and dividend
equivalents thereon. |

| Name | Number of
SEUs |
| --- | --- |
| C. Barshefsky | 57,370 |
| U.M. Burns | 65,349 |
| P. Chernin | 34,299 |
| R. de la Vega | 3,289 |
| A.L. Lauvergeon | 13,944 |
| M.O. Leavitt | 7,885 |
| T.J. Leonsis | 21,702 |
| R.C. Levin | 30,290 |
| S.J. Palmisano | 11,633 |
| D.L. Vasella | 18,089 |
| R.D. Walter | 50,600 |
| R.A. Williams | 55,544 |

(3) Insurance. We provide our non-management directors with group term life insurance coverage of $50,000. The group life insurance policy is provided to the directors on a basis generally available to all company employees. This column includes the premium paid for such coverage.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Director and Officer Liability Insurance

| Dividend Equivalents. Dividend equivalents are reinvested in
additional units for all directors based upon total SEUs held at the time
of company quarterly dividend payment dates. This column includes the fair
market value of the dividend equivalents received by the directors during
2016 in these amounts: Amb. Barshefsky $66,016; Ms. Burns $75,404; Mr.
Chernin $38,871; Mr. de la Vega $1,803; Ms. Lauvergeon $13,618; Gov.
Leavitt $6,489; Mr. Leonsis $22,800; Mr. Levin $34,154; Mr. Palmisano
$12,202; Dr. Vasella $18,060; Mr. Walter $58,050; and Mr. Williams
$62,026. |
| --- |
| Directors’ Charitable Award
Program. We maintain a Directors’
Charitable Award Program for directors elected prior to July 1, 2004. To
fund this program, we purchased joint life insurance on the lives of
participating directors, including Mr. Chenault. The death benefit of
$500,000 funds a donation to a charitable organization that the director
recommends. The Company paid no premiums in 2016. |
| Matching Gift Program. Directors are eligible to participate in the
Company’s Matching Gift Program on the same basis as company employees.
Under this program, the American Express Foundation matches gifts to
approved charitable organizations up to $8,000 per calendar year. This
column includes the amounts matched with respect to calendar year
2016. |

Director and Officer Liability Insurance

We have an insurance program in place to provide coverage for director and officer liability and for fiduciary liability arising from employee benefit plans we sponsor. The coverage for director and officer liability provides that, subject to the policy terms and conditions, the insurers will: (i) reimburse us when we are legally permitted to indemnify our directors and officers; (ii) pay losses, including settlements, judgments and legal fees, on behalf of our directors and officers when we cannot indemnify them; and (iii) pay our losses resulting from certain securities claims. The fiduciary liability portion of the program covers: us, our employee benefit plans and the directors, trustees and employees who serve as fiduciaries for our employee benefit plans. Subject to the policy terms and conditions, it covers losses from alleged breaches of fiduciary or administrative duties, as defined in the Employee Retirement Income Security Act of 1974 or similar laws or regulations. A portion of the program is blended with certain other insurances covering the Company.

Effective from November 30, 2016 to November 30, 2017, this insurance is provided by a consortium of insurers. ACE American Insurance Company is the lead insurer. XL Specialty Insurance Company, Illinois National Insurance Company, Allied World Assurance Company Ltd., Freedom Specialty Insurance Company, Continental Casualty Company, Everest National Insurance Company, American International Reinsurance Company Ltd., Markel Bermuda Ltd., Starr Indemnity and Liability Company, National Liability & Fire Insurance Company and QBE Insurance Corporation provide excess coverage. The program also includes supplemental layers dedicated exclusively to providing coverage for directors and officers when we cannot indemnify them. The supplemental layers are provided by XL Specialty Insurance Company, Zurich American Insurance Company, Federal Insurance Company, Illinois National Insurance Company, Freedom Specialty Insurance Company, Continental Casualty Company, Everest National Insurance Company, U.S. Specialty Insurance Company, Travelers Casualty & Surety Company of America, Starr Indemnity and Liability Company, Allied World Assurance Company Ltd., American International Reinsurance Company Ltd., Chubb Bermuda Insurance Ltd. and certain Lloyd’s of London syndicates. We expect to obtain similar coverage upon expiration of the current program. The annual premium for the program is approximately $4.5 million.

Certain Relationships and Transactions

In the ordinary course of our business, we engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations. Some of our directors, director nominees, executive officers, greater than 5 percent shareholders, and their immediate family members (each, a Related Person) may be directors, officers, partners, employees or shareholders of these entities. We carry out transactions with these entities on customary terms and, in many instances, these Related Persons may not have knowledge of them. To the Company’s knowledge, since January 1, 2016, no Related Person has had a material interest in any of our ongoing business transactions or relationships except as described below.

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CORPORATE GOVERNANCE AT AMERICAN EXPRESS Certain Relationships and Transactions

Our Related Person Transaction Policy

Our written Related Person Transaction Policy governs company transactions, arrangements and relationships involving more than $120,000 in which a Related Person has a direct or indirect material interest (Related Person Transactions). Under the policy, Related Person Transactions must be approved by the Nominating and Governance Committee. The Committee will only approve a transaction if, after reviewing the relevant facts and circumstances, it determines that the transaction is consistent with the best interests of the Company. In the event we become aware of a Related Person Transaction that was not pre-approved under the policy, the Committee will consider the options available, including ratification, revision or termination of the transaction. The policy does not supersede any other company policy or procedure that may apply to any Related Person Transaction, including our Corporate Governance Principles and codes of conduct.

The Company’s Secretary is responsible for assisting the Nominating and Governance Committee in carrying out its responsibilities, and management is required to present to the Committee the material facts of any transaction that it believes may require review. In cases where it is impracticable or undesirable to delay a decision on a proposed transaction until the next meeting of the Committee, the Chair of the Committee may review and approve the transaction and then report any approval to the full Committee at its next regularly scheduled meeting. If a matter before the Committee involves a member of the Committee, the member must be recused and may not participate in deliberations or vote on the matter.

Pre-Approved Categories of Related Person Transactions

The Nominating and Governance Committee has pre-approved the following categories of transactions as being consistent with the best interests of the Company. These categories, which may constitute Related Person Transactions, are:

| ● | Executive officer compensation
arrangements approved by the Board or the Compensation and Benefits
Committee |
| --- | --- |
| ● | Non-employee director compensation
approved by the Board or the Nominating and Governance Committee |
| ● | Director and officer insurance
payments and indemnification payments made in accordance with the
Company’s charter or by-laws |
| ● | Transactions in the ordinary course
of business with entities at which a Related Person is a director,
executive officer, employee and/or a less than 10 percent beneficial
owner, provided the amounts involved do not exceed the greater of $1
million or 1 percent of the other entity’s annual
revenues |
| ● | Transactions in which the rates or
charges are determined by competitive bids |
| ● | Contributions by the Company or the
American Express Foundation to a charitable organization at which a
Related Person serves as a director, executive officer and/or trustee,
provided that the aggregate annual amount of such contributions, excluding
contributions under the Company’s gift match program and contributions
under the Company’s Directors’ Charitable Award Program, do not exceed the
lesser of $1 million or 2 percent of the organization’s total annual
revenues |
| ● | Use of the Company’s products and
services on terms and conditions similar to those available to other
customers or employees generally in similar circumstances or of like
credit-worthiness and |
| ● | Transactions in which all
shareholders receive the same benefits on a pro-rata
basis |

Related Party Transactions

Our executive officers and directors may from time to time take out loans from certain of our subsidiaries on the same terms that these subsidiaries offer to the general public. For example, our two U.S. card- issuing banks may extend credit to our directors and executive officers under our charge or lending products. All indebtedness from these transactions is in the ordinary course of our business and is on the

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same terms, including interest rates and collateral, in effect for comparable transactions with other people. Such indebtedness involves normal risks of collection and does not have features or terms that are unfavorable to our subsidiaries. Our executive officers and directors may also have transactions with us involving other goods and services, such as travel services and investments in deposit products offered by subsidiaries of the Company. These transactions are also in the ordinary course of our business, and we provide them on terms that we offer to our customers generally. Occasionally, we may have employees who are related to our executive officers, directors or director nominees. We compensate these individuals in a manner consistent with our practices that apply to all employees. The adult son of Mr. John Hayes, a former executive officer, is employed by the Company in a non-executive position and received compensation in 2016 of between $143,000 and $211,000. The compensation and other terms of employment of Mr. Hayes’ son are determined on a basis consistent with the Company’s human resources policies.

Certain executive officers, directors and members of their immediate families are directors, employees or have equity interests in companies with whom the Company has entered into ordinary course business relationships from time to time and with whom the Company may enter into additional ordinary course business relationships. These may include ordinary course merchant acceptance relationships pursuant to which these companies accept our charge and credit card products and pay us fees when their customers use these cards, as well as use of the Company’s cards and financial and other products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally. From time to time, we may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage customers to apply for and use our cards. We also may provide ordinary course commercial card and bill payments services or business insights to some of these companies, for which these companies pay fees to us. We may engage in other commercial transactions with these companies, and pay or receive fees in those transactions. We have a number of similar ordinary course relationships with Berkshire Hathaway Inc. and its subsidiaries. We have also purchased insurance and other products from subsidiaries of Berkshire Hathaway Inc. in the ordinary course of business and on arm’s-length terms.

Corporate Responsibility at American Express

Community

At American Express, we believe that serving our communities is not only integral to running a business successfully, it is one of our responsibilities as citizens of the world. The mission of our corporate social responsibility program is to bring to life the American Express value of good corporate citizenship by supporting communities in ways that enhance the Company’s reputation with employees, customers, business partners and other stakeholders. We do this by supporting visionary nonprofit organizations that are:

| ● | Preserving and sustaining unique historic places for the
future |
| --- | --- |
| ● | Developing new nonprofit leaders for tomorrow |
| ● | Encouraging community
service where our employees and customers live and
work |

We realize the importance of preserving cultural assets around the world and, over the years, American Express has contributed more than $65 million to historical preservation-related projects. To commemorate the 100th Anniversary of the National Park Service, we partnered with the National

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Trust for Historic Preservation and National Geographic Society on a unique public awareness campaign, Partners in Preservation: National Parks, which engaged 1.1 million community participants. Through this campaign, American Express provided financial support to preserve historic sites at several National Parks, including Yellowstone, the Grand Canyon, the Smoky Mountains and Yosemite, to name a few.

Recognizing the difference that effective leadership can make, we also support programs that help nonprofit groups develop talent within their organizations so they are better prepared to tackle the important issues of today and tomorrow. In 2016, American Express supported the training of nearly 6,000 emerging nonprofit leaders through grants to over 100 nonprofit organizations worldwide totaling over $8 million. Additionally, in an effort to scale leadership development, we reached over 78,000 leaders through online programs. By helping nonprofits increase their capacity to engage the public and our employees as volunteers, we have mobilized hundreds of thousands of volunteers across the globe. These projects address a wide range of causes including environmental stewardship, access to education, health and wellness, youth mentoring and efforts to supply basic needs in underserved communities. Included in these efforts are the Company’s programs that engage our employees in charitable giving and community service.

In 2016, our volunteer program — Serve2Gether — engaged over 16,000 volunteer employees resulting in over $4 million in donated time and talent. Our employee giving campaign — Give2Gether — resulted in over $9 million in support to over 6,000 charitable organizations in the United States, Canada and India. Through Serve2Gether Consulting, which engages our employees in short-term pro bono consulting projects, we delivered over 11,000 hours of consulting service valued at over $1.7 million to nonprofit organizations and social entrepreneurs worldwide.

We also have a long history of helping people in times of trouble. American Express and its employees have provided humanitarian relief to victims of disasters — including wildfires, floods, earthquakes, tsunamis and other disasters. In the last decade, American Express has provided assistance for over 50 disasters in more than 35 countries, including Japan, Haiti, the Philippines and the northeastern United States following Superstorm Sandy.

Environment

In the past few years, we have taken measurable actions to reduce our global carbon footprint, optimize the efficiency and sustainability of our workplace, support our customers in reducing their own environmental footprints and encourage our suppliers and employees to act in more sustainable ways. For example, we reduced our carbon emissions by 27.5 percent between 2007 and 2012. Building on this achievement, American Express committed to reducing absolute greenhouse gas emissions by 10 percent globally (vs. 2011 baseline) by the end of 2016. We will be publishing the results of that effort later this year. Other programs and achievements in 2016 include:

| ● | Improving the efficiency and
environmental profile of our buildings: more than 50 percent of our global
real estate portfolio is green-building certified |
| --- | --- |
| ● | Investing in renewable energy: we
purchased more than 150,000 million kilowatt hours of green power and 100
percent of the electricity powering our Data Centers was carbon-free |
| ● | Reducing paper usage in our business
processes and sourcing environmentally preferable paper, electronics and
other commodities |
| ● | Engaging employees in our
environmental responsibility programs |

We have also been recognized for our progress in this sustainability journey:

| ● | American Express ranked
63 rd among the top U.S. green companies in the 2016 Newsweek Green Ranking |
| --- | --- |
| ● | The Environmental Protection Agency
has recognized American Express as a top user of sustainable energy in the
United States since 2014 |

Learn More About Corporate Responsibility at American Express.

You may visit our corporate website at http://about.americanexpress.com/csr to learn how we, together with our Card Members and shareholders, are making a difference in our communities.

2017 PROXY STATEMENT | 37

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AUDIT COMMITTEE MATTERS

ITEM 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit and Compliance Committee has sole authority to appoint and replace the Company’s independent registered public accounting firm, which shall report directly to the Committee, and is directly responsible for its compensation and oversight of its work. In February 2017, the Committee reappointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2017. We are asking you to ratify this appointment. If shareholders fail to ratify the appointment, the Committee will consider it a direction to consider other accounting firms for the subsequent year. One or more representatives of PwC will be present at the meeting, will be given the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions. ITEM 2 RECOMMENDATION: Our Board of Directors recommends that you vote FOR the following resolution: RESOLVED, that the appointment by the Audit and Compliance Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP, as independent registered public accounting firm for the Company, to audit the accounts of the Company and its subsidiaries for 2017, is ratified and approved.

38 | AMERICAN EXPRESS COMPANY

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AUDIT COMMITTEE MATTERS Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

Actions Taken by the Committee to Support its Recommendation

AREAS OF FOCUS		ACTIONS
Committee charter requires a detailed review of
the independent audit firm including as compared to other firms
at least every 10 years	●	PwC has been our independent auditor
since 2005. This review, conducted in 2014, assessed PwC’s performance
across the following criteria: professional expertise, audit engagement
team performance, communications, independence and objectivity, and fees.
A wide range of internal stakeholders were surveyed and asked to comment
generally, identify areas for recognition and improvement, and indicate
how PwC’s performance was trending over time. PwC’s audit fees were
benchmarked against other firms based on publicly available data. The
positive results of the review resulted in the decision to continue to
engage PwC and also identified several areas with opportunity for
improvement that were discussed with PwC.
PwC’s objectivity and independence	●	Reviews relationships between PwC
and American Express that may reasonably be thought to bear on
independence and reviews PwC’s annual affirmation of independence.
Recognizing that independence and objectivity can be compromised by an
auditor’s provision of non-audit services, the Committee has approved a
management policy that limits PwC’s provision of services other than audit
and audit-related services except when there is a compelling
rationale.
Quality of PwC’s auditing practices and PwC’s commitment
to quality, efficiency and adding value	●	Reviews issues raised by the Public
Company Accounting Oversight Board (PCAOB) reports on PwC, PwC’s internal
quality control procedures and results of PwC’s most recent quality
control reviews, as well as issues raised by recent governmental
investigations. Discusses PwC’s quality initiatives and the steps PwC is
taking to enhance the quality and efficiency of its audits with the lead
engagement partner and with the PwC senior relationship partner assigned
to American Express.
PwC’s performance as auditor	●	Discusses and comments on PwC’s
audit plan and strategy for the audit, including the objectives, overall
scope and structure, the resources provided and available at the firm, and
the Committee’s expectations. Receives periodic updates from the lead
engagement partner on the status of the audit and areas of focus by
PwC.
Performance of lead engagement partner	●	Committee chair is directly involved
in selecting the lead engagement partner. During the year, the Committee
chair meets one-on-one with the lead engagement partner to promote a
candid dialogue and the Committee meets in executive session with the lead
engagement partner to discuss the progress of the audit and any audit
issues, deliver Committee feedback and discuss any other relevant
matters.
PwC’s communications with the Committee	●	Committee gives feedback to the lead
engagement partner on the clarity, thoroughness and timeliness of PwC’s
communications to the Committee.
Terms of
the engagement and audit fees	●	Committee reviews the engagement
letter and approves PwC’s audit and non-audit
fees.

2017 PROXY STATEMENT | 39

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AUDIT COMMITTEE MATTERS PricewaterhouseCoopers LLP Fees and Services

PricewaterhouseCoopers LLP Fees and Services

Fees for 2016 and 2015

The following table sets forth the aggregate fees billed or to be billed by PwC for each of the last two fiscal years (in thousands):

| Types of
Fees | Fiscal
2016 | Fiscal
2015 |
| --- | --- | --- |
| Audit Fees | $22,885 | $21,844 |
| Audit-Related Fees (1) | 3,829 | 3,454 |
| Tax Fees | 8 | 8 |
| All Other Fees | 110 | 50 |
| Total | $26,832 | $25,356 |

(1) PwC performs the audit of the Company’s pension plans for Switzerland and Hong Kong where the fees are paid by the respective plan. These fees are not included in Audit-Related Fees since they were not paid by the Company. The total fees for these two audits in each of 2016 and 2015 were $31K for each year.

In the table above, in accordance with SEC rules, “Audit Fees” consist of fees for professional services rendered for the integrated audit of our financial statements, review of the interim consolidated financial statements included in quarterly reports, and services provided in connection with statutory and regulatory filings or engagements and other attest services. “Audit-Related Fees” consist of fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements. The services included employee benefit plan audits, internal control reviews, attest services not required by statute or regulation, and consultations on financial accounting and reporting matters not classified as audit. “Tax Fees” consist of fees for professional services rendered for tax compliance and tax consulting services. “All Other Fees” are fees for any services not included in the first three categories.

Policy on Pre-Approval of Services Provided by PricewaterhouseCoopers LLP

The terms of our engagement of PwC are subject to the pre-approval of the Audit and Compliance Committee. All audit and permitted non-audit services require pre-approval by the Committee in accordance with pre-approval procedures established by the Committee. In accordance with SEC rules, the Committee’s pre-approval procedures have two different approaches to pre-approving audit and permitted non-audit services performed by PwC. Proposed services may be pre-approved pursuant to procedures established by the Committee that are detailed as to a particular class of service without consideration by the Committee of the specific case-by-case services to be performed if the relevant services are predictable and recurring.

We refer to this pre-approval method as “general pre-approval.” If a class of service has not received general pre-approval, the service will require specific pre-approval by the Committee before such service is provided by PwC. All services provided by our independent registered public accounting firm have been pre-approved in accordance with these procedures. The procedures require all proposed engagements of PwC for services of any kind to be directed to the Company’s Controller and then submitted for approval to the Committee (or, should a time-sensitive need arise, to its Chair) prior to the beginning of any services.

40 | AMERICAN EXPRESS COMPANY

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AUDIT COMMITTEE MATTERS Report of the Audit and Compliance Committee

Other Transactions with PricewaterhouseCoopers LLP

We have a number of business relationships with individual member firms of the worldwide PwC organization. Our subsidiaries provide card services to some of these firms and these firms pay fees to our subsidiaries. These services are in the normal course of business, and we provide them pursuant to arrangements that we offer to other similar clients.

Report of the Audit and Compliance Committee

A role of the Audit and Compliance Committee is to assist the Board in its oversight of the Company’s financial reporting process. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. PwC is responsible for auditing the Company’s financial statements and its internal control over financial reporting, in accordance with the standards of the PCAOB, and expressing opinions as to the conformity of the financial statements with accounting principles generally accepted in the United States and the effectiveness of internal control over financial reporting.

In the performance of its oversight function, the Audit and Compliance Committee has reviewed and discussed with management and PwC the Company’s audited financial statements. The Audit and Compliance Committee also has discussed with PwC the matters required to be discussed by Auditing Standard No. 16, as adopted by the PCAOB, relating to communications with audit committees. In addition, the Audit and Compliance Committee has received from PwC the written disclosures and letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Committee concerning independence, has discussed with PwC their independence from the Company and its management, and has considered whether PwC’s provision of non-audit services to the Company is compatible with maintaining the firm’s independence.

The Audit and Compliance Committee discussed with the Company’s General Auditor and PwC the overall scope and plan for their respective audits. Internal Audit is responsible for preparing an annual audit plan and conducting internal audits under the direction of the Company’s General Auditor, who is accountable to the Audit and Compliance Committee. The Audit and Compliance Committee met with each of the General Auditor, the Controller and PwC, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. In addition, the Audit and Compliance Committee met with the Chief Executive Officer and Chief Financial Officer of the Company to discuss the processes that they have undertaken to evaluate the accuracy and fair presentation of the Company’s financial statements and the effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting.

Based on the reviews and discussions referred to above, the Audit and Compliance Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC.

Audit and Compliance Committee

Daniel L. Vasella, Chairman John J. Brennan Ralph de la Vega Anne L. Lauvergeon Michael O. Leavitt

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EXECUTIVE COMPENSATION

ITEM 3 ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) Pursuant to regulations under Schedule 14A of the Securities Exchange Act of 1934, we are asking you to approve, on an advisory basis, the compensation of American Express’s named executive officers disclosed in the Compensation Discussion and Analysis (CD&A), the Summary Compensation Table and the related compensation tables, notes and narrative in this proxy statement. Our Board believes that the compensation of our executive officers is aligned with performance, is sensitive to our share price, appropriately motivates and retains our executives, and is a competitive advantage in attracting and retaining the high caliber of executive talent necessary to drive our business forward and build sustainable value for our shareholders. We believe our executive compensation program delivers pay which is strongly linked to company performance over time. We engage with shareholders throughout the year, including discussing our compensation program and practices, and we also obtain feedback through this annual say on pay vote. Although this advisory vote is non-binding, the results of this vote and the views expressed by our shareholders in these discussions will inform the Compensation and Benefits Committee’s future decisions about our executive compensation. If shareholders approve our recommendation to continue with annual say on pay voting, our next say on pay vote will occur at the 2018 annual meeting. ITEM 3 RECOMMENDATION: Our Board of Directors recommends that you vote FOR the following advisory resolution: RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is approved.

42 | AMERICAN EXPRESS COMPANY

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) describes our executive compensation programs and compensation decisions in 2016 for our Named Executive Officers (NEOs), who for 2016 were:

Name	Title
Kenneth I. Chenault	Chairman and Chief Executive Officer
Stephen J. Squeri	Vice Chairman
Jeffrey C. Campbell	Executive Vice President and Chief Financial
Officer
Laureen E. Seeger	Executive Vice President and General Counsel
Douglas E. Buckminster	President, Global Consumer
Services

TABLE OF CONTENTS

| 44 | 1. 2016 IN SUMMARY: CEO PAY
DECISIONS | |
| --- | --- | --- |
| 44-46 | 2. HOW OUR PAY PROGRAM LINKS TO OUR BUSINESS
STRATEGY | |
| | 44 | Compensation
Strategy |
| | 45 | Elements of Total Direct
Compensation |
| | 46 | Setting
incentive plan goals |
| 46-52 | 3. 2016 PAY OUTCOMES | |
| | 46 | 2016 Company
Performance |
| | 48 | 2016 CEO
Performance Against Annual Goals |
| | 49 | Awarded Total Direct
Compensation (TDC) for CEO in 2016 |
| | 50 | CEO Pay – Awarded TDC
(January 2014 – January 2016) and Realizable Compensation
Comparison |
| | 50 | Other
Named Executive Officers’ Awarded TDC |
| 53 | 4. DETERMINATION
OF LTIA PAYOUTS FOR AWARDS MADE IN PRIOR YEARS | |
| | 53 | Performance RSUs Awarded in January 2014-Vesting Based on 2014-2016
Performance |
| | 53 | Portfolio Grant
Awarded in January 2014-Vesting Based on 2014-2016
Performance |
| 54-61 | 5. COMPENSATION AND BENEFITS COMMITTEE: GOVERNANCE AND
PRACTICES | |
| | 55 | Shareholder
Engagement and its Influence on Our Programs |
| | 55 | Changes for 2017 -
Updates to Annual Incentive Program |
| | 56 | Key Compensation Practices
– What We Do and Don’t Do |
| | 57 | Assessing Competitive
Positioning |
| | 58 | Other Policies and
Guidelines |
| | 60 | Post-Employment
Compensation |
| | 61 | Note Regarding 2016 TDC
Decisions and Summary Compensation Table |
| | 61 | Glossary of
Key Compensation Terms |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

1. 2016 In Summary: CEO Pay Decisions

American Express closed 2016 with strong progress against our three priorities for 2016 and 2017: (1) accelerating revenue growth; (2) optimizing investments; and (3) resetting our cost base. Highlights for 2016 include:

| ● | Diluted EPS was $5.65 (including the
gain from our sale of the Costco portfolio); excluding restructuring
charges, adjusted EPS was $5.93, which exceeded our initial guidance of
$5.40 - $5.70 1 |
| --- | --- |
| ● | Revenue performance improved
sequentially in the fourth quarter as a result of a record number of new
card acquisitions, growth in loans and a growing number of merchants
accepting our cards globally |
| ● | We made significant progress in removing
$1 billion from our overall cost base by the end of 2017, on a run rate
basis |
| ● | We made a record level of investments in
marketing and promotion and enhanced our Card Member value proposition to
support sustainable future revenue growth |

Due to this strong performance, the Compensation and Benefits Committee awarded our CEO compensation equal to his target level, $22.0 million.

Recognizing the Company’s strategic reset is ongoing and not yet complete, the Committee decided to reallocate our CEO’s target level bonus from cash into long-term incentives (see page 49). As a result, all of Mr. Chenault’s compensation for 2016, other than his base salary, consisted of performance-contingent, multi-year awards tied to specific financial and operational goals, with the majority being equity-based. Mr. Chenault’s 2016 compensation will therefore be closely tied to the ultimate success of our strategic initiatives and aligned with long-term shareholder outcomes. (See Section 3 for details.)

1. How Our Pay Program Links to Our Business Strategy

Compensation Strategy

Our executive pay program is deliberate, consistent and continues to align with our Company’s business strategy.

| ● | We align pay with company performance
and support a long-term, high performance business
model |
| --- | --- |
| ● | We link most of the pay for senior executives to long-term business strategies and key priorities. The CEO’s pay has added emphasis on long-term and stock-based incentives (91% of CEO’s awarded pay for 2016), with a substantial stockholding requirement (see page 58 for details). |
| ● | We measure performance against
challenging markers established before each performance cycle and aligned
with our key business priorities |
| ● | We discourage imprudent risk taking by
avoiding undue emphasis on any one metric or short-term
goal |

These principles have served us well for years, and we have adapted them in response to input from shareholders and regulators, including the Board of Governors of the Federal Reserve System (Federal Reserve).

1 Adjusted diluted earnings per share (EPS), a non-GAAP measure, excludes $266 million after-tax restructuring charges ($410 million pre-tax) for the year ended December 31, 2016. Management believes adjusted diluted EPS is useful in evaluating the ongoing operating performance of the Company and the Company’s performance against its 2016 EPS outlook originally provided in the Company’s Q4’15 earnings release on January 21, 2016, at which point restructuring charges and other contingencies were not estimable and thus not included in the outlook. See Appendix A for a reconciliation to EPS on a GAAP basis.

44 | AMERICAN EXPRESS COMPANY

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

Elements of Total Direct Compensation

Variable compensation, which makes up most of NEO pay, covers annual and multi-year performance periods and depends on performance against comprehensive and carefully selected measures. Compensation for 2016 had the following elements:

Base Salary

Base salaries correspond to experience and job scope and provide competitive fixed pay.

Annual Incentive 2

Performance Measures 3 ● Shareholder (55%) ● Strategic and Transformational (15%) ● Customer (15%) ● Employee (15%)

Long-Term Incentive

| Portfolio Grant Award (PG) Payout range 0-125% of target Vests in 3 years
(2017-2019) Paid in cash (except for CEO, who has had some or all
deferred and payable in equity) | |
| --- | --- |
| Financial Metrics | Strategic Milestones |

| Stock Option
Award Vests 3 years after
grant 10-year term |
| --- |
| Net Income 5 |

| Performance RSU Award (PRSU) Payout range 0-125% of target Vests in 3 years (2017-2019) Ties payout to 3-year
performance |
| --- |
| ROE 4 |

| 2 | Historically, all or a portion of the AIA awarded to our CEO has
been paid in a form other than cash and has been deferred. Mr. Chenault’s
2016 AIA was earned based on his 2016 performance, but all of the payout
was reallocated into long-term incentive awards: a combination of a
portfolio grant, performance RSUs and stock options. The portfolio grant
is subject to achievement of three-year (2017-19) financial and strategic
milestones approved by the Compensation and Benefits Committee in Q1 2017,
and the performance RSUs depend on 2017-19 ROE performance. The stock
options vest three years after grant, subject to meeting performance
conditions, and are exercisable for ten years. All or a portion of our
CEO’s AIA earned for performance years 2010 – 2015 was paid in RSUs with
additional one-year vesting subject to positive net income. For these
2010-2015 RSU awards, 50% were settled in cash and 50% in shares with 100%
of the net shares to be held for one year post retirement. |
| --- | --- |
| 3 | Details of performance measures under each of the below categories
can be found on page 48. |
| 4 | Average ROE between
23-27% provides 100% target payout. Details of the applicable payout grid
are available on page 53. |
| 5 | Subject to positive cumulative net income over the vesting
period. |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

Setting Incentive Plan Goals

The Compensation and Benefits Committee sets comprehensive performance goals annually and remains engaged throughout the year to monitor company strategy and performance toward goals.

Key Steps:

| Board reviews competitive environment and business
strategy at a two-day offsite in May and at meetings throughout the
year |
| --- |
| ● The Board discusses the business environment as well as regulatory,
competitive and technological developments ● The Board reviews company performance against plan and against
peers ● Directors are given meaningful updates to business
strategy |

| Management presents the annual financial plan in
January; the Committee reviews and approves final incentive plan
metrics and goals, which are then approved by the Committee in Q1 of
each year |
| --- |
| ● Management presents company financial data and forward looking
guidance ● Based on the above, the Committee sets financial and strategic
incentive plan goals calibrated and aligned with Company
strategy |

| The Committee remains engaged throughout the year,
evaluates annual performance and determines final payout
amounts |
| --- |
| ● The Committee reviews performance against goals at multiple
points ● At the end of the year, it determines incentive payouts according
to performance relative to the goals ● It assesses Company performance relative to peers with respect to
revenue growth, billings growth and other relevant factors ● A combination of objective and subjective measurements brings rigor
to the process while allowing the Committee to account for unforeseen and
relevant market, political and other factors |

1. 2016 Pay Outcomes

As a part of the annual pay decision process, the Committee considers overall company performance as well as performance against specific pre-established enterprise-wide financial goals, achievement of strategic and transformational initiatives, performance relative to our peers and financial markets, and a risk/control and compliance assessment.

2016 Company Performance

In response to competitive dynamics over the past few years, our leadership team took decisive steps to put American Express in a position of strength. We believe we are appropriately managing our business for the long term while being mindful of the short-term impact of ending certain cobranding relationships. In re-setting the Company’s strategic focus, we identified three priorities for 2016-2017:

| ● | Accelerating Revenue
Growth |
| --- | --- |
| ● | Optimizing
Investments |
| ● | Re-setting the Cost
Base |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

The Company made strong progress against these goals in 2016, as evidenced by the following:

| Accelerating Revenue
Growth | Revenue (in millions) | FY’15 — $32,818 (adj
$29,358) 6 | FY’16 — $32,119 (adj
$30,926) 6 | Key
Achievements — ● | Acquired 10 million new Card Members |
| --- | --- | --- | --- | --- | --- |
| | | | | ● | Experienced healthy loan growth |
| | | | | ● | Increased adjusted (excluding
Costco-related volumes) worldwide spending on cards |
| | Total Loans Held for
Investment 7 (in millions) | $59,847 | $66,726 | ● | Grew loans while maintaining
excellent credit performance |
| | | | | ● | Lending net write-off rates remained
best-in-class relative to large issuer peers in the U.S. |
| Optimizing Investments | Return on Average
Equity | 24% 8 | 26% | ● | Continued to leverage strong capital
position to return a total of over $5.6 billion of capital to shareholders
through buybacks and dividends in 2016 |
| | Earnings Per Share
(EPS) | $5.05 (adj $5.38) 9 | $5.65 (adj $5.93) 9 | ● | Adjusted diluted EPS of $5.93 (excluding restructuring charges) in
line with the raised EPS outlook disclosed in October 2016 and above the
initial guidance range given in January 2016 |
| Re-setting the Cost
Base | Operating Expenses (in millions) | $11,769 | $10,421 | ● | Operating expenses and total expenses were down versus
the prior year, including benefits from gains on the sale of the Costco
and JetBlue cobrand card portfolios in 2016 (which were reported as
expense reductions) |
| | | | | ● | Accelerated
progress on expense reduction throughout the year |
| | | | | ● | Continued investments in service infrastructure, data
management and digital capabilities aimed at growing the
business |

| 6 | Adjusted
for Costco-related revenues and foreign exchange. Refer to Annex A for a
reconciliation. |
| --- | --- |
| 7 | Total
loans held for investment represents Card Member loans held for investment
and Other Loans. Total loans, which also includes Card Member loans held
for sale, was $74,947 million for FY’15. |
| 8 | Excluding a $335 million after-tax charge ($419 million pre-tax)
primarily related to the impairment of goodwill and technology assets and
restructuring in the prepaid services business, adjusted ROE for FY’15 was
25.6%. Refer to Annex A for a reconciliation. |
| 9 | Adjusted
diluted earnings per share (EPS), a non-GAAP measure, excludes the $335
million after-tax prepaid services business charge ($419 million pre-tax)
from 2015 and the $266 million after-tax restructuring charges ($410 million
pre-tax) from 2016. Refer to Annex A for a reconciliation of EPS on a GAAP
basis. |

Our business and financial performance in 2016 enabled us to raise our earnings expectations over the course of the year. We also increased our spending on growth initiatives, particularly during the fourth quarter, to take advantage of the opportunities in the marketplace and position the Company for long-term growth.

We achieved this despite a more challenging competitive and regulatory environment.

Total Shareholder Return American Express has enjoyed success under its current leadership. Since Mr. Chenault took the helm as CEO (April 23, 2001) to December 31, 2016, the Company’s total shareholder return (TSR) 10 of 153% over that period has exceeded both the S&P Financials (48%) and S&P 500 (146%) indices. More recent TSR for American Express has lagged these indices.

10 Total Shareholder Return (TSR) is the total return on common shares over a specified period, expressed as a percentage (calculated based on the change in stock price over the relevant measurement period and assuming reinvestment of dividends). Source: Bloomberg (returns compounded daily).

2017 PROXY STATEMENT | 47

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

American Express’s TSR for 2016 was 9%. The share price reacted favorably to the momentum displayed in the second half of the year and also benefitted from the post-election rally that lifted financial sector shares in general. Overall the Company’s TSR has lagged that of the S&P Financials and the S&P 500 indices on a one-, three- and five-year basis.

2016 CEO Performance Against Annual Goals

In determining the CEO’s compensation, the Committee sets and reviews specific targets for the year across financial, strategic and operational objectives.

2016 CEO Performance Against Annual Goals

| Shareholder
(55%) | Actual | Target |
| --- | --- | --- |
| EPS 11 | $5.65 | $5.40-$5.70 |
| Revenue Growth 12 | (1%) | (3%) to (1%) |
| ROE | 26% | 25.0% or more |
| Q4 Adjusted Revenue
Exit Momentum (FX adjusted) 13 | Above Target | 5%-7% |
| Customer
(15%) ● Amex Net Promoter Score increased by 200 bps in
2016 ● Growth in many international markets, including billings
growth on an FX-adjusted basis and an increase in international active
locations in force | | |
| Employee
(15%) ● Target talent retention goals were achieved ● Diversity and inclusion measures were achieved at above
target ● We continued to be recognized as an Employer of Choice
in 20 U.S. surveys (including Fortune, Black Enterprise, and Anita
Borg Institute) and internationally in 14 countries | | |

| 11 | Adjusted EPS, a non-GAAP measure,
was $5.93, which excludes restructuring charges of $266 million ($410
million pre-tax). Please refer to Annex A for a reconciliation to GAAP
EPS. |
| --- | --- |
| 12 | The growth rate of total revenues
net of interest expense, adjusted for FX. Refer to Annex A for
reconciliation to GAAP revenue. |
| 13 | Q4 Adjusted Exit Revenue Momentum,
a non-GAAP measure, is our Fourth Quarter 2016 revenue growth over the prior year, adjusted for FX and adjusted for the impact of Costco and JetBlue on the prior year. |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

Performance and Risk Modifiers The Compensation and Benefits Committee also considered the Company’s performance against peers (e.g., EPS, TSR, write-off rates), as well as the Chief Risk Officer’s assessment and determination that the Company achieved its 2016 results by taking risks within the Company’s risk appetite. Finally, the Committee also considered Mr. Chenault’s leadership contributions and his long track record of success.

Awarded Total Direct Compensation (TDC) for CEO in 2016

The Committee determined to award Mr. Chenault compensation at target, or $22.0 million, the target level for the CEO since 2014.

While acknowledging that the Company exceeded initial expectations and made significant progress in 2016, the Committee also recognized that additional work lies ahead to reset the Company’s trajectory toward profitable growth and high returns. Accordingly, the Committee reallocated Mr. Chenault’s bonus for 2016, $6.625 million, into awards payable over the long term. As a result, other than his base salary, all of Mr. Chenault’s compensation for 2016 consists of performance-contingent, multi-year grants mostly denominated in the Company’s stock. This reinforces the Company’s philosophy to strongly link CEO compensation to future performance and ultimately to shareholder returns. The Committee’s decision is reflected below 14 :

CEO Compensation for 2016

In millions:

91 percent of TDC awarded for 2016 is deferred and tied to company performance.

| 14 | Due to SEC reporting rules,
timing differences result in different amounts being allocated in the
chart above as compared to the Summary Compensation Table. A
reconciliation is shown on page 61. |
| --- | --- |
| 15 | The combined equity target value
was $8,250,000. Generally, the Compensation and Benefits Committee grants
an equal number of stock options and Performance RSUs. The values for the
equity compensation elements are approximated in the table above using the
January 26, 2016 stock price and Black-Scholes valuation on that
date. |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

CEO Pay – Awarded Total Direct Compensation (January 2014 – January 2016) and Realizable Compensation Comparison 16

Because our pay program is subject to performance against goals and a majority of compensation is denominated in equity, realizable pay can differ meaningfully from the value of the compensation granted. The chart below shows how realizable pay over the past three years has averaged less than the value of the compensation at grant—reflecting both below-target level performance in 2015 and the share price decline.

In the following chart:

| ● | Target compensation is as specified by
the Committee at the start of each year |
| --- | --- |
| ● | Awarded total direct compensation
(awarded TDC) includes salary, AIA earned and the grant date value of
long-term incentives granted in January for performance in the prior
year 17 |
| ● | Realizable compensation refers to
the value in January 2017 of TDC awarded in prior years (Please refer to
page 62 for the methodology used to determine realizable
compensation) |

CEO-Awarded TDC vs. Realizable Compensation (Three-Year Average)

Realizable compensation is 8 percent lower than awarded TDC over the 3-year period while TSR 20 is down by 6 percent, showing a strong link between pay outcomes and Company stock price performance.

In millions:

Other Named Executive Officers Awarded TDC

The Committee uses a similar process to determine compensation for the other NEOs, except that the CEO first develops recommendations based on his assessment of company and individual performance and our pay mix guidelines. The Committee then assesses each NEO’s results, which also support CEO objectives, in light of each business unit and staff group’s risk/control and compliance rating. It also takes note of the Company’s overall performance as described in the discussion of CEO pay above, individual achievements of each NEO against goals set at the start of the year and each NEO’s leadership over the course of the year. The discussion below provides highlights for each of the NEOs.

| 16 | This analysis is a supplement and
is not a substitute for the Summary Compensation Table presented on page
63. |
| --- | --- |
| 17 | See page 33 of the Proxy
Statement filed in March 2014 for details on January 2014 Awarded TDC. See
page 33 of the Proxy Statement filed in March 2015 for
details on January 2015 Awarded TDC. See page 48 of the Proxy Statement
filed in March 2016 for details on January 2016 Awarded
TDC. |

| 18 | January 2014 Awarded TDC - $24.40
million; January 2015 Awarded TDC - $25.10 million; January 2016 Awarded
TDC - $18.52 million. See footnote 17 for additional details. |
| --- | --- |
| 19 | As of January 31, 2017,
Realizable Compensation is $19.16 million, $19.68 million and $23.44
million from Awarded TDC in January 2014, January 2015 and January 2016,
respectively. |
| 20 | The Compensation and Benefits
Committee makes pay decisions at its meeting at the end of each January
(covering pay for the prior fiscal year). Cash incentives are paid in the
first quarter following the Committee meeting date, and long-term
incentives are granted soon after awards are approved by the Committee.
Therefore, for the purposes of this analysis, the Company’s three-year TSR
is calculated from January 31, 2014 to January 31, 2017. We use the
closing share price on January 31, 2017 ($76.38) given it was the last
business day of January 2017. |

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Stephen J. Squeri, Vice Chairman Mr. Squeri has served as Vice Chairman since July 2015. He is responsible for Global Commercial Services, the global business-to-business group providing payment and expense management solutions to small, mid-sized and large companies around the world. He also oversees Prepaid & Alternative Payments, as well as the Global Services Group, which comprises the Company’s shared services functions including global customer care, credit administration, technology, real estate, procurement and marketing operations. His 2016 achievements included:

| ● | Delivering solid financial results
in business units he led including strong expense
management |
| --- | --- |
| ● | Delivering superior customer service
globally, as evidenced by improved customer satisfaction
metrics |
| ● | Enabling a number of different
capabilities across the Company that drove significant progress against
the Company’s business objectives |
| ● | Improving operational efficiency and
effectiveness through consolidation of key processes and
functions |
| ● | Leading the Company-wide effort to reset
the cost base and cut $1 billion in expenses by the end of
2017 |

Jeffrey C. Campbell, Executive Vice President and Chief Financial Officer Mr. Campbell has served as Executive Vice President and Chief Financial Officer since August 2013. He is responsible for leading the Company’s Finance and Corporate Development organizations and representing American Express to the financial community. His 2016 achievements included:

| ● | Assisting in achieving operational cost
targets aligned with the Company’s risk-balanced
plan |
| --- | --- |
| ● | Ensuring a strong financial and
regulatory reporting control environment |
| ● | Continuing to enhance planning
processes consistent with regulatory requirements, while managing the
Company’s CCAR and Basel processes to achieve capital, funding and
liquidity plans |
| ● | Effectively communicating business
and financial information to regulatory bodies and the financial
community |
| ● | Exhibiting leadership that improved
strategic and financial decisions |

Laureen E. Seeger, Executive Vice President and General Counsel Ms. Seeger has served as Executive Vice President and General Counsel since July 2014. In 2016, she led the Law, Government Affairs, Global Security and Corporate Secretarial functions. Her 2016 achievements included:

| ● | Vigorously and successfully
defending the Company’s interests in litigation |
| --- | --- |
| ● | Delivering exceptional guidance and
leadership to executive management and the Board on legal and governance
ramifications of strategic matters |
| ● | Supporting business initiatives such
as new product launches and strategic customer agreements and
transitions |
| ● | Monitoring, advising business
leadership on and championing the Company’s interests with respect to
global laws and regulation in a complex environment |
| ● | Ensuring the safety and security of
the Company’s global workforce |

Douglas E. Buckminster, President, Global Consumer Services Mr. Buckminster has served as President of Global Consumer Services (GCS) since October 2015. His 2016 achievements included:

| ● | Delivering strong financial results
with progress in the proprietary issuing and network businesses. Drove
good results across the cobrand portfolio and re-signed certain key
partnerships |
| --- | --- |
| ● | Restructuring the GCS organization
to capture global synergies, drive operating efficiencies and strengthen
subject matter expertise in growth areas |
| ● | Reinvigorating service-based
differentiation and accelerating the digitization of our core marketing
and servicing processes |
| ● | Effectively guiding the GCS
organization through executional imperatives (e.g., Costco & JetBlue
exits, global regulatory changes) |

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NEOs Awarded TDC Decisions ($000s)

The Compensation and Benefits Committee’s TDC decisions for the NEOs for performance year 2016 are presented in the table below 21 :

A significant portion of the NEOs’ Awarded TDC is tied to future performance of the Company, including stock price performance.

NEO Offer Letters On joining the Company in May 2014, Ms. Seeger was entitled to a total sign-on cash award of $7,900,000 payable over a period of three years (2015-2017) to replace, in line with external market practices, some of the long-term incentives she forfeited by leaving her prior employer. The second of these payments was made in July 2016.

See the Potential Payments Upon Termination or Change in Control (CIC) table, on pages 72-75, for details.

| 21 | Due to SEC reporting rules,
timing differences result in different amounts being allocated in the
chart above as compared to the Summary Compensation Table. A
reconciliation is shown on page 61. |
| --- | --- |
| 22 | The NEOs’ performance RSUs are
earned based on three-year average (2017-2019) ROE performance. With
respect to equity awarded to NEOs (noted above), an equal number of
shares were granted in the form of performance RSUs and stock
options. |

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1. Determination of LTIA Payouts for Awards Made In Prior Years

Performance RSUs Awarded in January 2014-Vesting Based on 2014-2016 Performance

Performance RSUs were awarded in January 2014 for the three-year performance period ending December 2016. The awards vest based on the Company’s three-year average ROE performance.

The below chart provides additional details.

| 3-Year Average
ROE | Payout
Percent* | |
| --- | --- | --- |
| ≥30% | 125% | |
| 28% | 108% | |
| 27% | 100% | |
| 26.4% | 100% | Actual |
| 23% | 100% | |
| 22% | 95% | |
| 20% | 75% | |
| ≤5% | 0% | |

• Percent of target shares granted.

Given that average ROE for years 2014-2016 was 26.4 percent (29.1 percent for 2014, 24.0 percent for 2015 and 26.0 percent for 2016), the Committee awarded a payout of 100 percent of target. This resulted in the vesting of the following shares for the CEO and other NEOs:

| | Target Number of
Shares | Shares
Vested ** |
| --- | --- | --- |
| K.I. Chenault | 78,361 | 78,361 |
| S.J. Squeri | 26,260 | 26,260 |
| J.C. Campbell | 21,008 | 21,008 |
| D.E. Buckminster | 11,344 | 11,344 |

** In addition to these amounts, deferred dividends were paid on the actual number of shares vested in the first quarter of 2017. Ms. Seeger joined the Company in July 2014 and did not receive a January 2014 Performance RSU award.

Portfolio Grant Awarded in January 2014-Vesting Based on 2014-2016 Performance

The Portfolio Grant (PG) is a program with three-year performance cycles 23 . Under the program, management is assessed and rewarded for performance against a combination of concrete financial and other shareholder objectives and for results against specific strategic objectives that indicate success in positioning the Company for the future. For the three-year award cycle ending December 31, 2016, the program elements and their weights were:

1. 3-Year Cumulative EPS—20% weighting

2. 3-Year TSR vs. S&P 500—30% weighting

3. Strategic Milestones—50% weighting

Based on its assessment of performance, the Committee determined that performance underachieved objectives and set the payout for the 2014-2016 cycle at 60% of the target award. Specifically:

3-Year Cumulative EPS The target goal established at the beginning of the three-year cycle was cumulative earnings of $17.89 per share, a level of earnings consistent with the Company’s business plan and management expectations at the start of the performance period. No payout would be earned on this factor for performance below a 4% compound annual growth rate (CAGR), or $15.84 per share. The maximum payout, 125% of target, was set at $19.06 per share, which represented a 14% CAGR.

On a GAAP basis, cumulative earnings were $16.26 per share; however, the Committee deemed it appropriate to consider adjusted financials when determining payout for this factor. On an as-adjusted basis (excluding impairment and restructuring charges) 24 , the Company earned $16.87 per share over the time period, which would correspond to a 56% payout against target for this factor.

| 23 | Participants receive
zero percent of the award at threshold level, 100 percent of the award at target level, and 125 percent of the
award at maximum level. The payout range for achievement of strategic milestones is 0-125 percent and actual payout is
based on actual performance against goals as well as the Compensation and Benefits Committee’s
judgment. |
| --- | --- |
| 24 | Refer to Annex A for reconciliation of adjustments to
GAAP financials. |

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3-Year TSR vs. S&P 500 This factor would pay at 100% if the Company’s TSR was equal to the S&P 500 and scaled down to no payout if TSR lagged the index by 9% or more. The maximum payout (125%) would be achieved if the Company’s TSR outperformed the index by 5% or more.

Actual performance over the period lagged the index by 13%, which corresponds to no payout.

Strategic Milestones The strategic milestones established for this grant covered a range of customer and revenue-generating initiatives, including loyalty coalition revenue, merchant acceptance and customer satisfaction. The range of payouts for achievement against strategic milestones, as with the other elements, is from zero to 125% of target.

The Committee noted considerable success in terms of the growth rate of U.S. merchants accepting the Company’s cards, the growth rate of loyalty coalition revenue and the improving and industry-leading customer satisfaction score. The Committee also noted global expansion in the corporate payments business, the deliberate shift in the Company’s strategy mid-cycle in this award period and management’s progress against new, specific initiatives to accelerate revenue growth in core areas, reset the Company’s cost base and optimize investments. As a result, the Committee determined that management met expectations in its strategic accomplishments.

Final Scoring The Committee determined that given the shift in the Company’s strategy during the performance period, the strategic accomplishments over the three-year period and the underperformance in earnings (both on a GAAP and as-adjusted basis) and TSR over the 3-year period, the award should pay out at 60% of its targeted amount.

The CEO and other NEOs’ PG 2014-16 grants resulted in the following payouts ($000s) at 60% of target:

| | PG
2014-16 Grant Amount | PG
2014-16 (Q1 2017) Payout |
| --- | --- | --- |
| K.I. Chenault (See Note below) | $ 5,125 | $ 3,075 |
| S.J. Squeri | $ 1,325 | $ 795 |
| J.C. Campbell | $ 1,500 | $ 900 |
| L.E. Seeger | $ 1,100 | $ 660 |
| D.E. Buckminster | $ 900 | $ 540 |

Note : Mr. Chenault’s payment of $3,075,000 was in the form of RSUs granted in January 2017 that vest one year from the grant date; one-half of RSUs are payable in shares (net shares must be held until one year after retirement) and the other half are payable in cash. Accordingly, the grant amount of these RSUs will be included in the Summary Compensation Table next year in the stock awards column.

The grant amounts of PG 2014-16 were included in the Grants of Plan-Based Awards table in the 2015 Proxy Statement. The cash payouts made in February 2017 (for all NEOs except the CEO) are included in the Summary Compensation Table on page 63 (non-equity incentive plan compensation for 2016).

1. Compensation and Benefits Committee: Governance and Practices

| 55 | Shareholder Engagement and its
Influence on Our Programs |
| --- | --- |
| 55 | Changes for 2017 - Updates to Annual
Incentive Program |
| 56 | Key Compensation Practices – What We
Do and Don’t Do |
| 57 | Assessing Competitive
Positioning |
| 58 | Other Policies and
Guidelines |
| 60 | Post-Employment
Compensation |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

Shareholder Engagement and its Influence on Our Programs

Shareholder Feedback/Consideration of 2016 Advisory Vote on Executive Compensation

We have benefited from shareholder feedback about executive compensation, including feedback given through our say on pay votes, for the past eight years. Our say on pay proposal received 81.9 percent support in 2016. At the direction of our Board of Directors, each year we reach out to our largest shareholders to discuss topics including our performance, executive compensation program, proxy disclosures and corporate governance. Our Lead Independent Director and Chairman of the Compensation and Benefits Committee engages directly in some of these meetings. Since January 2016, we have met with investors representing over 53 percent of shares outstanding , and the Chairman of the Compensation and Benefits Committee has participated in the discussions with several of our largest shareholders. We bring feedback from these discussions to our Board and its committees, including the Compensation and Benefits and the Nominating and Governance Committees. Shareholder feedback has influenced a number of changes to our executive compensation program over the years, including:

| ● | Modifying the AIA program for employees below the CEO level
to move toward a more formulaic approach - effective 2017 |
| --- | --- |
| ● | Adding
performance vesting criteria to our annual RSU grant |
| ● | Enhancing the
process the Compensation and Benefits Committee uses to determine CEO
compensation |
| ● | Clarifying the
CEO’s target and maximum incentive compensation
opportunities |
| ● | Modifying our
peer grou p |

The Compensation and Benefits Committee will continue to consider the outcome of say on pay vote results and other shareholder input in its future decisions regarding executive compensation.

Changes for 2017 - Updates to Annual Incentive Program

Starting in 2017, in response to shareholder feedback as noted above, we are simplifying our AIA program for all employees below the CEO level. The CEO’s AIA decision framework (introduced in 2013) remains unchanged. The new AIA design will determine AIA payouts for the other NEOs and senior executives. It is a more formulaic program that considers quantitative goals set at the beginning of the fiscal year, along with individual performance, to determine the final payout. The design will work as follows:

Individual Target Amount X Performance Multiplier Company / Individual Line of Business (0 – 150%) X Individual Performance Multiplier (Committee Discretion) (0 – 125%) = Annual AIA

| ✓ | Individual Target
Amount — At the beginning of the fiscal
year, the Compensation and Benefits Committee will review and set the
target annual incentive amount for executive officers at a level intended
to reflect their role and responsibilities. |
| --- | --- |
| ✓ | Performance Multiplier — The performance multiplier is comprised of
company and business components. Company performance is weighted at 70%
and the line of business performance at
30%. In the first quarter of the year, the Compensation and Benefits
Committee will approve performance objectives against which to evaluate
performance at the end of the year. |
| ✓ | Individual Multiplier —Allows the Committee to modify an award downwards
or upwards within a 0-125% range to reflect factors such as individual
performance, leadership, compliance with risk and control objectives and
other relevant factors. |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

Key Compensation Practices – What We Do and Don’t Do

Key executive compensation practices are summarized below. We believe these practices promote good governance and best serve the interests of our shareholders:

| WHAT WE
DO | |
| --- | --- |
| ✓ | Link pay outcomes to company
performance and total shareholder return |
| ✓ | Defer a significant
portion of our CEO and NEOs’ total pay so that it is subject to future
company performance and aligned with shareholder
interests |
| ✓ | Maintain ongoing
dialogue with shareholders and incorporate their feedback into our
compensation programs |
| ✓ | Maintain significant
stock ownership requirements for NEOs, including a requirement that the
CEO hold a portion of his shares through one year after
retirement |
| ✓ | Subject cash
incentives and equity awards to recoupment and forfeiture
provisions |
| ✓ | Discourage imprudent
risk taking, including Chief Risk Officer’s review of goals and results to
confirm that actual results were achieved within the Company’s risk
appetite |
| ✓ | Prohibit executive
officers from hedging their company stock, including entering into any
derivative transaction on company shares (e.g., short sale, forward,
option or collar) |
| ✓ | Prohibit executive
officers from pledging shares subject to stock ownership guidelines, and
strictly control whether any shares may be pledged at all (no executive
officer shares are pledged) |
| ✓ | Conduct an in-depth
review of our CEO’s and NEOs’ goals and performance (by an independent
Compensation and Benefits Committee) |
| ✓ | Provide Compensation
and Benefits Committee discretion to clawback the cash portion of the
CEO’s AIA if the Company does not achieve acceptable performance in the
following year |
| ✓ | Evaluate management
succession and leadership development efforts |
| ✓ | Maintain a cap on CEO
incentive compensation payments (125% of target) |
| ✓ | Require termination of
employment in addition to a change in control before accelerating equity
vesting (known as “double trigger”) |
| ✓ | Ensure that we include
performance criteria with respect to incentive compensation plans to
support tax deductibility for the Company |
| ✓ | Employ a robust goal
setting process focused on aligning CEO and NEO goals with company
strategy |
| ✓ | Review CEO pay from
alternative perspectives – Target compensation, Awarded TDC and Realizable
Compensation |

| WHAT WE DON'T
DO | |
| --- | --- |
| ✕ | No employment
contracts with NEOs |
| ✕ | No payment of
dividends or dividend equivalents on RSUs granted to NEOs until they
vest |
| ✕ | No excise tax
gross-ups upon a change in control |
| ✕ | No repricing of
underwater stock options without shareholder approval |
| ✕ | No individual change
in control arrangements |

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EXECUTIVE COMPENSATION Compensation Discussion and Analysis

Compensation and Benefits Committee Consultant

The Compensation and Benefits Committee endeavors to follow good governance practices and is composed solely of independent directors. The Committee is responsible for our executive officer compensation decisions. It has retained Semler Brossy Consulting Group (Semler Brossy) as its independent compensation consultant. It held four meetings over the course of 2016, all of which ended with executive sessions without management present. During 2016, Semler Brossy attended committee meetings, including executive sessions, and provided compensation advice independent of the Company’s management. The Committee assessed the independence of Semler Brossy pursuant to SEC rules and concluded that their work did not raise any conflicts of interest.

Assessing Competitive Positioning

Our pay program is designed to reward achievement of financial and strategic goals and to attract, retain and motivate our leaders in a competitive talent market. The Compensation and Benefits Committee periodically examines pay practices and pay data for a group of 20 companies as a source of benchmarking data to better understand the competitiveness of our compensation program and its various elements. While the benchmarking data is used to assess the competitiveness of our compensation program, it is not used to make specific pay decisions. In addition, we do not target a specific percentile relative to peers or make pay decisions based on market data alone. CEO and NEO performance and retention are the primary drivers of pay.

How We Select the Company’s Peers In selecting the current peer group, the Compensation and Benefits Committee identified prominent S&P 500 companies, generally with revenue levels similar to ours, and the companies fall into the following categories: (1) financial institutions; (2) iconic global consumer brands; and (3) payments related and technology businesses.

In 2016, the Compensation and Benefits Committee evaluated the appropriateness of the peer group and maintained the same categories as mentioned above. The Committee specifically considered and addressed the impact of the spin-off of PayPal from eBay on the Company’s peer group and determined to exclude eBay and add PayPal given its stronger relevance as a peer in the payments industry as a digital and mobile payment company. The remainder of the group was unchanged.

Comparator Group 2016

| Financial Institutions — Bank of America Bank of New
York Mellon BlackRock Capital One
Financial Citigroup | Goldman Sachs JPMorgan
Chase Morgan Stanley US Bancorp Wells Fargo | Iconic Global Consumer Brands — Coca-Cola Colgate
Palmolive Nike | PepsiCo Walt
Disney | Payments Related & Technology Businesses — Discover MasterCard Visa | Paypal Cisco |
| --- | --- | --- | --- | --- | --- |

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Other Policies and Guidelines

Stock Ownership Guidelines Our stock ownership guidelines require the CEO and our other NEOs to own and maintain a substantial stake in the Company. The CEO and our other NEOs are required to accumulate a target number of shares (i.e., shares owned outright, excluding unvested/unearned shares and unexercised stock options), and to retain a portion of the net after-tax shares received upon vesting or exercise of their equity awards. The specific requirements are as follows:

| | Target Number
of Shares | Holding
Requirement — Before Target
Met | After Target
Met |
| --- | --- | --- | --- |
| K.I. Chenault 25 | 500,000 | 75% of net shares until target number of shares is
met | 50% of net shares for one year |
| S.J. Squeri | 75,000 | | |
| J.C. Campbell | 75,000 | | |
| L.E. Seeger | 25,000 | | |
| D.E. Buckminster | 25,000 | | |

25 In addition to these requirements, Mr. Chenault is required to hold, one year beyond his retirement from the Company, 50 percent of his 2010-2015 year-end AIA and Portfolio Grant payouts delivered in the form of RSUs.

With the exception of Mr. Campbell and Ms. Seeger, who were hired in 2013 and 2014, respectively, all of our NEOs own more than the target number of shares. Mr. Campbell and Ms. Seeger are on track to meet their requirements over the next few years. Mr. Chenault beneficially owned 1,075,334 shares as of December 30, 2016 with an estimated value of $79,660,743 using the Company’s closing stock price on the same day.

Discouraging Imprudent Risk Taking

Our executive compensation program is structured to provide a balance of cash and stock; annual, medium-term and long-term incentives; and financial, strategic and stock performance measures over various time periods. It is designed to encourage the proper level of risk taking consistent with our business model and strategies. Our business and risk profile is different from other financial services firms; for example, we do not generally trade securities, derivatives, mortgages or other financial instruments other than for hedging our risks. Our executive compensation program is designed to be consistent with the Federal Reserve principles for safety and soundness.

The following policies and procedures help discourage imprudent risk taking:

| ● | Annual risk goals: Our Chief Risk Officer reviews business unit and
NEO goals in relation to the Company’s risk appetite and sets certain
annual risk goals for the Company at the beginning of each
year. |
| --- | --- |
| ● | Monitoring of risk: We monitor return on economic capital, credit risk
metrics and performance against our risk appetite metrics, and we assign
control and compliance ratings to each business unit and staff group as
part of our annual assessment of performance. |
| ● | Adjustment of
compensation: At year-end, our Chief
Risk Officer meets with the Compensation and Benefits Committee and
certifies that actual results were achieved without taking imprudent
risks. Larger losses are analyzed as part of the year-end process, and the
Chief Risk Officer issues a year-end memorandum describing changes in the
risk profile of the Company. If deemed necessary, risk adjustments are
made to company and business unit annual incentive funding levels as well
as to individual incentive awards. |
| ● | Cross-section of
metrics: We assess performance against
a cross-section of key metrics over multiple time frames to discourage
undue focus on short-term results or on any one metric and to reinforce
risk balancing in performance measurement. Our incentive plans are not
overly leveraged (i.e., there is a cap on the maximum
payout). |
| ● | Deferred incentive
compensation: At least 50 percent of
incentive compensation for executive officers is deferred for at least
three years with performance-based
vesting. |

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| ● | Clawback policies: We maintain clawback policies that include a
requirement that our CEO’s cash AIA is subject to clawback at the
discretion of the Compensation and Benefits Committee if the Company does
not achieve acceptable performance the next year. |
| --- | --- |
| ● | Performance-based
vesting: Performance RSUs are used in
place of time-based RSUs for the Company’s senior
employees. |
| ● | Stock ownership and holding
requirements: We have robust stock
ownership requirements for our CEO and other NEOs (as described above),
including the retention of a portion of net shares for one year after
stock option exercises and RSU vesting. |

Clawback Policies

We would seek to recover, to the extent practicable, performance-based compensation from any executive officer and certain other members of senior management in those circumstances when:

| ● | The payment of such compensation was
based on the achievement of financial results that were subsequently the
subject of a financial restatement; and |
| --- | --- |
| ● | In the view of the Company’s Board
of Directors, the employee engaged in fraud or misconduct that caused or
partially caused the need for the restatement, and a smaller amount would
have been paid to the employee based upon the restated financial
results. |

In addition, as noted above, the cash portion of the CEO’s AIA is subject to clawback at the discretion of the Compensation and Benefits Committee if the Company does not achieve acceptable performance in the following year.

American Express also maintains a detrimental conduct policy covering approximately 500 employees, including the CEO. This policy requires an executive to forfeit unvested awards and to repay the proceeds from some or all of his or her compensation issued under our incentive compensation program in the event the executive engages in conduct that is detrimental to the Company.

Hedging and Pledging Restrictions

Executive officers may not hedge company shares (e.g., no short sales, forwards, options or collars). They may not pledge shares subject to stock ownership and holding requirements. We strictly control the pledge of any shares by requiring prior approval of the Company Secretary and the Chairman of the Nominating and Governance Committee to ensure that the pledge will not violate securities laws or insider trading restrictions or potentially present reputational risk. No executive officer shares are currently pledged.

Perquisites

We provide limited perquisites to support our objective to attract and retain talent for key positions, as well as to address security concerns. We also provide a flexible cash perquisite allowance of $35,000 for executive officers of the Company.

Award Timing

Consistent with past practice, annual cycle LTIA awards were granted to NEOs in January after the regularly scheduled January Compensation and Benefits Committee meeting. Our off-cycle LTIA awards (for new hires, mid-year promotions, retention grants, etc.) are granted on pre-established grant dates.

Tax Treatment

Tax rules generally limit the deductibility of compensation paid to our NEOs to $1 million per year unless such compensation is performance-based. In general, the Company intends to structure its incentive compensation arrangements in a manner that would comply with these tax rules. However, the Compensation and Benefits Committee maintains the flexibility to pay non-deductible incentive compensation.

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EXECUTIVE COMPENSATION Report of the Compensation and Benefits Committee

Post-Employment Compensation

Retirement Benefits NEOs receive retirement benefits through the following plans:

| ● | Retirement Savings Plan
(RSP): A qualified 401(k) savings plan
available to all eligible employees. |
| --- | --- |
| ● | Retirement Restoration Plan
(RRP): A nonqualified savings plan that
makes up for 401(k) benefits that would otherwise be lost as a result of
U.S. tax limits. |
| ● | Deferred
Compensation: Allows NEOs to defer a
portion of their base salary and AIA payout. The annual deferral limit is equal to one
times their base salary. |

All retirement benefits are more fully described under Retirement Plan Benefits on page 69 and under Nonqualified Deferred Compensation on pages 70 and 71.

Severance: Senior Executive Severance Policy Under the Senior Executive Severance Policy, NEOs who are terminated involuntarily (except in cases of misconduct) receive cash severance benefits equal to two years of base salary and AIA and also receive a pro rata AIA payment for the year of termination. LTIAs continue to vest and certain benefits continue during the severance period, unless the executive begins full-time, outside employment. U.S.–based NEOs who are age 65 or older are not eligible for severance unless the Compensation and Benefits Committee specifically approves severance for such an executive.

To protect shareholders and our business model, executives are required to comply with non-compete, non-solicitation, confidentiality and non-denigration provisions during the period of time they are receiving severance. Our uniform severance policy helps to avoid special treatment and provides an important enforcement mechanism for these protections. The Compensation and Benefits Committee must pre-approve severance for an executive officer.

Change in Control Benefits The Company provides change in control (CIC) benefits to encourage executives to consider the best interests of shareholders by stabilizing any concerns about their own personal financial well-being in the face of a potential CIC of the Company. Detailed information is provided under Potential Payments Upon Termination or Change in Control (CIC) on pages 72-75.

Report of the Compensation and Benefits Committee

The Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, it recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement.

Compensation and Benefits Committee

Robert D. Walter, Chairman Ursula M. Burns Peter Chernin Samuel J. Palmisano Ronald A. Williams

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EXECUTIVE COMPENSATION Report of the Compensation and Benefits Committee

Note Regarding 2016 TDC Decisions and Summary Compensation Table

It is important to recognize that the way the Compensation and Benefits Committee presents TDC is different from the SEC-required disclosure in the Summary Compensation Table (SCT) and is not a substitute for the information in that table.

In summary, the main difference between the SCT and TDC is the timing of disclosure related to equity awards. The chart below details this methodology.

| Concept and
Purpose | | Summary Compensation
Table* — Uses SEC
methodology, which includes a mix of both cash compensation actually
earned during 2016 and equity granted SEC-mandated compensation
disclosure | Total Direct
Compensation — Includes only pay
that is awarded based on 2016 performance Reflects the Compensation and Benefits
Committee’s January 2017 compensation decisions based on 2016
performance |
| --- | --- | --- | --- |
| Calculated as a sum
of: | Base Salary | ● Base salary paid in 2016 | ● Base salary set for 2017 |
| | Annual bonus | ● Annual cash bonus earned for 2016 performance | ● Total annual bonus awarded for 2016 performance –
regardless of form of payment (i.e., cash or equity) |
| | Portfolio Grant award | ● Value of PG earned for 2014-2016 (if paid in
cash) | ● Value
of PG 2017-2019 granted for performance year ending 2016 |
| | Equity awards | ● Accounting value of equity awards (Stock Options and
RSUs) granted in 2016 | ● Grant date value of equity awards (Stock Options and
RSUs) granted in January 2017 for performance year ending
2016 |

• The SEC rules also require disclosure of additional elements of compensation beyond the ones mentioned in this table, such as future pay opportunities for pension benefits, above market interest rate on deferred compensation and all other compensation.

Glossary of Key Compensation Terms

| NEOs | Named Executive Officers: refers
collectively to the Executive Officers referenced herein and includes
Messrs. Chenault, Squeri, Campbell and Buckminster and Ms.
Seeger |
| --- | --- |
| TDC | Total Direct Compensation: the sum of base
salary, Annual Incentive Awards (AIA) and Long-Term Incentive Awards
(LTIA) |
| AIA | Annual Incentive Award: the Company’s annual
incentive program that measures Shareholder, Customer, Employee and
long-term signpost goals over a one-year period |
| LTIA | Long-Term Incentive Award: the combination
of cash- and equity-based long-term incentives that align with long-term
business objectives and shareholder value creation; includes Portfolio
Grants (PG), Restricted Stock Units (RSUs) and Stock Options
(SOs) |
| PG | Portfolio Grant: cash-denominated,
performance-based long-term incentive that measures financial performance
and the achievement of strategic milestones, all measured over a
three-year period |
| RSUs | Restricted Stock Units: share-denominated
long-term incentives. Performance RSUs refer to performance-based
restricted stock units that are conditioned on ROE performance over a
three-year period (also subject to service vesting) |
| SOs | Stock Options: share-denominated long-term
incentive that has value only if the Company’s share price appreciates
above the grant price |

2017 PROXY STATEMENT | 61

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EXECUTIVE COMPENSATION Report of the Compensation and Benefits Committee

CEO Realizable Compensation Methodology

| Pay
Component | Comments | Methodology 26 |
| --- | --- | --- |
| Salary | ● — | ● Salary for the year |
| Annual Incentive
Award (Cash–denominated) | ● Portion of AIA awarded for the prior performance
year | ● Denominated in cash |
| Annual Incentive
Award (RSU–denominated) | ● Portion of AIA awarded for the prior performance year
paid in RSUs that vest one year after grant. 50 percent of net shares
received upon vesting must be retained until at least one year after
retirement | ● RSUs not subject to retention requirement are valued
using the Company’s stock price on the vesting date ● RSUs subject to retention are valued using the January
31, 2017 closing stock price |
| Portfolio
Grant | ● January 2014 award vested in January 2017 at 60 percent
of target and the earned amount was paid in RSUs (see page
54) ● January 2015 and January 2016 awards are still
outstanding and the potential payout range is 0-125 percent of target
based on three-year performance. Based on performance to date, these PGs
are likely to be earned at or below target | ● January 2014 award valued at actual payout
level ● January 2015 and January 2016 awards are valued assuming
a 70 and 100 percent of target payout 27 |
| Performance
RSUs | ● January 2014 award vested in January 2017 at 100 percent
of target (see page 53) ● January 2015 and January 2016 awards are still
outstanding and the potential payout range is 0-125 percent of target
based on three-year performance. Based on performance to date, these
Performance RSUs are likely to be earned at
target 28 | ● January 2014 shares are valued using the Company’s stock
price on vesting date ● January 2015 and January 2016 shares are valued using
January 31, 2017 stock price and are valued assuming payout at 100 percent
of target |
| Stock
Options | ● January 2014 exercise price: $86.64 ● January 2015 exercise price: $83.30 ● January 2016 exercise price: $55.09 | ● All grants, except the January 2016 award, are underwater
and accordingly are valued at zero based on January 31, 2017 stock price
and exercise price of each option
grant |

| 26 | The Compensation and Benefits Committee makes pay
decisions at its meeting at the end of each January (covering performance for the
prior fiscal year). Cash incentives are paid in the first quarter
(following the Committee meeting date) and long-term incentives are
granted soon after awards are approved by the Compensation and Benefits
Committee. Therefore, for the purposes of this analysis, outstanding RSUs
and stock options are valued using the closing share price on the last
business day of January 2017 (January 31, 2017: $76.38) to align with the
timing of Compensation and Benefits Committee decision-making and
long-term incentive award vesting. |
| --- | --- |
| 27 | Payout range is 0-125 percent of target. Actual payout
could be higher or lower than the assumed payout based on future
performance. See page 48 of the Proxy Statement filed in March 2016 for
information on the Portfolio Grant awarded in January 2016. See page 33 of
the Proxy Statement filed in March 2015 for information on the Portfolio
Grant awarded in January 2015. |
| 28 | See page 44 of the Proxy Statement filed in March 2016
for information on the Performance RSUs awarded in January 2016 and page
27 of the Proxy Statement filed in March 2015 for information on the
Performance RSUs awarded in January 2015. |

62 | AMERICAN EXPRESS COMPANY

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EXECUTIVE COMPENSATION Summary Compensation Table

Summary Compensation Table

The following Summary Compensation Table (SCT) summarizes the compensation of our NEOs for the year ended December 31, 2016, using the SEC-required disclosure rules. It is important to recognize that 2016 TDC determined by the Compensation and Benefits Committee is different than the amounts disclosed below using the SEC-required disclosure rules. See page 61 for key differences between the SCT and TDC awarded by the Compensation and Benefits Committee for 2016.

| Name and Principal
Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (2) | Non-equity Incentive
Plan Compensation (3) | Change
in Pension Value
and Non-Qualified Deferred Compensation Earnings (4) | All
Other Compensation (5) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| K.I. Chenault | 2016 | $ 2,000,000 | $ 0 | $ 12,809,527 | $ 1,573,150 | $ 0 | $ 518,804 | $ 562,158 | $ 17,463,639 |
| Chairman and Chief | 2015 | $ 2,000,000 | $ 0 | $ 16,339,045 | $ 2,563,088 | $ 0 | $ 300,525 | $ 785,433 | $ 21,988,091 |
| Executive Officer | 2014 | $ 2,000,000 | $ 4,500,000 | $ 12,429,114 | $ 2,535,762 | $ 0 | $ 417,925 | $ 913,282 | $ 22,796,083 |
| S.J. Squeri | 2016 | $ 1,350,000 | $ 5,100,000 | $ 3,763,308 | $ 886,690 | $ 795,000 | $ 50,006 | $ 386,262 | $ 12,331,266 |
| Vice Chairman | 2015 | $ 1,301,154 | $ 2,750,000 | $ 8,563,819 | $ 811,088 | $ 771,150 | $ 0 | $ 359,965 | $ 14,557,176 |
| | 2014 | $ 1,250,000 | $ 4,150,000 | $ 2,275,166 | $ 849,774 | $ 1,217,850 | $ 86,630 | $ 376,972 | $ 10,206,392 |
| J.C. Campbell | 2016 | $ 1,000,000 | $ 3,925,000 | $ 2,023,235 | $ 476,703 | $ 900,000 | $ 0 | $ 230,988 | $ 8,555,926 |
| Executive Vice President | 2015 | $ 1,000,000 | $ 4,850,000 | $ 2,147,224 | $ 752,688 | $ 873,000 | $ 0 | $ 222,403 | $ 9,845,315 |
| and Chief Financial Officer | 2014 | $ 1,000,000 | $ 6,150,000 | $ 1,820,133 | $ 679,819 | $ 3,177,000 | $ 0 | $ 240,215 | $ 13,067,167 |
| L.E. Seeger | 2016 | $ 800,000 | $ 4,733,000 | $ 1,618,599 | $ 381,365 | $ 660,000 | $ 0 | $ 200,109 | $ 8,393,073 |
| Executive Vice President | 2015 | $ 800,000 | $ 3,858,000 | $ 1,480,824 | $ 519,088 | $ 640,200 | $ 0 | $ 157,631 | $ 7,455,743 |
| and General Counsel | | | | | | | | | |
| D.E. Buckminster | 2016 | $ 700,000 | $ 2,200,000 | $ 1,294,890 | $ 305,095 | $ 540,000 | $ 37,529 | $ 246,427 | $ 5,323,941 |
| President, Global Consumer | 2015 | $ 616,538 | $ 1,650,000 | $ 1,092,146 | $ 382,841 | $ 523,800 | $ 0 | $ 194,096 | $ 4,459,421 |
| Services | 2014 | $ 600,000 | $ 2,150,000 | $ 982,844 | $ 367,092 | $ 953,100 | $ 66,847 | $ 2,883,175 | $ 8,003,058 |

| (1) | The amounts in this column reflect AIA cash payments for
annual performance. For Mr. Chenault, his 2016 AIA was reallocated and
paid out in the form of long-term incentive awards, comprising a
combination of Stock Options, Performance RSUs and PG 2017-19. For Ms.
Seeger, the 2016 amount also includes installments of a sign-on cash payment
of $2,633,000 made in accordance with her employment offer letter to
replace a portion of long-term incentives forfeited at her prior employer
as a result of joining the Company. |
| --- | --- |
| (2) | Represents the aggregate grant date fair value of the
awards pursuant to FASB ASC Topic 718, Compensation – Stock Compensation.
Additional details on accounting for stock-based compensation can be found
in Note 11 “Stock Plans” to our Consolidated Financial Statements
contained in our 2016 Annual Report on Form 10-K. |
| | A significant portion of Mr. Chenault’s total direct
compensation is delivered in the form of equity that is deferred. The
table below provides detail on the RSUs included in the stock awards
column: |

	2016	2015	2014
Annual RSU award granted
in January for performance in the prior year *	$ 5,851,825	$ 7,311,824	$ 6,789,197
Portion of AIA awarded in
RSUs in January for performance in the prior year *	$ 3,974,964	$ 3,599,893	$ 1,949,920
Payment of PG award in the
form of RSUs. Amount in column reflects the RSUs granted in January with
respect to PG awards whose performance periods ended the prior
year	$ 2,982,738	$ 5,427,328	$ 3,689,997
TOTAL	$ 12,809,527	$ 16,339,045	$ 12,429,114

| * |
| --- |
| With respect to the RSU awards for Mr.
Chenault, the amount in the Stock Awards column of the SCT reflects the
aggregate value of all of the awards set forth in the table above,
including the target value of his annual RSU award, assuming that target
performance is achieved against the average ROE target during the
three-year performance period ($5,851,825). For all other executives, the
amount in the Stock Awards Column of the SCT reflects only the target
value of their annual RSU awards, assuming that target performance is
achieved against the average ROE target during the three-year performance
period. For each executive’s annual RSU award, the
maximum value as of the grant date, assuming the highest level of
performance will be achieved, is as follows: Messrs. Chenault
($7,314,740), Squeri ($4,704,135), Campbell ($2,529,017) and Buckminster
($1,618,599) and Ms. Seeger ($2,023,235). |

2017 PROXY STATEMENT | 63

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EXECUTIVE COMPENSATION Summary Compensation Table

| (3) | The 2016 amounts in this column
reflect the cash payment made to the NEO in respect of a payout under the
PG 2014-16 awards granted in 2014, in accordance with award terms. For Mr.
Chenault, the 2016 amount excludes payment of $3,075,000 which was made in
the form of RSUs granted in January 2017 that vest one year from the grant
date. One-half of these RSUs are payable in cash and the other half are
payable in shares (net shares must be held until one year after
retirement). |
| --- | --- |
| (4) | The amounts in this column
reflect the actuarial increase or decrease in the present value of the
NEOs’ benefits under all defined benefit pension plans established by the
Company. The amounts reflect the impact of changes in interest rates and
the NEOs’ changes in age during the year which are used to measure the
present value. When interest rates fall, as they did during 2016,
the present value of this benefit will increase, but this increase does
not represent any additional benefit to the
executive. |
| (5) | See the All Other Compensation
Table below for additional information. |

All Other Compensation Table

| Name | Year | Perquisites and Other Personal Benefits (1) | Tax
Payments/ Reimbursements (2) | Company Contributions to
Defined Contribution Plans (3) | Executive
Life Insurance (4) | Dividends and Dividend Equivalents (5) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| K.I. Chenault | 2016 | $ 285,310 | $ N/A | $ 270,000 | $ 6,848 | $ N/A | $ 562,158 |
| | 2015 | $ 259,358 | $ N/A | $ 520,000 | $ 6,075 | $ N/A | $ 785,433 |
| | 2014 | $ 344,795 | $ N/A | $ 560,000 | $ 5,393 | $ 3,094 | $ 913,282 |
| S.J. Squeri | 2016 | $ 79,472 | $ N/A | $ 303,750 | $ 3,040 | $ N/A | $ 386,262 |
| | 2015 | $ 82,973 | $ N/A | $ 274,249 | $ 2,743 | $ N/A | $ 359,965 |
| | 2014 | $ 79,989 | $ N/A | $ 293,750 | $ 2,478 | $ 755 | $ 376,972 |
| J.C. Campbell | 2016 | $ 73,248 | $ N/A | $ 150,000 | $ 7,740 | $ N/A | $ 230,988 |
| | 2015 | $ 74,663 | $ N/A | $ 140,000 | $ 7,740 | $ N/A | $ 222,403 |
| | 2014 | $ 82,229 | $ N/A | $ 153,846 | $ 4,140 | $ N/A | $ 240,215 |
| L.E. Seeger | 2016 | $ 72,369 | $ N/A | $ 120,000 | $ 7,740 | $ N/A | $ 200,109 |
| | 2015 | $ 43,645 | $ N/A | $ 109,846 | $ 4,140 | $ N/A | $ 157,631 |
| D.E. Buckminster | 2016 | $ 86,303 | $ N/A | $ 157,500 | $ 2,624 | $ N/A | $ 246,427 |
| | 2015 | $ 60,909 | $ N/A | $ 130,778 | $ 2,409 | $ N/A | $ 194,096 |
| | 2014 | $ 789,328 | $ 1,950,150 | $ 141,000 | $ 2,244 | $ 453 | $ 2,883,175 |

| (1) | See the Perquisites and Other
Personal Benefits table below for additional information regarding the
components of this column. |
| --- | --- |
| (2) | For Mr. Buckminster, who was on
international assignment in London until June 2014, trailing tax
equalization payments or reimbursements have been made and recorded
following the termination of his assignment in 2014 in order to address
any foreign tax obligations relating to income received, awarded or earned
during his assignment. In 2016, Mr. Buckminster received a net foreign tax
credit of approximately $699,097 relating to payments made by the Company
on his behalf in previous years. This amount was returned to the Company
and is not reflected in the table above. |
| (3) | This column reflects Company
contributions to the NEOs’ accounts under the Company’s Retirement Savings
Plan (RSP) and the RRP-RSP Related Account. See pages 69-71 for a further
description of the RSP and the RRP-RSP Related
Account. |
| (4) | This column reflects income
imputed to the NEO under the Company’s executive life insurance
program. |
| (5) | This column reflects dividends
and dividend equivalents paid in connection with unvested RSUs awarded to
the NEOs. Starting in 2015, there are no amounts reflected in this column
because all dividends were factored into the grant date fair value of the
awards included in the Summary Compensation Table in the year of grant.
Dividends and dividend equivalents on unvested RSUs granted to executive
officers will be paid only if and when underlying shares
vest. |

64 | AMERICAN EXPRESS COMPANY

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EXECUTIVE COMPENSATION Summary Compensation Table

Perquisites and Other Personal Benefits

| Name | Year | Local
and Other Travel Benefits (1) | Personal Use
of Company Aircraft (2) | Flexible Perquisite Allowance (3) | Home Security System (4) | Security During Personal Trips (4) | International Assignment (5) | Other Benefits (6) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| K.I. Chenault | 2016 | $ 19,731 | $ 152,538 | $ 35,000 | $ 48,715 | $ 15,111 | N/A | $ 14,215 | $ 285,310 |
| | 2015 | $ 13,089 | $ 145,611 | $ 35,000 | $ 30,570 | $ 23,234 | N/A | $ 11,854 | $ 259,358 |
| | 2014 | $ 23,377 | $ 181,638 | $ 35,000 | $ 45,373 | $ 19,952 | N/A | $ 39,455 | $ 344,795 |
| S.J. Squeri | 2016 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 14,472 | $ 79,472 |
| | 2015 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 17,973 | $ 82,973 |
| | 2014 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 14,989 | $ 79,989 |
| J.C. Campbell | 2016 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 8,248 | $ 73,248 |
| | 2015 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 9,663 | $ 74,663 |
| | 2014 | $ 30,000 | $ 3,091 | $ 35,000 | N/A | N/A | N/A | $ 14,138 | $ 82,229 |
| L.E. Seeger | 2016 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 7,369 | $ 72,369 |
| | 2015 | $ 0 | $ 0 | $ 35,000 | N/A | N/A | N/A | $ 8,645 | $ 43,645 |
| D.E. Buckminster | 2016 | $ 30,000 | $ 0 | $ 35,000 | N/A | N/A | $ 19,608 | $ 1,695 | $ 86,303 |
| | 2015 | $ 0 | $ 0 | $ 35,000 | N/A | N/A | $ 24,021 | $ 1,888 | $ 60,909 |
| | 2014 | $ 0 | $ 0 | $ 35,000 | N/A | N/A | $ 752,358 | $ 1,970 | $ 789,328 |

| (1) | For 2016, local and other travel
benefits include local travel allowance for NEOs other than Mr. Chenault.
For Mr. Chenault, the Company’s security policy requires him to use for
all travel purposes, to the maximum extent practicable, the automobiles
and aircraft provided by the Company to executives for business travel.
The calculation of the incremental cost for personal use of Company-owned
automobiles and aircraft is based on the variable cost to the Company of
operating the automobiles and aircraft and includes, among other things,
fuel costs, maintenance costs and, in the case of aircraft, the cost of
trip-related crew hotels and meals, and landing and ground handling fees.
The calculation does not include fixed costs that would have been incurred
regardless of whether there was any personal use of the automobiles or
aircraft (e.g., purchase costs and depreciation, driver and flight crew
fixed salaries and benefits, insurance costs, etc.). |
| --- | --- |
| (2) | Effective January 1, 2010, the
Company requires reimbursement by Mr. Chenault for incremental costs in
excess of $200,000 per year for travel on Company aircraft that is deemed
by the SEC to be personal use, including use to travel to outside board
meetings. |
| (3) | The amount in this column
reflects the perquisite allowance paid to the NEOs. |
| (4) | The amounts in these columns
include costs associated with home security and security during personal
trips for Mr. Chenault. |
| (5) | The amounts shown include
expatriate services and allowances in connection with Mr. Buckminster’s
repatriation to the United States, due to his international assignments.
The services provided to Mr. Buckminster are provided to all employees on
international assignment. Amounts that were paid or received in British
Pound Sterling were converted to U.S. Dollars based on the conversion rate
as of the date paid, received or allocated. |
| (6) | This column reflects the
aggregate amount of other perquisites and personal benefits provided, none
of which individually exceeded the greater of $25,000 or 10 percent of the
total amount of all perquisites and other personal benefits reported for
the NEO. These other benefits consist of office parking, reimbursement for
certain information technology services, payment of service awards and the
cost of certain meals from the Company’s dining facilities. In addition to
the perquisites and other benefits described in the table and footnotes
above, our NEOs also receive occasional secretarial support with respect
to personal matters and may, on occasion, use the Company’s tickets for
sporting and entertainment events for personal rather than business
purposes. We incur no incremental cost for the provision of such
additional benefits. |
| | For Mr. Chenault, the 2014 amount
includes premiums for Director’s Charitable Award Program life
insurance. |

2017 PROXY STATEMENT | 65

Table of Contents

EXECUTIVE COMPENSATION Grants of Plan-Based Awards

Grants of Plan-Based Awards

The following table provides information on SO, PRSU and PG 2016-18 awards granted to each of our NEOs in 2016 under the 2007 Incentive Compensation Plan.

| Name | Award
Type (1) | Grant Date | Approval Date | Estimated
Future Payouts under Non-Equity Incentive Plan
Awards (2) | | | Estimated
Future Payouts under Equity Incentive Plan Awards (2) | | | Grant Date Fair Value of
Stock and Option Awards (4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | |
| K.I. Chenault | PG 2016-18 | 1/26/2016 | 1/25/2016 | $ 0 | $ 5,125,000 | $ 6,406,250 | | | | |
| | SO | 1/26/2016 | 1/25/2016 | | | | | 121,198 | $ 55.09 | $ 1,573,150 |
| | RSU | 1/26/2016 | 1/25/2016 | | | | | 126,297 | | $ 6,957,702 |
| | PRSU | 1/26/2016 | 1/25/2016 | | | | 0 | 106,223 | 132,778 | $ 5,851,825 |
| S.J. Squeri | PG 2016-18 | 1/26/2016 | 1/25/2016 | $ 0 | $ 1,500,000 | $ 1,875,000 | | | | |
| | SO | 1/26/2016 | 1/25/2016 | | | | | 68,312 | $ 55.09 | $ 886,690 |
| | PRSU | 1/26/2016 | 1/25/2016 | | | | 0 | 68,312 | 85,390 | $ 3,763,308 |
| J.C. Campbell | PG 2016-18 | 1/26/2016 | 1/25/2016 | $ 0 | $ 1,500,000 | $ 1,875,000 | | | | |
| | SO | 1/26/2016 | 1/25/2016 | | | | | 36,726 | $ 55.09 | $ 476,703 |
| | PRSU | 1/26/2016 | 1/25/2016 | | | | 0 | 36,726 | 45,907 | $ 2,023,235 |
| L.E. Seeger | PG 2016-18 | 1/26/2016 | 1/25/2016 | $ 0 | $ 1,100,000 | $ 1,375,000 | | | | |
| | SO | 1/26/2016 | 1/25/2016 | | | | | 29,381 | $ 55.09 | $ 381,365 |
| | PRSU | 1/26/2016 | 1/25/2016 | | | | 0 | 29,381 | 36,726 | $ 1,618,599 |
| D.E. Buckminster | PG 2016-18 | 1/26/2016 | 1/25/2016 | $ 0 | $ 1,200,000 | $ 1,500,000 | | | | |
| | SO | 1/26/2016 | 1/25/2016 | | | | | 23,505 | $ 55.09 | $ 305,095 |
| | PRSU | 1/26/2016 | 1/25/2016 | | | | 0 | 23,505 | 29,381 | $ 1,294,890 |

| (1) | Portfolio Grant (PG)
Awards. These awards link compensation
to our financial and strategic performance over a three-year period. The
goals for the performance period were based on financial performance
metrics and strategic milestones. |
| --- | --- |
| | The Company discloses the
specific performance metric goals as well as the performance outcomes of
each PG award at the end of the performance period so that shareholders
can assess the appropriateness thereof. The Company does not disclose the
goals at the time of grant due to competitive sensitivity. The potential
award payout is determined based on a table of possible performance and
earned payout levels, including a cap on the overall earned payout level.
The actual payout could be higher or lower than the notional target value
based on performance. |
| | Stock Options (SO). The SOs have a ten-year term and 100 percent of
these shares become exercisable on the third anniversary of the grant
date, subject to the Company achieving positive Cumulative Net Income over
the vesting period. |
| | Performance-based Restricted
Stock Units (PRSU). Except as specified
otherwise, RSU awards will be granted with performance-based awards
vesting on the third anniversary of the grant date in an amount determined
based on performance against the average ROE target during the three-year
performance period. |
| | 126,297 RSUs granted to Mr.
Chenault are in connection with his 2015 AIA and payout of PG 2013-15 and
will vest on the first anniversary of the grant date subject to the
performance hurdle of positive Cumulative Net Income over the vesting period. One
half of these RSUs are payable in cash and the other half are payable in
shares (net shares must be held until one year after retirement). Dividend
equivalents on RSUs will accrue but will not be paid unless and until the
underlying shares vest. |
| (2) | The amounts shown under these
columns represent potential aggregate threshold, target and maximum
payouts for achievement of threshold, target and maximum performance
levels for awards granted. The ”threshold ” payout is zero, since it
represents the level of performance for which no award would be earned.
The “target” payout is equal to 100 percent of the NEO’s grant value and
represents the amount that may be paid for achieving the target level of
performance across all performance goals. The “maximum” payout (125
percent) represents the amount that may be paid for achieving or exceeding
the maximum level of performance across all performance goals, subject to
an overall cap on the payout amount. |
| (3) | The exercise price of the SOs is
the closing price of the Company’s common shares on the NYSE on the grant
date. |
| (4) | Represents the aggregate grant
date fair value of the awards pursuant to FASB ASC Topic 718, Compensation
– Stock Compensation. Additional details on accounting assumptions for
stock-based compensation are referenced in footnote 2 of the Summary
Compensation Table. |
| | All awards are subject to
continuous employment with the Company (unless specified otherwise),
except awards may vest upon death, disability termination, retirement or,
in certain circumstances, in connection with a change in control of the
Company, as described in the Potential Payments Upon Termination or Change
in Control Table. |

66 | AMERICAN EXPRESS COMPANY

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EXECUTIVE COMPENSATION Outstanding Equity Awards at Fiscal Year-End 2016

Outstanding Equity Awards at Fiscal Year-End 2016

The following table shows the number of shares covered by exercisable and unexercisable SOs and unvested RSUs granted under the 2007 Incentive Compensation Plan for our NEOs on December 31, 2016.

| Name | Grant Date | Option
Awards — Number
of Securities Underlying Unexercised Options
(#) Exercisable | | Number
of Securities Underlying Unexercised Options
(#) Unexercisable | Equity Incentive Plan Awards: Number
of Securities Underlying Unexercised Unearned Options (#) | | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number
of Unearned Shares, Units or other Rights that have
Not Vested (#) | | Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares,
Units, or other Rights that have
Not Vested ($)(a) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| K.I. Chenault | 1/26/2016 | | | | 121,198 | (1) | $ 55.09 | 1/26/2026 | 126,297 | (b) | $ 9,356,082 |
| | 1/26/2016 | | | | | | | | 106,223 | (c) | $ 7,869,000 |
| | 1/26/2015 | | | | 87,777 | (1) | $ 83.30 | 1/26/2025 | 87,777 | (c) | $ 6,502,520 |
| | 1/28/2014 | | | | 78,361 | (1) | $ 86.64 | 1/28/2024 | 78,361 | (c) | $ 5,804,983 |
| | 1/29/2013 | 103,786 | (1) | – | | | $ 59.45 | 1/29/2023 | | | |
| | 1/24/2012 | 123,706 | (2) | – | | | $ 49.23 | 1/24/2022 | | | |
| | 1/27/2011 | 135,981 | (2) | – | | | $ 44.54 | 1/27/2021 | | | |
| | 1/26/2010 | 650,918 | (2) | – | | | $ 38.10 | 1/26/2020 | | | |
| | 1/29/2009 | 1,196,888 | (2) | – | | | $ 16.71 | 1/29/2019 | | | |
| S.J. Squeri | 1/26/2016 | | | | 68,312 | (1) | $ 55.09 | 1/26/2026 | 68,312 | (c) | $ 5,060,553 |
| | 10/30/2015 | | | | | | | | 68,250 | (d) | $ 5,055,960 |
| | 1/26/2015 | | | | 27,777 | (1) | $ 83.30 | 1/26/2025 | 27,777 | (c) | $ 2,057,720 |
| | 1/26/2015 | | | | | | | | 15,006 | (e) | $ 1,111,644 |
| | 1/28/2014 | | | | 26,260 | (1) | $ 86.64 | 1/28/2024 | 26,260 | (c) | $ 1,945,341 |
| | 1/29/2013 | 33,652 | (1) | – | | | $ 59.45 | 1/29/2023 | | | |
| | 1/24/2012 | 37,486 | (2) | – | | | $ 49.23 | 1/24/2022 | | | |
| | 1/27/2011 | 32,965 | (2) | – | | | $ 44.54 | 1/27/2021 | | | |
| J.C. Campbell | 1/26/2016 | | | | 36,726 | (1) | $ 55.09 | 1/26/2026 | 36,726 | (c) | $ 2,720,662 |
| | 1/26/2015 | | | | 25,777 | (1) | $ 83.30 | 1/26/2025 | 25,777 | (c) | $ 1,909,560 |
| | 1/28/2014 | | | | 21,008 | (1) | $ 86.64 | 1/28/2024 | 21,008 | (c) | $ 1,556,273 |
| | 7/31/2013 | 24,892 | (3) | – | | | $ 73.77 | 7/31/2023 | | | |
| | 7/31/2013 | 49,785 | (1) | – | | | $ 73.77 | 7/31/2023 | | | |
| L.E. Seeger | 1/26/2016 | | | | 29,381 | (1) | $ 55.09 | 1/26/2026 | 29,381 | (c) | $ 2,176,544 |
| | 1/26/2015 | | | | 17,777 | (1) | $ 83.30 | 1/26/2025 | 17,777 | (c) | $ 1,316,920 |
| | 7/31/2014 | | | | | | | | 28,409 | (f) | $ 2,104,539 |
| D.E. Buckminster | 1/26/2016 | | | | 23,505 | (1) | $ 55.09 | 1/26/2026 | 23,505 | (c) | $ 1,741,250 |
| | 1/26/2015 | | | | 13,111 | (1) | $ 83.30 | 1/26/2025 | 13,111 | (c) | $ 971,263 |
| | 1/28/2014 | | | | 11,344 | (1) | $ 86.64 | 1/28/2024 | 11,344 | (c) | $ 840,364 |
| | 1/29/2013 | 16,354 | (1) | – | | | $ 59.45 | 1/29/2023 | | | |
| | 1/24/2012 | 19,493 | (2) | – | | | $ 49.23 | 1/24/2022 | | | |
| | 1/27/2011 | 19,779 | (2) | – | | | $ 44.54 | 1/27/2021 | | | |
| | 1/26/2010 | 94,488 | (2) | – | | | $ 38.10 | 1/26/2020 | | | |
| | 1/31/2008 | 100,000 | (2) | – | | | $ 49.13 | 1/30/2018 | | | |
| | 7/31/2007 | 50,000 | (2) | – | | | $ 58.54 | 7/30/2017 | | | |

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EXECUTIVE COMPENSATION Option Exercises and Stock Vested in 2016

Unless specified otherwise, exercisability of option awards and vesting of stock awards is subject to continuous employment by the Company, except that unvested awards may vest upon death, disability, termination, retirement or change in control of the Company as described on pages 72-75.

Notes Relating to Option Awards

| (1) | These SOs vest 100 percent on the
third anniversary of the grant date, subject to positive Cumulative Net
Income over the three-year performance period starting with the year of
grant. |
| --- | --- |
| (2) | These SOs vested 25 percent on the
first, second, third and fourth anniversaries of the grant
date. |
| (3) | These SOs vested on January 29,
2016 as a result of satisfaction of the performance criteria, which was positive Cumulative Net Income over the three-year
performance period (2013-2015). |
| Notes Relating to Stock
Awards | |
| (a) | The market value of the stock awards
is based on the closing price per share of our stock on December 31, 2016,
which was $74.08. |
| (b) | These awards vest on the first
anniversary of the grant date subject to positive Cumulative Net Income.
One half of these RSUs is payable in cash and the other half is payable in
shares (net shares must be held until one year after
retirement). |
| (c) | These awards vest on the third
anniversary of the grant date, subject to our achieving average annual ROE
of 23-27 percent for the 2016, 2015 and 2014 awards over the vesting
period. The number of awards above reflects that based on previous fiscal
year’s performance ROE is at target and a payout at 100 percent is made
based upon the trend in the ROE performance as of December 31,
2016. |
| (d) | For Mr. Squeri, an award of 68,250
RSUs was granted in connection with his promotion to Vice Chairman of the
Company. These awards vest on the third anniversary of the grant date
subject to positive Cumulative Net Income. |
| (e) | These awards vest on the second
anniversary of the grant date, subject to positive Cumulative Net
Income. |
| (f) | 56,818 RSUs granted on July 31, 2014 vest in two equal
installments with 50 percent of grant vested on July 31, 2016 and 50
percent of grant vesting on July 31, 2017, subject to positive Cumulative
Net Income. |

Option Exercises and Stock Vested in 2016

The following table contains information about exercises of SOs and shares acquired by the NEOs upon the vesting of RSUs during 2016.

| Name | Option
Awards — Number of Shares Acquired
on Exercise (#) | Value Realized
on Exercise ($)(1) | Stock
Awards — Number of Shares Acquired
on Vesting (#) | Value Realized
on Vesting ($)(2) |
| --- | --- | --- | --- | --- |
| K.I. Chenault | 882,813 | $ 11,938,015 | 215,580 | $ 11,705,838 |
| S.J. Squeri | 39,370 | $ 1,425,493 | 43,172 | $ 2,309,702 |
| J.C. Campbell | – | – | 77,140 | $ 4,690,630 |
| L.E. Seeger | – | – | 28,409 | $ 1,831,244 |
| D.E. Buckminster | 50,000 | $ 831,065 | 16,893 | $ 903,776 |

| (1) | Amounts reflect the difference between the exercise
price of the SO and the market price of our common stock at the time of
exercise. |
| --- | --- |
| (2) | Amounts reflect the value of our common stock based on
the closing price of the Company’s common shares on the NYSE on the day on
which the RSUs vested. |

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EXECUTIVE COMPENSATION Retirement Plan Benefits

Retirement Plan Benefits

The table below shows the present value of accumulated benefits payable to each of the NEOs under the American Express Retirement Plan and the American Express Retirement Restoration Plan (RRP), a nonqualified plan. Mr. Campbell and Ms. Seeger are not eligible to participate in these plans.

Pension Benefits 2016

| Name | Plan Name | Number
of Years Credited Service (#) | Present Value
of Accumulated Benefits (1) | Payments During Last
Fiscal Year |
| --- | --- | --- | --- | --- |
| K.I. Chenault | Retirement Plan | 35 | $ 777,846 | $ 0 |
| | RRP-Retirement Plan | | $ 8,730,392 | $ 0 |
| | Total | | $ 9,508,238 | $ 0 |
| S.J. Squeri | Retirement Plan | 31 | $ 336,851 | $ 0 |
| | RRP-Retirement Plan | | $ 629,936 | $ 0 |
| | Total | | $ 966,787 | $ 0 |
| D.E. Buckminster | Retirement Plan | 30 | $ 304,861 | $ 0 |
| | RRP-Retirement Plan | | $ 395,979 | $ 0 |
| | Total | | $ 700,840 | $ 0 |

(1) Present Value of Accumulated Benefits (PVAB) was determined using the same measurement date (December 31, 2016) and assumptions as used for financial reporting purposes:

| ● | Discount rate equal to 3.85
percent |
| --- | --- |
| ● | RP-2016 Mortality Table projected
with MP-2016 longevity improvements |
| ● | Retirement age is assumed to be the
normal retirement age as defined in the plan (age
65) |
| ● | Form of payment is the value of the
cash balance account payable as a lump-sum distribution upon
retirement |
| ● | PVAB includes the value of the
MetLife benefit described below, if
applicable |

Retirement Plan The NEOs (except for Mr. Campbell and Ms. Seeger) participate in the Retirement Plan, which is a defined benefit cash balance retirement plan. As a result of amendments made to the Retirement Plan in 2007, benefit accruals were discontinued, although the Retirement Plan continues to credit participants with interest on their outstanding account balances. The Retirement Plan sets the interest rate each year based on the average of the interest rates for certain five-year U.S. Treasury Notes, with a minimum interest rate of 5 percent. The maximum interest rate is the lower of 10 percent or the applicable interest rate specified in the Retirement Plan. For 2016 and 2017, the interest rate is 5 percent. In addition, benefits from the prior retirement plan, which was terminated in 1985, are payable through an insurance contract with Metropolitan Life Insurance Company and are included in the table above.

RRP-Retirement Plan Each RRP participant who participated in the Retirement Plan has a Retirement Plan related account for benefits that could not be provided under the Retirement Plan as a result of IRS limitations on tax-qualified plans. Compensation for RRP-Retirement Plan account purposes included the same components of compensation as for the Retirement Plan. RRP-Retirement Plan benefits accrue and vest in a similar manner to benefits under the Retirement Plan. Participants may elect to receive payment of their RRP-Retirement Plan benefits in either a lump sum or annual installments over a period of five, ten or fifteen consecutive years. Lump sum payments are made on or about the January 1 or July 1 that is at least six months following the participant’s separation from service and installment payments commence on or about the July 1 of the calendar year following the year in which the participant separates from service.

As a result of amendments made to the Retirement Plan and RRP in 2007, benefit accruals were discontinued, however, like the Retirement Plan, the RRP-Retirement Plan continues to credit participants with interest on their outstanding account balances in accordance with the Retirement Plan provision as described above.

2017 PROXY STATEMENT | 69

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EXECUTIVE COMPENSATION Nonqualified Deferred Compensation

Nonqualified Deferred Compensation

The following table shows the executive or company contributions, earnings, withdrawals and account balances for the NEOs in the RRP-Retirement Savings Plan (RSP) accounts and the deferred compensation programs. These programs are unfunded, unsecured deferred compensation programs.

Nonqualified Deferred Compensation 2016

| Name | Plan
Name | Executive Contributions in
Last FY | Company Contributions in
Last FY (1) | Aggregate Earnings in
Last FY (2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last
FYE (3) |
| --- | --- | --- | --- | --- | --- | --- |
| K.I. Chenault | RRP-RSP | N/A | $ 235,000 | $ 88,566 | $ 0 | $ 6,260,391 |
| | Deferral Plan | $ 86,750 | N/A | $ 907,061 | $ 0 | $ 30,648,003 |
| | Total | $ 86,750 | $ 235,000 | $ 995,627 | $ 0 | $ 36,908,394 |
| S.J. Squeri | RRP-RSP | N/A | $ 295,250 | $ 212,560 | $ 0 | $ 2,898,286 |
| | Deferral Plan | $ 191,750 | N/A | $ 245,122 | $ 581,165 | $ 4,640,438 |
| | Total | $ 191,750 | $ 295,250 | $ 457,682 | $ 581,165 | $ 7,538,724 |
| J.C. Campbell | RRP-RSP | N/A | $ 130,125 | $ 17,349 | $ 0 | $ 397,494 |
| | Deferral Plan | $ 179,250 | N/A | $ 32,637 | $ 0 | $ 562,267 |
| | Total | $ 179,250 | $ 130,125 | $ 49,986 | $ 0 | $ 959,761 |
| L.E. Seeger | RRP-RSP | N/A | $ 100,125 | $ 7,443 | $ 0 | $ 196,545 |
| | Deferral Plan | $ 88,000 | N/A | $ 19,728 | $ 0 | $ 181,343 |
| | Total | $ 88,000 | $ 100,125 | $ 27,171 | $ 0 | $ 377,888 |
| D.E. Buckminster | RRP-RSP | N/A | $ 127,688 | $ 28,066 | $ 0 | $ 1,144,173 |
| | Deferral Plan | $ 104,250 | N/A | $ 392,975 | $ 0 | $ 7,527,034 |
| | Total | $ 104,250 | $ 127,688 | $ 421,041 | $ 0 | $ 8,671,207 |

| (1) | The amounts in this column are also included in the
Summary Compensation Table on page 63 under “All Other
Compensation.” |
| --- | --- |
| (2) | Earnings on RRP-RSP and Deferral Plan balances are
determined based on hypothetical investment of those account balances at
the direction of the participant in the investment options available under
the RSP (other than the Self-Directed Brokerage Account and the Company
Stock Fund). In addition to the investment options in the RSP, a Market
Interest Rate option is available for pre-2011 Deferral Plan balances
only. The Market Interest Rate option earns a rate of return based on the
SEC-defined market rate for deferred compensation for the year, which is
120 percent of the long-term Applicable Federal Rate for December of the
preceding year. |
| (3) | Of the total amounts shown in this column, the following
amounts have been reported as “Salary,” “Bonus” or “Non-Equity Incentive
Plan Compensation” in the Summary Compensation Table on page 63 in this
proxy statement and in prior years’ proxy statements: for Mr. Chenault,
$10,195,598; for Mr. Campbell, $550,827; for Mr. Squeri, $2,596,750; for
Mr. Buckminster, $1,181,615; and for Ms. Seeger, $158,500. The amounts in
the preceding sentence do not include: 1) amounts deferred by each
executive before becoming an NEO; and 2) amounts reported in prior years’
proxy statements as above-market earnings on deferred
compensation. |

Retirement Savings Plan Effective January 2010, all active participants, including the NEOs, were immediately 100 percent vested in the Company matching contribution, which is generally up to 5 percent of total pay (base pay and eligible incentive pay capped at one times base pay). The RSP was amended effective January 1, 2017 to increase the Company matching contribution from 5 percent to 6 percent of total pay. The Company may also contribute an annual discretionary profit sharing amount (ranging from 0-5 percent) for eligible employees based on the Company’s annual performance. As a result of the Company’s 2016 performance, the Board approved a profit sharing contribution of 2.5 percent of total pay for eligible employees (including NEOs). Company profit sharing contributions generally vest on the third anniversary of an employee’s service with the Company.

For Company employees who commenced their employment prior to April 1, 2007, an additional conversion contribution of up to 8 percent of total pay is generally also contributed. The percentage varies by

70 | AMERICAN EXPRESS COMPANY

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EXECUTIVE COMPENSATION Nonqualified Deferred Compensation

individual based on their projected age and service as of December 31, 2008. The conversion contributions for the NEOs are as follows: Mr. Chenault: 6.0 percent and Messrs. Squeri and Buckminster: 3.75 percent. Mr. Campbell and Ms. Seeger commenced employment after April 1, 2007 and are not eligible for conversion contributions. As a result of the amendments to the RSP effective January 1, 2017, conversion contributions will be phased out, with contributions ending at the end of 2017 for certain executives, including the NEOs, and ending at the end of 2018 for all other employees.

RRP-RSP Each RRP participant has an RRP-RSP account for benefits that cannot be provided under the Retirement Savings Plan as a result of IRS limitations on tax-qualified plans. The RRP was amended effective January 1, 2011, such that the Company matches employee contributions in the RRP-RSP account up to a maximum of 5 percent of total pay in excess of IRS compensation limits, only to the extent the employee voluntarily defers compensation under the Company’s nonqualified Deferral Plan described below. All other Company contributions to the RRP-RSP were not impacted by this amendment. Compensation for RRP-RSP account purposes includes the same components of compensation as for the Retirement Savings Plan, as well as the value of base pay and annual cash incentive amounts deferred by a participant under the Company’s nonqualified Deferral Plan. The RRP was amended effective January 1, 2017 to be consistent with the changes taking effect in the RSP for the Company matching contribution and conversion contributions. Participants may elect to receive payment of their RRP-RSP benefits in either a lump sum or annual installments over a period of five, ten or fifteen consecutive years. New participants will have a default lump-sum election for contributions attributable to the first year.

Deferral Plan As part of planning for retirement or other long-term financial needs, the Company provides the NEOs and certain other senior-level employees with an annual opportunity to defer receipt of a portion of their base salary or annual cash incentive award up to one times their base salary.

Under the Deferral Plan, certain participants may elect for payment to commence upon separation from service or a specified date at least five years after deferral, but not later than separation from service, and to receive payment in either a lump sum or annual installments over a period of five, ten or fifteen consecutive years. For 2007 and prior years, participants were able to defer receipt until termination of employment or a specified date at least five years after deferral, but not later than ten years after termination of employment.

Deferral Plan Earnings Starting January 1, 2011, earnings for NEOs on deferral balances are based on investment options similar to those offered under the Retirement Savings Plan (other than the Company Stock Fund and the Self Directed Brokerage Account). Furthermore, for participants, including NEOs, with pre-2011 balances, the Deferral Plan was amended to allow for an additional investment option that provides a market interest rate based on 120 percent of the long-term Applicable Federal Rate for December of the preceding year. Interest crediting on deferrals was previously based on ROE-linked interest crediting schedules.

2017 PROXY STATEMENT | 71

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EXECUTIVE COMPENSATION Potential Payments Upon Termination or Change in Control (CiC)

Potential Payments Upon Termination or Change in Control (CIC)

The tables below show certain potential payments that would have been made to an NEO if the NEO’s employment had terminated on December 31, 2016, under various scenarios, including a Change in Control. The tables do not include the pension benefits or nonqualified deferred compensation that would be paid to an NEO, which are set forth in the Pension Benefits 2016 and Nonqualified Deferred Compensation 2016 tables above, except to the extent that the NEO is entitled to an additional benefit as a result of the termination. In addition, the tables do not include the value of vested but unexercised SOs as of December 31, 2016, and cash AIA and PG awards for performance cycles ending on December 31, 2016. The footnotes to the tables describe the assumptions used in estimating the amounts shown in the tables.

Because the payments to be made to an NEO depend on several factors, the actual amounts to be paid out upon an NEO’s termination of employment can only be determined at the time of an executive’s actual separation from the Company.

Potential Payments Upon Termination of Employment/CIC as of December 31, 2016 (1)

K. I. Chenault

| | Death (a) | Disability (a) | Retirement (b) | Termination
w/o Cause not in Connection with CIC (c) | Termination w/o
Cause or Constructive Term. in Connection with
CIC (d) |
| --- | --- | --- | --- | --- | --- |
| Incremental Benefits Due to Termination
Event | | | | | |
| Severance | $ 0 | $ 0 | $ 0 | $ 11,950,000 | $ 11,950,000 |
| Value of Accelerated LTIA (2) | $ 0 | $ 0 | $ 35,803,053 | $ 0 | $ 0 |
| Deferred Compensation | $ 0 | $ 0 | $ 0 | $ 814,560 | $ 814,560 |
| Retirement Savings Plan | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Retirement Plan | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Other Benefits | $ 0 | $ 0 | $ 823,670 | $ 289,812 | $ 136,455 |
| Gross-Up on Excise Taxes | N/A | N/A | N/A | N/A | $ 0 |
| TOTAL VALUE OF INCREMENTAL
BENEFITS | $ 0 | $ 0 | $ 36,626,723 | $ 13,054,372 | $ 12,901,015 |
| S. J.
Squeri | | | | | |
| | Death (a) | Disability (a) | Retirement (b) | Termination
w/o Cause not in Connection with CIC (c) | Termination w/o
Cause or Constructive Term. in Connection with
CIC (d) |
| Incremental Benefits Due
to Termination Event | | | | | |
| Severance | $ 0 | $ 0 | $ 0 | $ 8,200,000 | $ 8,200,000 |
| Value of Accelerated
LTIA (2) | $ 14,025,402 | $ 14,025,402 | $ 5,328,061 | $ 10,935,600 | $ 12,935,652 |
| Deferred
Compensation | $ 0 | $ 0 | $ 0 | $ 16,234 | $ 16,234 |
| Retirement Savings
Plan | $ 0 | $ 181,676 | $ 0 | $ 0 | $ 0 |
| Retirement Plan | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Other Benefits | $ 0 | $ 0 | $ 280,292 | $ 271,820 | $ 132,426 |
| Gross-Up on Excise
Taxes | N/A | N/A | N/A | N/A | $ 0 |
| TOTAL
VALUE OF INCREMENTAL BENEFITS | $ 14,025,402 | $ 14,207,078 | $ 5,608,353 | $ 19,423,654 | $ 21,284,312 |

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EXECUTIVE COMPENSATION Potential Payments Upon Termination or Change in Control (CiC)

J. C. Campbell

| | Death (a) | Disability (a) | Voluntary Resignation (b) | Termination
w/o Cause not in Connection with CIC (c) | Termination w/o
Cause or Constructive Term. in Connection with
CIC (d) |
| --- | --- | --- | --- | --- | --- |
| Incremental Benefits Due to Termination
Event | | | | | |
| Severance | $ 0 | $ 0 | $ 0 | $ 7,700,000 | $ 7,700,000 |
| Value of Accelerated LTIA (2) | $ 9,883,922 | $ 9,883,922 | $ 0 | $ 6,465,833 | $ 8,114,672 |
| Deferred Compensation | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Retirement Savings Plan | $ 0 | $ 201,251 | $ 0 | $ 0 | $ 0 |
| Retirement Plan | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Other Benefits | $ 0 | $ 0 | $ 0 | $ 169,421 | $ 134,421 |
| Gross-Up on Excise Taxes | N/A | N/A | N/A | N/A | $ 0 |
| TOTAL VALUE OF INCREMENTAL
BENEFITS | $ 9,883,922 | $ 10,085,173 | $ 0 | $ 14,335,254 | $ 15,949,093 |

| L.E.
Seeger | Death (a) | Disability (a) | Voluntary Resignation (b) | Termination w/o Cause not in
Connection with CIC (c) | Termination w/o Cause or Constructive
Term. in Connection with CIC (d) |
| --- | --- | --- | --- | --- | --- |
| Incremental Benefits Due to Termination Event | | | | | |
| Severance | $ 0 | $ 0 | $ 0 | $ 4,050,000 | $ 4,050,000 |
| Value of Accelerated LTIA (2) | $ 10,989,949 | $ 10,989,949 | $ 0 | $ 8,255,459 | $ 9,692,499 |
| Deferred Compensation | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Retirement Savings Plan | $ 73,435 | $ 305,568 | $ 0 | $ 0 | $ 0 |
| Retirement Plan | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Other Benefits | $ 0 | $ 0 | $ 0 | $ 169,032 | $ 134,032 |
| Gross-Up on Excise Taxes | N/A | N/A | N/A | N/A | $ 0 |
| TOTAL VALUE OF INCREMENTAL BENEFITS | $ 11,063,384 | $ 11,295,517 | $ 0 | $ 12,474,491 | $ 13,876,531 |

| D. E.
Buckminster | Death (a) | Disability (a) | Retirement (b) | Termination w/o Cause not in
Connection with CIC (c) | Termination w/o Cause or Constructive
Term. in Connection with CIC (d) |
| --- | --- | --- | --- | --- | --- |
| Incremental Benefits Due to Termination Event | | | | | |
| Severance | $ 0 | $ 0 | $ 0 | $ 4,700,000 | $ 4,700,000 |
| Value of Accelerated LTIA (2) | $ 3,387,610 | $ 3,387,610 | $ 2,711,626 | $ 3,387,610 | $ 2,515,810 |
| Deferred Compensation | $ 0 | $ 0 | $ 0 | $ 17,645 | $ 17,645 |
| Retirement Savings Plan | $ 0 | $ 215,704 | $ 0 | $ 0 | $ 0 |
| Retirement Plan | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Other Benefits | $ 0 | $ 0 | $ 209,345 | $ 265,297 | $ 135,833 |
| Gross-Up on Excise Taxes | N/A | N/A | N/A | N/A | $ 0 |
| TOTAL VALUE OF INCREMENTAL BENEFITS | $ 3,387,610 | $ 3,603,314 | $ 2,920,971 | $ 8,370,552 | $ 7,369,288 |

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EXECUTIVE COMPENSATION Potential Payments Upon Termination or Change in Control (CiC)

| (1) | An NEO is “retirement
eligible” if he/she is at least age 55 with ten or more actual or deemed
years of service to the Company prior to termination of service. With
respect to LTIA granted, once retirement eligible, all LTIA outstanding
for more than one year will vest in full upon retirement up until the NEO
is at least age 62 with ten or more actual or deemed years of service to
the Company, at which time all outstanding LTIA will vest in full upon
retirement, subject to applicable performance. | | | |
| --- | --- | --- | --- | --- |
| | For Messrs. Chenault,
Squeri and Buckminster, the scenarios shown that are noted with (a), (c)
and (d) include the incremental benefit that they would receive under
these scenarios over and above what they would otherwise receive upon
retirement. For Ms. Seeger, the amounts in each column except Voluntary
Resignation include a sign-on cash payment of $2,634,000 that will be made
to her in each scenario in accordance with her employment offer letter to
replace a portion of the long-term incentives she forfeited at her prior
employer as a result of joining the Company. In the event of Voluntary
Resignation, the portion of the sign-on cash payment ($2,633,000) that has
already been paid to her is required to be repaid to the
Company. | | | |
| (2) | Value of Accelerated
LTIA. RSU and SO values are based on a
share price of $74.08, the closing price per share of our stock as of
December 31, 2016. For SOs, the value reflects the “in the money” value of
SOs that vest upon termination of employment or termination following CIC.
With respect to PGs, the value reflects the PG’s target value adjusted by
the applicable payout percentage. | | | |
| | (a) | Death and
Disability. An NEO or his/her
designated beneficiary or estate would receive: | | |
| | | (i) | Pro Rata Bonus:
A pro rata AIA for the year of termination at the end of the performance
period, subject to Compensation and
Benefits Committee discretion. | |
| | | (ii) | Value of Accelerated
LTIA: Vesting of 100 percent of outstanding SOs, RSUs and PG
awards. | |
| | | (iii) | RSP and RRP-RSP: Immediate vesting of any unvested account balances
related to company contributions. Upon disability, future employer
contributions in the RSP through age 65. | |
| | (b) | Retirement/Voluntary
Resignation. For non-retirement
eligible NEOs, 100 percent of AIA bonus and 100 percent of unvested LTIA
will be forfeited. Since Mr. Chenault, Mr. Squeri and Mr. Buckminster are
retirement eligible, they would receive: | | |
| | | (i) | Pro Rata Bonus:
A pro rata AIA for the year of termination, subject to Compensation and
Benefits Committee discretion. | |
| | | (ii) | Value of Accelerated
LTIA: | |
| | | | • | Stock options : For Mr.
Chenault, all unvested SOs outstanding continue to vest; for Mr. Squeri
and Mr. Buckminster, all unvested SOs outstanding for more than one year
continue to vest, subject to performance at the end of the performance
period. |
| | | | • | PG awards : For Mr.
Chenault, 100 percent of the grants continue to vest in full and for Mr.
Squeri and Mr. Buckminster, 100 percent of the grants continue to vest in
full if outstanding more than one year, subject to performance at the end
of the performance period. |
| | | | • | RSUs : For Mr. Chenault, all unvested RSUs will continue to vest, subject to performance.
The amount for Mr. Chenault also includes the full value of PG awards (PG 2014-16) that were granted in the form of
39,713 RSUs in January 2017, but does not include the value of 2015 AIA and PG awards (PG 2013-15) that were granted
in the form of 126,297 RSUs in January 2016, as these were included in the table last year and vested fully in
January 2017. For Mr. Squeri and Mr. Buckminster, all unvested RSUs outstanding for more than one year
continue to vest, subject to performance. For Mr. Squeri, the amount excludes his special leadership award granted in
January 2015 and promotional award granted in October 2015. |
| | | (iii) | Other Benefits: For
retirement eligible NEOs, the cash surrender value of the life insurance
under our Key Executive Life Insurance Plan. | |
| | (c) | Termination without
Cause Not in Connection with a Change in Control. In the event of termination without cause not in
connection with a CIC, an NEO would receive: | | |
| | | (i) | Severance: Two
years’ annual compensation, which includes two times the most recent base
salary and two times the amount of the last AIA paid. | |
| | | (ii) | Pro Rata Bonus: A pro
rata portion of the AIA for the year of termination is paid out at the end
of the performance period, subject to Compensation and Benefits Committee
negative discretion. | |
| | | (iii) | Value of Accelerated
LTIA: | |
| | | | • | For non-retirement eligible
employees : RSUs and PG continue to vest and are canceled upon the earlier
of the end of the severance period or commencement of full-time outside
employment. Stock options remain exercisable during the severance period
and are canceled on the earlier of their expiration date, the end of the
severance period or the commencement of full-time outside
employment. |
| | | | • | Retirement eligible
employees : LTIA will vest as described in footnote (1) above. As a
result, all PG, SO and RSU awards for Mr. Chenault will vest in full and Messrs. Squeri and Buckminster will vest partially in unvested
LTIAs. |
| | | (iv) | Deferred Compensation :
Reflects two years of additional interest crediting (using the prior
year’s interest rate assuming 2.72 percent for 1994–2004 programs) on the
grandfathered amounts (amounts that were earned and vested prior to
December 31, 2004). | |
| | | | • | Non-retirement eligible :
Account balance is paid in a lump sum — grandfathered amounts are paid at
the end of the two-year severance period and all other amounts are paid on
a date at least six months following the date of termination . |

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EXECUTIVE COMPENSATION Potential Payments Upon Termination or Change in Control (CiC)

	(v)
(d)	Termination without
Cause or Constructive Termination in Connection with a Change in Control. In the event of termination without
cause or constructive termination in connection with a CIC, an NEO would
receive:

| (i) | Severance: Two years’ annual
compensation, which includes two times the most recent base salary and two
times the amount of the last AIA paid. |
| --- | --- |
| (ii) | Pro Rata Bonus: A pro rata
portion of the AIA for the year of termination is paid out at the end of
the performance period, subject to Compensation and Benefits Committee
negative discretion. |
| (iii) | Value of Accelerated LTIA: For
all awards granted upon employment termination (“double trigger”), 100
percent vesting of SOs and RSUs upon CIC and a pro rata portion of
outstanding PG awards based on the average of the payout percentages for
the last two PG programs paid out before the CIC. |
| (iv) | Deferred Compensation: Reflects
two years of additional interest crediting (using the prior year’s
interest rate assuming 2.72 percent for 1994-2004 programs) on the
grandfathered amounts (amounts that were earned and vested prior to
December 31, 2004). Grandfathered amounts are paid in a lump sum on a date
that is at least six months following the date of termination. If the NEO
is retirement eligible, all other account balances are paid at the time
and in the form (lump sum or installments) elected by the NEO. If the NEO
is not retirement eligible, all other account balances are paid in a lump
sum on a date that is at least six months following the date of
termination. |
| (v) | Other Benefits: Two years of
contribution to U.S. medical, dental and health savings accounts, premiums
toward basic life insurance, outplacement services ($100,000 for all NEOs)
and, if applicable, the cash surrender value of the life insurance under
our Key Executive Life Insurance Plan. |
| (vi) | Excise Tax Reimbursement and Tax
Gross-Up: Effective January 2011, we no longer provide excise tax
reimbursements and tax gross-up payments in the case of a CIC;
consequently, the table above does not reflect any value. |

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EXECUTIVE COMPENSATION Item 4—Advisory Resolution to Approve the Frequency of Future Advisory Say on Pay Votes (Say on Frequency)

Equity Compensation Plans

The following table provides summary information with respect to the Company’s equity compensation plans under which the Company’s common shares may be issued to employees or non-employees (such as consultants or advisors) as of December 31, 2016, each of which was approved by shareholders. Information relating to employee stock purchase plans and employee savings plans (such as 401(k) plans) is not included. Information is provided in the aggregate for the Company’s equity compensation plans which have been approved by the Company’s shareholders. There are no such plans that have not been approved by shareholders.

Equity Compensation Plan Information

| Plan Category | (A) Number of Securities to be Issued Upon Exercise
of Outstanding Options, Warrants and Rights | (B) Weighted-Average Exercise Price of Outstanding
Options, Warrants and Rights | (C) Number of Securities Remaining Available
for Future Issuance Under Equity Compensation Plans (Excluding
Securities Reflected in Column (A)) |
| --- | --- | --- | --- |
| Equity compensation plans | 10,271,612 | $47.68 | 17,445,733 |
| approved by shareholders | | | |
| Equity compensation plans not | 0 | 0 | 0 |
| approved by shareholders | | | |
| TOTAL | 10,271,612 | $47.68 | 17,445,733 |

ITEM 4 ADVISORY RESOLUTION TO APPROVE THE FREQUENCY OF FUTURE ADVISORY SAY ON PAY VOTES (SAY ON FREQUENCY) ✓ The Board recommends continuing our current practice of holding an ANNUAL advisory vote We are asking you to approve an annual advisory vote on executive compensation. In making this recommendation for an annual advisory vote on executive compensation, the Board considered that an annual say on pay vote enables our shareholders to provide us with timely input on our compensation matters.

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SHAREHOLDER PROPOSALS

ITEM 5 SHAREHOLDER PROPOSAL RELATING TO ACTION BY WRITTEN CONSENT Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, has advised that she is the owner of 50 common shares and that she intends for Mr. John Chevedden to introduce the following proposal on her behalf:

Item 5 — Right to Act by Written Consent

Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

A shareholder right to act by written consent and to call a special meeting are two complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Both are associated with increased governance quality and shareholder value.

A shareholder right to act by written consent is one method to equalize our limited provisions for shareholders to call a special meeting. For instance it takes 25% of American Express shares outstanding, net long, to call a special meeting. New York law would allow 10% of shares outstanding to call a special meeting without mandating a net long requirement.

With a net long requirement of 25%, a significant percentage of American Express shares outstanding could be disenfranchised from having any voice whatsoever on calling a special meeting.

This proposal topic won 40% support last year at American Express, up from 35% a year earlier. It also won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholders to act by written consent.

Please vote FOR our Right to Act by Written Consent to protect shareholder value.

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SHAREHOLDER PROPOSALS Item 5 — Shareholder Proposal Relating to Action by Written Consent

Board of Directors Statement in Opposition

The Board recommends a vote AGAINST this proposal because:

| ● | Our shareholders may
effect change by calling a special meeting to raise matters for the review
and approval of all shareholders. |
| --- | --- |
| ● | Permitting action at a
meeting (whether the annual meeting or a special meeting) is a fairer
process than the written consent process as it provides all shareholders
the opportunity to participate and
vote. |

The Board believes that implementation of this proposal is unnecessary given the ability of shareholders to call special meetings. Currently, the Company’s by-laws provide that shareholders holding 25 percent or more of the Company’s outstanding common shares may call a special meeting. Thus, shareholders may propose any proper matter for a vote either through a special meeting or at our annual meeting. Implementation of this proposal, by contrast, could permit fundamental corporate changes to occur outside of a meeting and without notice to other shareholders or time for thoughtful consideration.

The Board believes that permitting action at a meeting (whether the annual meeting or a special meeting) is a fairer process than the action by written consent process as it provides all shareholders the opportunity to participate and vote. Meetings are held at a time, date and venue announced publicly in advance, and all shareholders receive prior notice of the meeting and are invited to attend the meeting and make their views known. To the contrary, the shareholder proposal could allow shareholders owning slightly over 50 percent of the Company’s outstanding shares to act on a significant matter without prior notice of the meeting to all shareholders and without affording all shareholders the opportunity to present their views. This would disenfranchise shareholders who are not given the chance to participate.

In addition, the action by written consent process could result in duplicative or contradictory written consents being circulated at the same time, creating substantial confusion and disruption among shareholders.

The Board further believes that the Company’s strong corporate governance processes make adoption of this proposal unnecessary. Our practices and policies, which enhance Board accountability, include:

| ● | Annual election of all
directors; |
| --- | --- |
| ● | Our adoption in 2016 of by-law
amendments that implement “proxy access,” allowing eligible shareholders
to include their own nominees for director in our proxy materials along
with the Board-nominated candidates; |
| ● | Our shareholders’ right to directly
communicate with and raise concerns to the Board or an individual
director; and |
| ● | Our robust shareholder engagement
process that allows shareholders to bring matters to the attention of the
Board and management outside of the annual meeting
process. |

In summary, the Board believes that the implementation of this proposal is not in the best interests of shareholders or the Company and is unnecessary, given the ability of shareholders to call special meetings and the Company’s strong corporate governance practices and policies.

ITEM 5 RECOMMENDATION: Our Board of Directors recommends that you vote AGAINST this proposal.

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SHAREHOLDER PROPOSALS Item 6 — Shareholder Proposal Relating to Gender Pay Equity Disclosure

ITEM 6 SHAREHOLDER PROPOSAL RELATING TO GENDER PAY EQUITY DISCLOSURE Arjuna Capital, 49 Union Street, Manchester, MA 01944, has advised us that it intends to introduce the following resolution on behalf of its client, Steven Matthew Schewel, owner of more than $2,000 in common shares. This resolution is co-sponsored by Walden Asset Management, which has advised that it is the owner of more than $2,000 in common shares; and Clean Yield Asset Management, which is submitting the resolution on behalf of its client, Alice S. Werbel, who it has advised owns more than $2,000 in common shares.

Item 6 — Gender Pay Equity Disclosure

Whereas:

The median income for women working full time in the United States is reported to be 79 percent of that of their male counterparts. This 10,800 dollar disparity can add up to nearly half a million dollars over a career. The gap for African America and Latina women is wider at 60 percent and 55 percent respectively. At the current rate, women will not reach pay parity until 2059.

A 2016 Glassdoor study finds an unexplained 6.4 percent gender pay gap in the financial services industry after statistical controls, among the highest of industries examined.

Women make up over half of entry level positions in finance, yet a 2016 Oliver Wyman study finds it will take until 2048 to reach 30 percent female executive committee representation. Mercer finds female executives are 20 to 30 percent more likely to leave financial services careers than other careers.

At American Express, approximately 57 percent of our U.S. employees are women, but women account for only 30 percent of leadership.

A large body of evidence suggests diversity in leadership leads to better performance. McKinsey & Company states, “the business case for the advancement and promotion of women is compelling” and has found companies with highly diverse executive teams boasted higher returns on equity, earnings performance, and stock price growth. Best practices to address this underleveraged opportunity include “tracking and eliminating gender pay gaps.”

Mercer finds actively managing pay equity “is associated with higher current female representation at the professional through executive levels and a faster trajectory to improved representation.”

Regulatory risk exists as the Paycheck Fairness Act pends before Congress. The Equal Employment Opportunity Commission has proposed rules requiring wage gap reporting. California, Massachusetts, New York, and Maryland have passed some of the strongest equal pay legislation to date.

The Wall Street Journal reports, “Research attributes salary inequalities to several factors—from outright bias to women failing to ask for raises.” A Harvard University economist concluded the gap stems from women making less in the same jobs. As much as 40 percent of the wage gap may be attributed to discrimination.

S&P 500 companies including Intel, Apple, Expedia, and eBay have publically reported and committed to gender pay equity.

Resolved: Shareholders request American Express prepare a report by October 2017 (omitting proprietary information, prepared at reasonable cost) on the Company’s policies and goals to reduce the gender pay gap.

The gender pay gap is defined as the difference between male and female median earnings expressed as a percentage of male earnings (Organization for Economic Cooperation and Development).

Supporting Statement: A report adequate for investors to assess American Express’s strategy and performance would include the percentage pay gap between male and female employees across race and ethnicity, including base, bonus and equity compensation, policies to address that gap, methodology used, and quantitative reduction targets.

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SHAREHOLDER PROPOSALS Item 6 — Shareholder Proposal Relating to Gender Pay Equity Disclosure

Board of Directors Statement in Opposition

The Board recommends a vote AGAINST this proposal because:

| ● | We
have a long history of advocating for equality and diversity in all areas
of our business, including with respect to compensation
programs. |
| --- | --- |
| ● | Our
compensation philosophy and best practices help to ensure that we
compensate employees equitably and free of any
bias. |
| ● | We
feel that our employees are compensated fairly regardless of gender. We
fully support gender equality in our workforce and are focused on
continuing to deliver on our gender pay equity
commitment. |

Our Long-Standing Commitment to Diversity and Inclusion and to Developing Women Leaders

American Express is widely recognized as a leader in diversity and inclusion. Our commitment, which began nearly three decades ago, is to create an employee base that reflects the diverse customers and communities we serve and enables innovation that drives business growth. Equally critical to our success is building an inclusive culture where all employees have a voice and are enabled to reach their full potential.

| ● | We are proud of our progress toward
creating a more gender-balanced organization. Women represent more than 50 percent of our employees worldwide and
30 percent of our senior executives. We invest in research to help
identify potential barriers to women’s advancement in the workplace, and
we have created programs designed to develop and promote high-potential
women at American Express. These programs include a focus on sponsorship;
gender intelligence training; strengthening our talent pipeline; and
building a global network. We also provide opportunities for more
visibility to women employees through a program where they can “shadow”
senior executives as part of their career
development. |
| --- | --- |
| ● | In addition, we offer an online
learning module to encourage more effective relationships between high
potential women and executive sponsors. More than 1,500 employees have completed the module since it was
introduced in June 2015. |
| ● | We have joined with several Fortune
500 companies as inaugural members of Blue Circle Leadership Institute’s
“Transformation Leadership” program to address the lack of representation of multicultural women in managerial,
senior or executive jobs, and on boards. The nine-month program gives
high-potential, mid-career women of color the resources they need to get
to the next level, including tailored and self-paced leadership
development guides and live web-based discussions. Additionally, we
partner with other external organizations to provide leadership
development opportunities for early- to mid-career
women. |
| ● | Our senior leaders are evaluated
annually against diversity goals. Their performance toward achieving these
goals is tied to compensation. |
| ● | We have been consistently recognized
as a leader in diversity through placement on surveys administered by
external experts such as: Working Mother Media, Great Place to Work
Institute and the Human Rights Campaign. Our diversity initiatives are often cited as best in class by
leading publications, and we have shared information on our programs
publicly. |

More detail can be found on our website: http://about.americanexpress.com/csr.

Our Long-standing Commitment to Pay Equity

Pay equity is embedded in our Company’s DNA. Our compensation practices reflect our commitment to equitable pay across the board. Pay equity, including gender pay equity, is a fundamental expectation at American Express and is central to our mission to attract and retain the best talent. Our compensation philosophy and best practices help to ensure that we compensate employees equitably and free of any unlawful bias.

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SHAREHOLDER PROPOSALS Item 6 — Shareholder Proposal Relating to Gender Pay Equity Disclosure

Our Pay Equity Guiding Principles and Processes

We continue to enhance our compensation processes to reinforce and maintain our pay equity culture.

| ● | Culture: We position gender pay equity as a fundamental
expectation at American Express in line with our compensation philosophy
and dedication to fair and equitable compensation practices.
We periodically review our practices to maintain our commitment to pay
equity. |
| --- | --- |
| ● | Pay for Role: We set pay guidelines for roles, independent of the
people who perform in such roles. |
| ● | Pay for Performance: We compensate our employees based on performance
and other business-related criteria without regard to gender or any other
unlawful factors. |
| ● | Pay Governance: We hold ourselves fully accountable to uphold a high
standard on pay equity. |
| ● | Pay Parity: We compensate employees for doing the same job equitably
and free of unlawful bias. |
| ● | Education: We focus our leader education programs on diversity and
inclusion in line with our commitments in this
area. |
| ● | Management: All compensation offers for leadership positions are
reviewed by the compensation team to promote pay equity, and compensation
for existing employees is periodically reviewed
for equity. |

Conclusion

We feel that our employees are compensated fairly regardless of gender.

We fully support gender equality in our workforce and are focused on continuing to deliver on our gender pay equity commitment. We are proud of our commitments to diversity and inclusion at all levels of our Company, and we intend to continue to implement leading best practices.

We do not believe that disclosing gender pay data is necessary to enhance our commitment to a diverse and equitable culture or meaningfully furthers our goal of fairly rewarding talent in the workplace.

ITEM 6 RECOMMENDATION: Our Board of Directors recommends that you vote AGAINST this proposal.

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STOCK OWNERSHIP INFORMATION

The table below shows how many American Express Company common shares certain individuals and entities beneficially owned on February 28, 2017. These individuals and entities include: (1) owners of more than 5 percent of our outstanding common shares; (2) our current directors and nominees; (3) the executive officers named in the Summary Compensation Table on page 63; and (4) all current directors, nominees and executive officers as a group. A person has beneficial ownership of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. Investment power means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the shares, except as we describe below. The “Number of Shares Owned” column does not include restricted stock units granted to executive officers or stock equivalent units (SEUs) owned by directors because they are not beneficially owned under SEC rules. The SEUs credited to the directors’ accounts as of December 31, 2016 are shown in the last column in the table below.

Name	Number of Shares Owned (3)		Right to Acquire (4)	Percent of Class (%)	Number of SEUs Owned by Director
Warren Buffett Berkshire Hathaway
Inc. and subsidiaries 3555 Farnam Street Omaha, NE
68131	151,610,700	(1)	–	16.8%	N/A
The Vanguard Group 100 Vanguard
Blvd. Malvern, PA 19355	48,780,294	(2)	–	5.32%	N/A
Charlene Barshefsky	20,134		–	*	57,370
John J. Brennan	4,000		–	*	–
Douglas E. Buckminster	66,718		311,458	*	N/A
Ursula M. Burns (5)	20,000		–	*	65,349
Jeffrey C. Campbell (6)	73,222		95,685	*	N/A
Kenneth I. Chenault (7)	1,096,390		2,289,640	*	N/A
Peter Chernin	18,300		–	*	34,299
Ralph de la Vega	–		–	*	3,289
Anne L. Lauvergeon	–		–	*	13,944
Michael O. Leavitt	–		–	*	7,885
Theodore J. Leonsis	20,000		–	*	21,702
Richard C. Levin	2,000		–	*	30,290
Samuel J. Palmisano	550		–	*	11,633
Laureen E. Seeger	12,628		–	*	N/A
Stephen J. Squeri	228,711		130,363	*	N/A
Daniel L. Vasella	–		–	*	18,089
Robert D. Walter	230,300		–	*	50,600
Ronald A. Williams	59,125		–	*	55,544
All current directors, nominees
and executive officers (26 individuals) (8)	2,332,259		3,679,952	*	369,994

| * | Less than 1
percent. |
| --- | --- |
| (1) | Based on information contained in a report on Form 13F
that Berkshire Hathaway Inc. (Berkshire) filed with the SEC, which
contained information provided by Berkshire as of December 31, 2016. Of
the shares listed in the table, National Indemnity Co. and its
subsidiaries beneficially owned 120,141,879 shares. National Indemnity Co.
is a subsidiary of Berkshire. Mr. Buffett, Berkshire and certain
subsidiaries of Berkshire share voting and investment power over these
shares. Based on information provided to the Company, Mr. Buffett owned
32.6 percent of the aggregate voting power of the outstanding shares of
Berkshire’s Class A Common Stock and Class B Common Stock. As a result of
this ownership position in Berkshire, Mr. Buffett may be considered the
beneficial owner of the shares that Berkshire beneficially
owns. |
| | In 1995, we signed an agreement with Berkshire designed
to ensure that Berkshire’s investment in our Company will be passive. The
agreement remains in effect as long as Berkshire owns 10 percent or more
of our voting securities. Berkshire made similar commitments to the Board
of Governors of the Federal Reserve System. Berkshire and its subsidiaries
have also agreed to follow our Board’s recommendations in voting company
common shares they own as long as Mr. Chenault is our chief executive
officer and Berkshire owns 5 percent or more of our voting securities.
With certain exceptions, Berkshire and its subsidiaries may not sell
company common shares to any person who owns more than 5 percent of our
voting securities or who attempts to change the control of the
Company. |

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STOCK OWNERSHIP INFORMATION Section 16(a) Beneficial Ownership Reporting Compliance

| (2) | Based on information contained in
a report on Form 13G that the Vanguard Group (Vanguard) filed with the
SEC, which contained information provided by Vanguard as of December 31,
2016. |
| --- | --- |
| (3) | This column includes shares held
in Retirement Savings Plan (RSP) accounts on February 28, 2017, as
follows: |

| Name | Number of Shares in
Plan Accounts |
| --- | --- |
| K.I. Chenault | 24,708 |
| J.C. Campbell | – |
| L.E. Seeger | – |
| S.J. Squeri | 117 |
| D.E. Buckminster | 13,042 |
| All current executive
officers | 46,720 |

| (4) | These are shares that the named
individuals have the right to acquire within 60 days upon the exercise of
stock options or the vesting of restricted stock units they
hold. |
| --- | --- |
| (5) | Includes 5,519 shares held in
family trusts in respect of which Ms. Burns holds voting and investment
power. |
| (6) | Includes 61,902 shares held in
family trusts in respect of which Mr. Campbell holds voting and investment
power. |
| (7) | Includes 126,690 shares held in
family trusts in respect of which Mr. Chenault shares voting and
investment power with a directed trustee. |
| (8) | On February 28, 2017, the current
directors, nominees and executive officers beneficially owned 6,012,211
shares or about 0.67 percent of our outstanding shares. No current
director, nominee or executive officer beneficially owned more than 1
percent of our outstanding shares. |

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and beneficial owners of 10 percent or more of our common shares to file reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. Based on our records and other information, we believe that all reports, except one, that were required to be filed under Section 16(a) during 2016, were timely filed. One Form 4, filed on behalf of Mr. Jeff Campbell to reflect the vesting of options, was inadvertently filed late as a result of an administrative error at the Company.

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OTHER INFORMATION

Attending the Annual Meeting of Shareholders and Webcast

Admission

We do not require tickets for admission to the meeting but do limit attendance to shareholders as of the record date or their proxy holders. Please bring proof of your common share ownership, such as a current brokerage statement, and photo identification. Only shareholders or their valid proxy holders may address the meeting. Please note that cameras, camcorders, videotaping equipment and other recording devices, and large packages, banners, placards and signs will not be permitted in the meeting.

Street Name Holders

If your shares are held in a bank, brokerage or other institutional account, you are a beneficial owner of these shares but not the record holder. This is known as holding shares in “street name.” If you wish to vote these shares in person at the meeting, you must obtain a proxy from your bank, broker or other intermediary and bring it with you to hand in with your ballot.

Webcast

You can access a live audio webcast and a replay of the meeting on our investor website at http://ir.americanexpress.com.

Vote Confirmation

You may confirm your vote was cast in accordance with your instructions. Beginning April 17, 2017, and for up to two months after the annual meeting, you may confirm your vote beginning 24 hours after your vote is received, whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.com using your control number (included on your notice, on your proxy card or in the instructions that accompanied your proxy materials) and receive confirmation on how your vote was cast. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker, and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.

Solicitation of Proxies; Expenses

We are providing this proxy statement to you in connection with the solicitation of proxies by our Board of Directors for the 2017 annual meeting including any adjournment or postponement of the meeting.

We will pay the expenses of soliciting proxies on behalf of the Board of Directors. Our directors, officers or employees may solicit proxies for us in person or by mail, telephone, facsimile or electronic transmission.

We have hired Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, to help us distribute and solicit proxies. We will pay them $19,000 plus expenses for these services.

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OTHER INFORMATION Notice of Business to Come Before the Meeting

Notice of Business to Come Before the Meeting

Mr. Peter Lindner, a shareholder and former employee of the Company, notified the Company of his intention to nominate himself as a candidate for director. Such notification did not comply with the Company’s by-laws. The Company intends to rule Mr. Lindner’s nomination out of order should Mr. Lindner present his nomination at the meeting. Our Board of Directors and the Company’s management have not received notice of, and are not aware of, any business to come before the annual meeting other than the agenda items referred to in this proxy statement. If any other matter comes before the meeting, the named proxies will use their best judgment in voting the proxies.

2018 Annual Meeting of Shareholders Information

Shareholder Proposals For Inclusion in Next Year’s Proxy Statement

To be considered for inclusion in next year’s proxy statement, any shareholder proposals submitted in accordance with SEC Rule 14a-8 must be received by our Secretary at our principal executive offices no later than November 20, 2017. Any such proposals must comply with all of the requirements of SEC Rule 14a-8.

Other Shareholder Proposals For Presentation at Next Year’s Annual Meeting

Under our by-laws, shareholders must follow certain advance notice procedures to nominate a person for election as a director at an annual or special meeting, or to introduce an item of business at an annual meeting. Under these advance notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Secretary at our principal executive offices. We must receive notice as follows:

| ● | If it is a shareholder’s intention
to introduce a nomination or proposed item of business for an annual
meeting, we must receive notice not less than 90 days nor more than 120
days before the first anniversary of the prior year’s meeting. Assuming
that the 2017 Annual Meeting of
Shareholders is held on schedule, we must receive notice pertaining to the
2018 Annual Meeting of Shareholders no earlier than January 1, 2018 and
no later than January 31, 2018. |
| --- | --- |
| ● | However, if we hold the 2017 Annual
Meeting of Shareholders on a date that is not within 25 days before or
after such anniversary date, we must receive the notice no later than ten
days after the earlier of the date we first provide notice of the meeting
to shareholders or announce it publicly. |
| ● | If we hold a special meeting to
elect directors, we must receive a shareholder’s notice of intention to
introduce a nomination no later than ten days after the earlier of the
date we first provide notice of the meeting to shareholders or announce it
publicly. |

Our by-laws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the shareholder. Any notice (other than a proposal pursuant to Rule 14a-8) that is received outside of the window specified above for proposed items of business will be considered untimely under Rule 14a-4(c) under the Securities Exchange Act of 1934. The persons named in the proxy for the meeting may exercise their discretionary voting power with respect to all such matters, including voting against them. All director nominations and shareholder proposals, other than shareholder proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, must comply with the requirements of the Company’s by-laws. You may obtain a copy of the Company’s by-laws at no cost from the Company’s Secretary. The contact information for the Company’s Secretary is on page 30.

2017 PROXY STATEMENT | 85

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OTHER INFORMATION Additional Voting Information

Additional Voting Information

Voting at the Annual Meeting

Shares represented by valid proxies or voting instruction forms that are received on time will be voted as specified. If you sign and return your proxy card or voting instruction form but do not indicate specific choices, your shares will be voted as our Board recommends. The way you vote your shares prior to the meeting will not limit your right to change your vote at the meeting if you attend in person and vote by ballot.

Street Name Holders

If you hold shares in street name and you want to vote in person at the meeting, you must obtain a proxy from the record holder of your shares at the close of business on the record date indicating that you were beneficial owner of these shares, as well as the number of shares of which you were the beneficial owner on the record date, and appointing you as the record holder’s proxy to vote these shares. You should contact your bank, broker or other intermediary through which you hold your shares for instructions on how to obtain a proxy.

Record Date

You may vote all common shares that you owned as of the close of business on March 3, 2017, the record date for the meeting. On the record date, we had 899,917,252 common shares outstanding and entitled to vote. Each common share is entitled to one vote on each matter properly brought before the meeting.

Ownership of Shares

You may own common shares in one or more of the following ways:

| ● | Directly in your name as the
shareholder of record, including shares purchased through the
Computershare Investment Plan, our transfer agent’s stock purchase plan,
or restricted stock awards issued to employees under our long-term
incentive plans |
| --- | --- |
| ● | Indirectly through a broker, bank or
other intermediary in “street name” |
| ● | Indirectly through the American
Express Company Stock Fund of our Retirement Savings Plan (RSP) or the
Employee Stock Ownership Plan of Amex Canada, Inc. and Amex Bank of Canada
(ESOP) |

If your shares are registered directly in your name, you are the holder of record of these shares and we are sending proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to our tabulating agent. If you hold your shares in street name, your broker, bank or other intermediary is sending proxy materials to you and you may direct them how to vote on your behalf by completing the voting instruction form that accompanies your proxy materials or following the instructions in the notice you received.

86 | AMERICAN EXPRESS COMPANY

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OTHER INFORMATION Additional Voting Information

Shares Held Under Plans

If you participate in the Computershare Investment Plan, which is the stock purchase plan administered by Computershare, the Company’s transfer agent, your proxy includes the number of shares enrolled in that plan as well as any shares you have acquired through dividend reinvestment. If you participate in the RSP or ESOP, your proxy includes shares that the relevant plan has credited to your account.

To allow sufficient time for the RSP and the ESOP trustees to vote, the trustees must receive your voting instructions by 3:00 p.m. Eastern Time on Wednesday, April 26, 2017. If the trustees for the RSP and the ESOP do not receive your instructions by that date, the trustees will not vote your shares.

How to Cast Your Vote

You may vote common shares that you owned as of the close of business on March 3, 2017, which is the record date for the meeting. We encourage you to vote as soon as possible, even if you plan to attend the meeting in person. Please follow the instructions on your proxy card, voting instruction form or on the notice of internet availability of proxy materials that you received. If you submit your vote prior to the meeting, you may still attend and vote at the meeting.

You may vote in the following ways:

| By Telephone | You can vote by calling the number
on your proxy card or voting instruction form or provided on the website
listed on your notice. |
| --- | --- |
| Online | You can vote online at
www.proxyvote.com. |
| By Mail | If you received written materials,
you can vote by mail by marking, dating and signing your proxy card or
voting instruction form and returning it in the envelope provided. |
| In
Person | You can vote in person at the annual
meeting. If you hold your shares in street name, you must obtain a proxy
from the record holder to vote in person. |

For telephone and online voting, you will need the 16-digit control number included on your notice, on your proxy card or in the voting instructions that accompanied your proxy materials. Telephone and online voting are available through 3:00 p.m. Eastern Time on Wednesday, April 26, 2017, for shares held in employee plans, and through 11:59 p.m. Eastern Time on Sunday, April 30, 2017, for all other shares.

Confidential Voting

We maintain the confidentiality of the votes of individual shareholders. Your vote will not be disclosed unless the law requires disclosure, you authorize disclosure or your vote is cast in a contested election. If you write comments on your proxy card or ballot, management may learn how you voted in reviewing your comments. In addition, the Inspectors of Election and selected employees of our independent tabulating agent may have access to individual votes in the normal course of counting and verifying the vote.

2017 PROXY STATEMENT | 87

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OTHER INFORMATION Additional Voting Information

Effect of Not Casting Your Vote

If you hold your shares in street name, you must instruct your bank, broker or other nominee how to vote your shares. Under NYSE rules, brokers are permitted to exercise discretionary voting authority on “routine” matters when voting instructions have not been received from a beneficial owner ten days prior to the shareholder meeting. The only “routine” item on this year’s annual meeting agenda is Item 2 (Ratification of the Company’s independent registered public accounting firm).

If you hold your shares in street name and you wish to have your shares voted on all items in this proxy statement, please return your voting instruction form or cast your instructions by telephone or online. Otherwise, your shares will not be voted on any items with the exception that your broker may vote in its discretion on Item 2.

Revocation of Proxies

You can revoke your proxy at any time before your shares are voted if you:

| ● | Submit a written revocation to our
Company’s Secretary |
| --- | --- |
| ● | Submit a later-dated
proxy |
| ● | Provide subsequent telephone or
online voting instructions or |
| ● | Vote in person at the
meeting |

If you hold your shares in street name, please follow the directions provided to you by your bank, broker or other intermediary to change or revoke any voting instructions you have already provided.

Quorum and Required Vote

We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the votes that shareholders are entitled to cast are present at the meeting, either in person or by proxy. For the 2017 annual meeting, to elect directors and adopt the other proposals, the following votes are required under our governing documents and New York State law:

| Item | Vote
Required | Do abstentions count as
votes cast? | Is
broker discretionary voting allowed?* |
| --- | --- | --- | --- |
| | Approval of the majority of
the | | |
| Election of directors | votes cast | No | No |
| Ratification of
appointment of independent registered | Approval of the majority of
the | | |
| public accounting firm | votes cast | No | Yes |
| Advisory resolution to
approve executive | Approval of the majority of
the | | |
| compensation ** | votes cast | No | No |
| Advisory resolution to
approve the frequency of the | Approval of the majority of
the | | |
| executive compensation vote ** | votes cast | No | No |
| | Approval of the majority of
the | | |
| Shareholder proposals ** | votes cast | No | No |

| * | A broker non-vote occurs when a
broker submits a proxy but does not vote for an item because it is not a
“routine” item and the broker has not received voting instructions from
the beneficial owner. As described under Effect of Not Casting Your Vote ,
your broker may vote in its discretion only on Item 2, Ratification of
appointment of the Company’s independent registered public accounting
firm. |
| --- | --- |
| ** | Advisory/Non-binding |

88 | AMERICAN EXPRESS COMPANY

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OTHER INFORMATION Multiple Shareholders Sharing the Same Address

There are no cumulative voting rights. Abstentions and broker non-votes are not considered as votes cast and will have no effect on the outcome of the vote on any of the proposals. If any other matter comes before the meeting, the named proxies will use their best judgment in voting the proxies.

Multiple Shareholders Sharing the Same Address

We are sending only one notice or one proxy statement and annual report to the address of multiple shareholders unless we have received contrary instructions from any shareholder at that address. This practice, known as “householding,” reduces duplicate mailings, saving paper and reducing printing costs. If any shareholder residing at such an address wishes to receive an individual copy of the materials, or if you are receiving multiple copies of our proxy statement and annual report and would like to enroll in this service, please contact the Company’s Secretary. The contact information for the Company’s Secretary appears below.

Availability of Form 10-K

If you would like a paper copy of our 2016 Form 10-K, excluding certain exhibits, please contact Carol V. Schwartz, Secretary, American Express Company, 200 Vesey Street, New York, New York 10285 or by telephone at 212-640-2000.

KENNETH I. CHENAULT Chairman and Chief Executive Officer

---

2017 PROXY STATEMENT | 89

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ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES

The tables below provide further information regarding adjusted amounts included in this proxy statement and reconciliations to GAAP measures. Operating expense represents salaries and employee benefits, professional services, occupancy and equipment, communications and other expenses.

| REVENUE NET OF INTEREST
EXPENSE ADJUSTED FOR FX AND COSTCO ($ IN MILLIONS) — GAAP Total Revenues Net of Interest Expense | 2015 — $ 32,818 | | 2016 — $ 32,119 | |
| --- | --- | --- | --- | --- |
| Estimated Costco-Related Revenues (1) | $ (3,057 | ) | $ (1,193 | ) |
| Total Revenues Net of Interest Expense Excluding
Costco | $ 29,761 | | $ 30,926 | |
| FX-Adjusted Total Revenues Net of Interest Expense (2) | $ 32,415 | | | |
| FX-Adjusted Total Revenues Net of Interest Expense Excluding
Costco (2) | $ 29,358 | | | |
| YoY% Increase/(Decrease) in GAAP Total Revenues Net of
Interest Expense | | | (2% | ) |
| YoY% Increase/(Decrease) in Adjusted Total Revenues Net of
Interest Excluding Costco | | | 4% | |
| YoY% Increase/(Decrease) in FX-Adjusted Total Revenues Net of
Interest Expense | | | (1% | ) |
| YoY% Increase/(Decrease) in FX-Adjusted Total Revenues Net of
Interest Excluding Costco | | | 5% | |
| ADJUSTED RETURN ON
EQUITY FOR PREPAID BUSINESS SERVICES CHARGES ($ IN
MILLIONS) | 2015 | | | |
| GAAP Net Income for the twelve months ended December
31 | $ 5,163 | | | |
| 2015 Prepaid Services Business Impairment (pre-tax) (3) | $ 419 | | | |
| 2015 Tax Impact of Prepaid Services Business
Impairment (3) | $ 84 | | | |
| 2015 Prepaid Services Business Impairment
(after-tax) (3) | $ 335 | | | |
| Adjusted Net Income | $ 5,498 | | | |
| Average Shareholders’ Equity | $ 21,494 | | | |
| Return on Average Equity | 24.0% | | | |
| Adjusted Return on Average Equity | 25.6% | | | |
| ADJUSTED DILUTED
EPS | 2015 | | 2016 | |
| GAAP Diluted EPS Attributable to Common
Shareholders | $ 5.05 | | $ 5.65 | |
| 2015 Prepaid Services Business Impairment (pre-tax) (3) | $ (0.41 | ) | | |
| 2015 Tax Impact of Prepaid Services Business
Impairment (3) | $ 0.08 | | | |
| 2015 Prepaid Services Business Impairment
(after-tax) (3) | $ (0.33 | ) | | |
| 2016 Restructuring (pre-tax) | | | $ (0.43 | ) |
| 2016 Tax Impact of Restructuring | | | $ 0.15 | |
| 2016 Restructuring (after-tax) | | | $ (0.28 | ) |
| Adjusted Diluted EPS Attributable to Common
Shareholders | $ 5.38 | | $ 5.93 | |
| CUMULATIVE ADJUSTED
DILUTED EPS | | | | |
| 2014 GAAP Diluted EPS Attributable to Common
Shareholders | $ 5.56 | | | |
| 2015 GAAP Diluted EPS Attributable to Common
Shareholders | $ 5.05 | | | |
| 2016 GAAP Diluted EPS Attributable to Common
Shareholders | $ 5.65 | | | |
| Cumulative GAAP Diluted EPS Attributable to Common
shareholders | $ 16.26 | | | |
| 2015 Prepaid Services Business Impairment (pre-tax) (3) | $ (0.41 | ) | | |
| 2015 Tax Impact of Prepaid Services Business
Impairment (3) | $ 0.08 | | | |
| 2015 Prepaid Services Business Impairment
(after-tax) (3) | $ (0.33 | ) | | |
| 2016 Restructuring (pre-tax) | $ (0.43 | ) | | |
| 2016 Tax Impact of Restructuring | $ 0.15 | | | |
| 2016 Restructuring (after-tax) | $ (0.28 | ) | | |
| 2014 Adjusted Diluted EPS Attributable to Common
Shareholders | $ 5.56 | | | |
| 2015 Adjusted Diluted EPS Attributable to Common
Shareholders | $ 5.38 | | | |
| 2016 Adjusted Diluted EPS Attributable to Common
Shareholders | $ 5.93 | | | |
| Cumulative Adjusted Diluted EPS Attributable to Common
shareholders | $ 16.87 | | | |

90 | AMERICAN EXPRESS COMPANY

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ANNEX A—INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES

| (1) | Represents estimated Discount
revenue from Costco in the United States for spend on American Express cards and
from other merchants for spend on the Costco cobrand card as well as Other
fees and commissions and Interest income from Costco cobrand Card
Members. |
| --- | --- |
| (2) | FX-adjusted information assumes a
constant exchange rate between the periods being compared for purposes of
currency translations into U.S. dollars (i.e., assumes the foreign
exchange rates used to determine results for the twelve months ended
December 31, 2016 apply to the period(s) against which such results are
being compared). FX-adjusted revenues is a non-GAAP measure. Management
believes the presentation of information on an FX-adjusted basis is
helpful to investors by making it easier to compare the Company’s
performance in one period to that of another period without the
variability caused by fluctuations in currency exchange
rates. |
| (3) | Primarily includes the impairment
of goodwill and technology costs, together with some restructuring costs,
within the Prepaid Services Business. |

2017 PROXY STATEMENT | 91

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| LOCATION OF
THE 2017 ANNUAL MEETING Our world headquarters is the site of the
2017 Annual Meeting of Shareholders. We are located at 200 Vesey Street on
the west side of Lower Manhattan in Brookfield Place (formerly known as
the World Financial Center). | |
| --- | --- |
| By
subway | By car or
taxi |
| Take any of these subway lines: the
A, C, E, R or the 1, 2, 3, 4 or 5 trains. All of these trains stop near
Brookfield Place. Brookfield Place is located across the West Side Highway
(also known as West Street) from the trains, toward the Hudson River. Our
building is on the north side of the Winter Garden in Brookfield
Place. | Take the West Side Highway in Lower
Manhattan. Enter Brookfield Place by turning west on either Murray Street
or Vesey Street. Go to the main entrance of our building located at the
corner of Vesey Street and the West Side Highway. If you need special assistance at
the annual meeting, please contact Carol V. Schwartz, our Secretary, by
telephone at 212-640-2000, by email at corporatesecretarysoffice@aexp.com
or by writing to her at the Company’s headquarters at 200 Vesey Street,
New York, New York 10285. |

2017 PROXY STATEMENT | 95

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200 VESEY STREET NEW YORK, NY 10285

SCAN TO VIEW MATERIALS & VOTE

VOTE ONLINE - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 3:00 P.M. Eastern Time on April 26, 2017 (for holders in employee benefit plans), or up until 11:59 P.M. Eastern Time on April 30, 2017 (for all other shareholders). Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote online and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 3:00 P.M. Eastern Time on April 26, 2017 (for holders in employee benefit plans), or until 11:59 P.M. Eastern Time on April 30, 2017 (for all other shareholders). Have your proxy card in hand when you call and then follow the instructions. Toll free in the U.S. and Canada.

VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

VOTE CONFIRMATION You may confirm that your instructions were received and included in the final tabulation to be issued at the Annual Meeting on May 1, 2017 via the ProxyVote Confirmation link at www.proxyvote.com by using the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX . Vote Confirmation is available 24 hours after your vote is received beginning April 17, 2017, with the final vote tabulation remaining available through July 3, 2017.

| TO VOTE, MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
| --- | --- |
| E19392-P87289 | KEEP THIS PORTION FOR YOUR
RECORDS |
| | DETACH AND
RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED. | |

| AMERICAN EXPRESS
COMPANY |
| --- |
| Vote on
Directors The Board of Directors recommends that you vote FOR each
director nominee listed in Proposal 1 below (please mark your vote for each director
separately) : |

1.		For	Against	Abstain
1a.	Charlene
Barshefsky	☐	☐	☐
1b.	John J.
Brennan	☐	☐	☐
1c.	Ursula M.
Burns	☐	☐	☐
1d.	Kenneth I.
Chenault	☐	☐	☐
1e.	Peter
Chernin	☐	☐	☐
1f.	Ralph de la
Vega	☐	☐	☐
1g.	Anne L.
Lauvergeon	☐	☐	☐
1h.	Michael O.
Leavitt	☐	☐	☐
1i.	Theodore J.
Leonsis	☐	☐	☐
1j.	Richard C.
Levin	☐	☐	☐
1k.	Samuel J.
Palmisano	☐	☐	☐
1l.	Daniel L.
Vasella	☐	☐	☐
1m.	Robert D.
Walter	☐	☐	☐
1n.	Ronald A.
Williams	☐	☐	☐

Vote on Proposals

| The Board of Directors
recommends that you vote FOR the following proposals: | | | For | Against | Abstain |
| --- | --- | --- | --- | --- | --- |
| 2. | Ratification of appointment of
PricewaterhouseCoopers LLP as independent registered public accounting
firm for 2017. | | ☐ | ☐ | ☐ |
| 3. | Approval, on an advisory basis, of the
Company's executive compensation. | | ☐ | ☐ | ☐ |
| The Board of Directors recommends you vote 1 YEAR on the
following proposal: | | 1 Year | 2 Years | 3 Years | Abstain |
| 4. | Advisory resolution to approve the frequency of future
advisory votes on the Company's executive compensation. | ☐ | ☐ | ☐ | ☐ |
| The Board of Directors recommends
that you vote AGAINST the following proposals: | | | For | Against | Abstain |
| 5. | Shareholder proposal to permit
shareholders to act by written consent. | | ☐ | ☐ | ☐ |
| 6. | Shareholder proposal to require gender
pay equity disclosure. | | ☐ | ☐ | ☐ |
| The proxies are authorized to
vote in their discretion upon any other matter that may properly come
before the meeting or any adjournment(s) or postponement(s)
thereof. | | | | | |
| For address changes and/or
comments, please check this box and write them on the back where
indicated. | | | | | ☐ |
| Signed proxies returned
without specific voting instructions as to any director or item will be
voted as the Board of Directors recommends. | | | | | |

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Notice to employees participating in the American Express Retirement Savings Plan ("RSP") or the Employee Stock Ownership Plan of Amex Canada, Inc. and Amex Bank of Canada ("ESOP").

Your voting instructions must be received on or before 3:00 P.M. Eastern Time, on April 26, 2017, by Broadridge, which is acting on behalf of the Trustees of the RSP and ESOP. If your voting instructions are not received by 3:00 P.M. Eastern Time, April 26, 2017, the Trustees of the RSP and the ESOP will not vote the shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice and Proxy Statement are available at www.proxyvote.com .

E19393-P87289

AMERICAN EXPRESS COMPANY Proxy for the Annual Meeting of Shareholders to Be Held on Monday, May 1, 2017 Solicited on behalf of the Board of Directors

The undersigned hereby appoints Jeffrey Campbell, Laureen Seeger, Carol V. Schwartz, and Tangela S. Richter, or any of them, proxies or proxy, with full power of substitution, to vote all common shares of American Express Company that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at the Company’s headquarters at 200 Vesey Street, New York, NY 10285, on Monday, May 1, 2017 at 9:00 A.M., Eastern Time, and at any adjournment(s) or postponement(s) of the Meeting, as indicated on the reverse side of this proxy card with respect to the proposals set forth in the Proxy Statement, and in their discretion upon any matter that may properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting. The undersigned hereby revokes any proxies submitted previously.

To ensure timely receipt of your vote and to help the Company reduce costs, you are encouraged to submit your voting instructions online or by telephone. Follow the instructions on the reverse side of this card.

If you choose to submit your voting instructions by mail: Mark, sign, and date this proxy card on the reverse side and return it promptly in the envelope provided. You do not need to mark any boxes if you wish to vote as the Board of Directors recommends.

| Address
Changes/Comments: |
| --- |
| (If you noted any Address
Changes/Comments above, please mark corresponding box on the reverse
side.) |

(Please sign and date on the reverse side)