U.S. Bancorp says CEO Kedia will add board chair title

• Key insight: Gunjan Kedia is set to become chair of U.S. Bancorp's board, making her the latest bank leader to hold both the CEO and chair titles.
  
• Supporting data: Of the 20 largest commercial banks doing business in the U.S., just two still split the CEO-chair duties, and neither of them are based in the United States.
  
• Forward look: The transition will happen in April, when Andy Cecere, U.S. Bancorp's former CEO and current executive chair, retires from the board.
  

U.S. Bancorp CEO Gunjan Kedia is poised to add the role of board chair to her list of duties, which will make her the latest chief executive of a large or midsize bank to hold both titles.

Kedia, 55, will take over as board chair in April when Andy Cecere retires from the board of directors, the Minneapolis-based bank announced Wednesday. Cecere, U.S. Bancorp's former CEO, has been serving as the board's executive chair for the past nine months.

The upcoming transition marks a return to U.S. Bancorp's prior governance structure. Cecere served as both chair and CEO for seven years before Kedia succeeded him as CEO last year.

The hand-off will take place on April 21, the date of U.S. Bancorp's annual meeting. Roland Hernandez will continue to serve as the board's lead independent director, the bank said.

Kedia is "a remarkable leader who is well-respected by the board, her team and our stakeholders for her strategic acumen, client focus and ability to drive business performance," Hernandez said in a press release. "The board of directors has tremendous confidence in her ability to execute and lead the board and the company into a dynamic future."

With the new title, Kedia will join the ranks of large-bank CEOs who have both chief executive and board chair duties. In fact, among the 20 largest commercial banks doing business in the United States, just two continue to split the board chair and CEO jobs — TD Bank Group and BMO Financial Group — and both of those banks are headquartered in Canada.

It's more common at companies based outside of the U.S. for the board chair and CEO roles to be separate, according to Shaun Bisman, a partner at Compensation Advisory Partners.

"The governance approach is different," Bisman told American Banker on Wednesday.

Over the years, some bank investors have called for banks to split the two roles, but the outcomes have largely not aligned with their wishes. In 2024, for instance, shareholders at Bank of America and Goldman Sachs defeated proposals that would have stripped the CEOs at both companies of their chairmanships. The same year, JPMorganChase CEO Jamie Dimon held onto his chair title after shareholders rejected a similar proposal.

Bank boards that have consolidated the two positions often appoint a "lead independent director" as a way to "offset any concern about the combined roles," Bisman said. "They act as a counter to balance management, and that makes combining the roles more palatable for shareholders."

Since September, the CEOs of Citi, Wells Fargo and The Bank of New York Mellon have each become chair of the boards at their institutions. Robin Vince, the CEO of BNY, took over as board chair that month, about three years after he became CEO.

Citi CEO Jane Fraser and Wells Fargo CEO Charlie Scharf were both appointed board chairs of their respective companies in October. Fraser, who has been Citi's CEO since March 2021, was granted a one-time equity award of $25 million in restricted stock units and 1.055 million Citi stock options in connection with her new title. Scharf, who's led Wells since 2019, received a special equity grant of $30 million in restricted share rights and one million-plus stock options.

For a few years, some large U.S. banks split the titles, in some cases as a response to the 2007-2009 financial crisis and the need for more oversight, said Kelly Malafis, a partner at Compensation Advisory Partners. The situations at BNY, Citi and Wells differ from the pending transition at U.S. Bancorp, where there's been a temporary split following a CEO transition, she said.

A similar scenario played out at Morgan Stanley following Ted Pick's promotion to CEO in 2024. Pick was appointed board chair a year after he succeeded James Gorman as chief executive. Like Cecere, Gorman had been serving as executive chairman after he vacated the CEO job.

U.S. Bancorp did not say whether Kedia will receive a bonus or other compensation tied to her additional title. The company will disclose compensation plans in its 2026 proxy statement.

Kedia was American Banker's No. 4 Most Powerful Woman in Banking last year.