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UNITED SERVICES AUTOMOBILE ASSOCIATION TECHNOLOGY COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

Last updated November 2025

I. SCOPE AND PURPOSE:

The Technology Committee (“Committee”) is established by the Board of Directors (“Board”) of United Services Automobile Association (“USAA” or “Association”) to assist the Board in fulfilling its oversight responsibilities with respect to the overall role of technology in executing USAA’s business strategy, including but not limited to (i) technology strategy, performance, and operations, (ii) significant technology investments and expenditures, (iii) project management, and (iv) emerging trends in information technology (“IT”) and technology innovation. In executing these responsibilities, the Committee will seek alignment among business strategy, risk appetite, and risk management practices.

II. RESPONSIBILITIES:

The Committee shall have the following responsibilities:

A. Technology Strategy and Operations

  1. Review and approve USAA’s technology strategy and plan and provide oversight of such technology strategy and plan and its alignment with the business strategy as set forth in USAA’s strategic plan, including, but not limited to, operations, performance, and innovation, management’s activities and communications related thereto, and associated expenditures for USAA and its business functions.
  2. Review reports from members of management, as and when appropriate, on USAA’s technology strategy, plan and operations; significant technology investments and related technological progress; USAA’s information security program; and trends that may affect USAA’s technology strategy, plans and operations.
  3. Review and discuss with management reports on any relevant technology metrics.
  4. Review and, as appropriate, make recommendations to the Board regarding significant technology investments and major initiatives related to technology.
  5. Monitor technological innovation in USAA’s industry and USAA’s related technology initiatives to maintain competitive position.
  6. Review and monitor USAA’s significant technology investments and initiatives and assess whether they reflect sound management, and are consistent with USAA’s strategy, plans and operations.
  7. Review critical technology, data and analytics, and projects with management to understand their functionality, quality, business benefits, and member use.
  8. Review and monitor USAA’s talent strategy related to technological transformation and receive reports from management concerning USAA’s related progress.
  9. Review and approve USAA’s written information security program.

B. IT Risk Management

  1. As appropriate, review and discuss with the Board’s Risk Committee information security (including cybersecurity) and other technology risks to USAA. Notwithstanding anything to the contrary in this charter, responsibility for the oversight of operational risks associated with information technology/security activities, including risk assessment and risk management, shall remain with the Board’s Risk Committee.
  2. In coordination with the Board’s Risk Committee, oversee the USAA IT Risk Management Framework and Policy from a first line of defense perspective.

C. Technology 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. As necessary, recommend the Board investigate any matters within the Committee's purview.

D. Other

  1. 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.

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 of the Board. In the event of the death, disability, resignation, or other incapacity that prevents the Committee Chair from properly performing his or her duties, the duties of the Committee Chair shall pass to a Committee member designated by the Committee until a new Committee Chair is elected as provided for herein.

The Committee will, through its Chair, communicate and coordinate with the Risk Committee, Audit Committee and other committees as needed to remain appropriately informed about technology-related matters relevant to the Committee’s work, and to keep such other committees appropriately informed about technology matters relevant to their work.

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 Committee. The Board shall have the authority to fill any vacancies and to remove any Committee member for any reason.

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 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 fees, terms, and other conditions for the performance of such services.

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 at an in-person meeting.

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 shall be effective upon approval by the Board on November 21, 2025, and shall govern the operation of the Committee hereafter.

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