UNITED SERVICES AUTOMOBILE ASSOCIATION EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
Last Updated: August 2023
I. SCOPE AND PURPOSE
The Executive Committee ("Committee") is appointed by the Board of Directors ("Board") of United Services Automobile Association ("USAA"), in accordance with Article IX of the USAA Bylaws to act on behalf of the Board in the intervals between regularly scheduled meetings of the Board.
II. RESPONSIBILITIES
The Committee shall have the following responsibilities:
- Act for, and on behalf of, the Board on matters that either require prompt attention or are deemed appropriate by the members of the Committee for the Committee to consider on behalf of the Board.
- Exercise such other powers and perform such other responsibilities as are incidental to the purposes, duties, and responsibilities specified herein and act on such other matters as may, from time to time, be delegated to the Committee by the Board.
III. DURATION
The Committee shall continue in existence until the Bylaws are amended to alter the duration of the Committee.
IV. CHAIR
Pursuant to Article IX of the Bylaws, the Committee Chair shall be the Board Chairman.
V. COMMITTEE MEMBERSHIP
As prescribed in the Bylaws, the Committee shall be chaired by the Board Chairman and consist of no more than ten members elected from the Board, as determined by the Board Chairman. Nomination for such consideration will be offered to the Board by the Nominating and Governance Committee.
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 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, including approving 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. Special meetings may be held as called by the Committee Chair. Agendas and advance materials will be provided to Committee members in advance of any regular meetings. 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.
Meetings are to be attended only by members of the Committee, other Directors, the appointed recorder, designated management, and guests approved in advance 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 and distribute such record as directed by the Committee Chair. The records of the Committee meetings shall be confidential and retained in accordance with the 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. SUBCOMMITTEES
The Committee Chair is authorized to establish subcommittees as deemed appropriate to efficiently analyze, review, and/or develop positions or take action on a specific subject within the scope of the Committee's purpose. The Committee Chair shall remain responsible for the actions or decisions of any subcommittee.
X. EFFECTIVE DATE
This Charter was approved by the Board on August 24, 2023, to be effective August 31, 2023 and will govern the operations of the Committee thereafter.