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Charter of the USAA and USAA Federal Savings Bank Boards of Directors Compensation and Workforce Committees

Last Updated August 31, 2026

I. SCOPE AND PURPOSE

The Compensation and Workforce Committees (together, “Committee,” unless usage or context dictates otherwise) are established by the Board of Directors (“Board”) of United Services Automobile Association (“USAA”) and by the Board of Directors (together with the USAA Board of Directors, “Board”) of USAA Federal Savings Bank (the “Bank,” and together with USAA, the “Company”) to assist the Board in its oversight of the Company’s compensation and workforce policies, practices, and programs, taking into consideration the Company’s mission and strategic plan and applicable laws, regulations, and guidance (including, without limitation, 12 CFR Part 30, Appendices A and D (and successor regulations)). The Committee’s primary purposes are to: (a) oversee compensation related to the Company Senior Executives (as defined below), executive development, and employee benefits, (b) oversee the total rewards philosophy and strategy of the Company and (c) evaluate whether the Company’s incentive compensation plans and arrangements are consistent with the Company’s safety and soundness and discourage imprudent or inappropriate risk taking. The Committee will assess the performance and pay of the USAA Chief Executive Officer (“CEO”), review and approve CEO performance goals and compensation, and is responsible for recommending Board compensation. 

For the purposes of this charter, the term “Bank Senior Executives” means the Bank President and the Bank President’s executive direct reports, as well as his/her functional direct reports (functional direct reports include the Bank General Counsel, the Bank Senior Financial Officer, and the Bank Senior HR Business Partner). The term “Company Senior Executives” means the CEO, the USAA Executive Vice Presidents and the Bank Senior Executives.

II. RESPONSIBILITIES

The duties and responsibilities of the Committee include the following:

A. Performance & Compensation

  1. Periodically review and, as appropriate, approve the Company’s overall total rewards philosophy and strategy and, in consultation with senior management, oversee the development of compensation programs.
  2. Annually review the general salary plan for the ensuing fiscal year.
  3. Annually review and, as appropriate, approve the peer group for benchmarking Company Senior Executives and Board compensation.
  4. Annually review the compensation of directors for service on the Board and its committees and, as appropriate, recommend changes in compensation to the Board for approval.
  5. In consultation with the Board Chairman, annually review and approve the CEO's financial and nonfinancial performance goals, evaluate the CEO's performance against the approved goals; based on this evaluation, determine and approve the CEO's performance rating, compensation, benefits and perquisites; and report the Committee’s decisions to the Board. The CEO may not be present during voting or deliberations on the CEO’s performance or compensation, unless specifically invited by the Committee.
  6. In consultation with the CEO or the Bank President, as appropriate, annually determine and approve the performance rating, compensation, benefits and perquisites of Company Senior Executives.‍ ‍ In doing so, the Committee shall evaluate their performance in light of goals and objectives reviewed by (and in the case of the Bank Senior Executives, approved by) the Committee and such other factors as the Committee deems appropriate and in the best interests of USAA or the Bank, as appropriate. This provision does not apply to the positions of (i) the USAA and Bank Chief Risk Officers, which are delegated to the Risk Committees, (ii) the USAA and Bank Chief Audit Executives, which are delegated to the Finance and Audit Committees.
  7. For USAA Executive Vice Presidents (i) review and approve appointments, compensation, and termination, and (ii) review severance plan amounts and approve any exceptions to the severance plan formula. This provision does not apply to the positions of (i) USAA Chief Risk Officer, which is delegated to the Risk Committee, (ii) USAA Chief Audit Executive, which is delegated to the Finance and Audit Committee, and (iii) Bank President, the appointment of whom is the responsibility of the Bank Board.
  8. Monitor and, at least annually, review and discuss with the appropriate officers of the Company, including the USAA and Bank Chief Risk Officers, the overall incentive compensation for the Company’s employees and officers to assess whether the Company’s incentive compensation plans and arrangements and sales practices are consistent with safety and soundness, satisfy regulatory expectations, and do not encourage imprudent risk-taking inconsistent with the long-term health of the Company.
  9. Periodically review and approve the Incentive Compensation Policy and review and approve incentive compensation plans and arrangements that apply to Company Senior Executives in accordance with the Incentive Compensation Policy, or any material modifications thereto.
  10. Annually review and evaluate annual and long-term performance of USAA and the Bank against applicable metrics for incentive compensation plans and arrangements that apply to Company Senior Executives and determine annual and long-term performance funding for such plans and arrangements.
  11. Oversee the design and administration of the Company’s benefit plans, including the delegation and allocation of authority, financial status, reasonableness of the structure and components of such plans, and review and approve such benefit plans and any major modifications and amendments thereto, as may be appropriate.
  12. Periodically review and approve, as necessary, USAA’s and the Bank’s Recoupment Policies, and take such appropriate actions as are necessary under their provisions to effectively administer such policies.

B. Succession Planning

  1. Review and provide input (or approve, in the case of the Bank President) to regular succession plans for Company Senior Executives. This provision does not apply to the positions of (i) the USAA and Bank Chief Risk Officers, which are delegated to the Risk Committees, and (ii) the USAA and Bank Chief Audit Executives, which are delegated to the Finance and Audit Committees.

C. Workforce Programs and Policies

  1. Review, significant talent programs and practices.
  2. Annually review and approve the Bank’s written talent management program, and any material changes thereto, that provides for, among other things, development, recruitment and succession planning regarding Bank talent, including an assessment of its alignment to the Bank’s strategy and risk appetite.
  3. Require and receive from the Bank Senior HR Business Partner periodic reporting on the effectiveness of the Bank’s written talent management program, including sufficiency, in terms of staffing levels and talent, of resources, including Bank personnel and outsourced personnel, supporting the Bank.
  4. Review personnel practices and programs that have substantial effect on the safety and well-being of employees or on the reputation or financial strength of the Company, including the USAA Emergency Response Plan.
  5. Periodically review and discuss reporting on workforce culture.
  6. Review and approve the USAA Code of Business Ethics and Conduct.

D. Committee Performance

  1. Annually review and assess the Committee's performance and provide the results to the Board.
  2. Annually review the Committee Charter and recommend any necessary changes for approval by the Board.
  3. Recommend the Board, as necessary, investigate any matters within the Committee's purview.

E. Other

  1. The Committee shall perform such other duties as may be delegated to it from time to time by the Board.
  2. The Committee may delegate its authority to subcommittees, which shall report regularly to the Committee.
  3. The Committee shall coordinate its work with other committees as it deems appropriate.
  4. The Committee shall periodically meet with the Executive Vice President, Chief Human Resources Officer, and/or the Bank’s Senior HR Business Partner, as it deems appropriate.

III. DURATION

The Committee shall continue in existence until dissolved by the Board.

IV. COMMITTEE CHAIR

The Chair of the Committee and if the Committee so decides, the Vice Chair of the Committee, shall be elected by the Board at least annually, or as necessary, with due consideration given to nominee(s) recommended by the Nominating and Governance Committee. In the event of the death, disability or other incapacity that prevents the Committee Chair from properly performing their duties, the duties of the Committee Chair shall pass to the Committee Vice Chair or in the absence of a Vice Chair, a Committee member designated by the Committee, until a new Committee Chair is elected as provided for herein.

V. COMMITTEE MEMBERSHIP

The Committee shall consist of at least three members, including the Chair. The membership of the Committee shall be through appointment by the Board, on consideration of nominee(s) recommended by the Nominating and Governance Committee. The Committee will be comprised solely of independent directors as set forth in the Corporate Governance Guidelines. The Board shall have the authority to fill any vacancies and to remove any Committee member for any reason. No less than annually, the Board shall assess Committee members' independence and determine if they meet applicable requirements.

VI. OUTSIDE CONSULTANTS

The Committee shall have the sole authority, without further approval by the Board, to select, retain, evaluate the performance of, and terminate such outside consultants or counsel (including any compensation consultant(s)) as it determines appropriate to assist it in the performance of its functions, to conduct investigations in accordance with the law or to advise or inform the Committee. The Committee shall be able to approve, without further approval by the Board, any compensation payable by USAA to such consultant(s), including the fees, terms, and other conditions for the performance of such services. The Committee shall take appropriate measures to maintain the independence of any such consultant(s) including pre-approving all services performed by such consultant for the Company other than services performed for the Committee in connection with non-employee director compensation matters.

The Committee may consult with internal or outside counsel, if, in the opinion of the Committee, any matter under consideration by the Committee has the potential for any conflict between the interests of USAA and those of the Bank in order to ensure that appropriate procedures are established for addressing any such potential conflict.

VII. MEETINGS

The Committee shall meet at such times and shall conduct such business as required to fulfill its responsibilities under this Charter, with at least three regular meetings per year. Agendas and materials will be provided to Committee members in advance of any regular meetings. Special meetings may be held as called by the Committee Chair in consultation with the Chairman.

A majority of the members of the Committee shall constitute a quorum and the affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the approval of any Committee business. The Committee may also act by unanimous written consent. Meetings by telephonic or video conference call are authorized and actions taken during such meetings shall have the same force and effect as actions taken in an in-person meeting.

The Committee may hold separate sessions as the USAA Committee or the Bank Committee if necessary to address issues relevant to one entity but not the other, or to consider transactions between the two entities or other matters where USAA and the Bank may have different interests.

Meetings are to be attended only by members of the Committee, the appointed recorder, designated management, and guests approved by the Committee Chair.

VIII. MINUTES AND REPORTS

The Corporate Secretary, in collaboration with the Committee Chair, shall designate a person to record the proceedings of the Committee’s meetings. The records of the Committee’s meetings shall be confidential and retained in accordance with USAA's records retention schedule.

The Committee Chair may authorize the creation and distribution of reports or position papers as appropriate. The Committee shall make regular reports to the Board regarding its deliberations and actions and to make recommendations to the Board.

IX. EFFECTIVE DATE

This charter was approved by the Board on August 20, 2026 to be effective on August 31, 2026, and shall govern the operation of the Committee thereafter.

Related footnotes:

  1. With the exception of the Bank General Counsel, Bank Senior HR Business Partner and Bank Senior Financial Officer, for whom the Committee will review their performance and provide input to management on their compensation.

Related footnotes:

  1. Use of the term "member" or "membership" refers to membership in USAA Membership Services and does not convey any legal or ownership rights in USAA. Restrictions apply and are subject to change. To join USAA, separated military personnel must have received a discharge type of Honorable or General Under Honorable Conditions. Eligible family members may also join USAA.

  2. USAA means United Services Automobile Association and its affiliates.

    USAA Federal Savings Bank offers deposit, credit card, consumer lending, mortgage, and other banking products and services. USAA Federal Savings Bank is a Member of FDIC. Credit card, mortgage and other lending products not FDIC-insured.

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