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United Services Automobile Association Nominating and Governance Committee of the Board of Directors

Last Updated: August 2023

I. SCOPE AND PURPOSE

The Nominating and Governance Committee (Committee) is established by the Board of Directors (Board) of United Services Automobile Association (USAA) to assist the Board in overseeing the organization and performance of the Board. Specifically, the Committee will (a) evaluate the effectiveness of the Board; (b) develop and recommend procedures to provide that the Board conducts itself ethically and in accordance with the law; (c) develop and recommend to the Board corporate governance guidelines applicable to USAA, and oversee implementation of the guidelines; (d) recommend nominees for election to the Board and candidates to fill Board vacancies; and (e) approve or recommend to the Board the corporate governance policies of USAA. The Committee will continually strengthen the corporate governance framework by regularly developing and reviewing key corporate governance documents and by assessing the reporting channels and mechanisms through which the Board receives information. In executing its responsibilities, the Committee will seek the alignment of business strategy, risk appetite, and risk management.

II. RESPONSIBILITIES

The Committee shall have the following responsibilities:

A. Operations

  1. Oversee the system of corporate governance of USAA, including: (i) developing the Corporate Governance Guidelines (Guidelines); (ii) reviewing of the Guidelines at least annually; and (iii) recommending to the Board for approval any changes to the Guidelines that the Committee believes to be appropriate.
  2. Oversee the implementation of an orientation program for new Board members and maintain an ongoing training program for Board members. Consult with senior management to assess strategic objectives and current and emerging risks that should inform or be covered in director training materials and presentations.
  3. Annually review and approve the Director Orientation and Training Policy.
  4. Annually review and approve the Director Development Plan (the "Plan") and receive periodic updates regarding individual directors' completion of the Plan.
  5. Establish, implement, and oversee an annual Board self-assessment process to evaluate the effectiveness of the composition, structure, procedures, and performance of, and management reporting to, the Board and its committees.
  6. Annually review and approve skills matrix categories that identify the overall mix of director expertise, experience, independence, and diversity of professional and personal backgrounds (including with respect to race, ethnicity and gender) that support effective Board oversight. In doing so, consider whether the desired criteria align to USAA's strategic plan.
  7. Review and, as necessary, recommend amendments to the Bylaws of USAA and any other relevant documents relating to the composition or functions of the Board, for approval by the Board and, when required, by the members of USAA.
  8. Annually review and recommend to the Board (i) committee assignments and chair and vice chair positions and (ii) the appointment of the Board Chairman and the Board Vice Chairman of the Board. 
  9. Annually elect the Chair and Vice Chair of the Advisory Panel from the members of the Board.
  10. Approve changes to director, Board, and Advisory Panel officer position descriptions as needed.
  11. Review and assess all written notices of a director's proposed service on the board of any other for-profit organization or a significant change (including retirement) in the principal position, job responsibility or status of current directors, and, based on the individual circumstances, make recommendations to the Board regarding the appropriateness of each such director's continued Board membership.
  12. Annually review and recommend to the Board for approval the agenda and Proxy Statement for the Annual Members' Meeting.

B. Ethics and Other Corporate Programs

  1. Review and recommend to the Board for approval any updates, as needed, to the USAA Board of Directors Code of Conduct, and the Notification Procedure For Complaints Alleging Senior Management Misconduct.
  2. Establish and monitor Board compliance programs and procedures designed to prevent conflicts of interest and violations of business ethics by directors and investigate, as appropriate, any such potential conflicts or violations.
  3. Review and recommend to the Board for approval any amendments to the USAA Employee Code of Business Ethics and Conduct (Code of Conduct).
  4. At least annually, the Board Chairman will meet with the Chief Ethics Officer to review and discuss case trends and any potential updates to the ethics policies and Code of Conduct.
  5. Oversee USAA's strategy related to environmental, social and/or governance matters and periodically review USAA's diversity, equity and inclusion initiatives and programs.

C. Board Nominations and Composition

  1. Develop, recommend to the Board, and periodically review the criteria for selecting nominees for election to the Board; identify and recommend to the Board, nominees for election to the Board that the Committee believes are qualified and suitable to become members of the Board; and recommend to the Board the nominees to stand for election, as reflected in the Guidelines and the USAA Director Election Procedures and Performance Standards. In the case of a vacancy in the office of a director (including a vacancy created by the death, resignation, retirement, or removal of a director, or an increase in the size of the Board), the Committee shall recommend nominee(s) for election to the Board to fill such vacancy.
  2. Oversee the evaluation of the background and qualifications of any candidate for the Board and such candidate's compliance with the independence standards and other applicable qualifications, as determined by the Committee.  Specifically, the Committee shall consider whether the composition of the Board contains the appropriate level of insurance and financial sector expertise commensurate with the scope and scale of USAA's activities.
  3. At least annually, oversee the process for which each non-management director completes the USAA Board of Directors Disclosure Statement and Independence Questionnaire and make a recommendation regarding each non-management director's independence, to the Board as defined under Rule 303A.02 of the New York Stock Exchange (NYSE)(or any successor rule), to the Board.
  4. Annually review and, as necessary, make recommendations regarding the size and composition of the Board.
  5. Consider offers of resignation of Board members.

D. Board Chairman and CEO Evaluation and Succession

  1. Assess performance of the Board Chairman and share the results with the Compensation and Workforce Committee for purposes of compensation decisions.
  2. Develop and recommend the Board Chairman Regular and Emergency Succession Plans for Board approval, and annually review and update such plans, as appropriate.
  3. At least annually, review and recommend the Chief Executive Officer (CEO) Regular and Emergency Succession Plans for Board approval.
  4. Consider and recommend to the Board CEO candidates in accordance with the CEO Regular Succession Plan and consistent with the selection criteria set forth in the CEO position specification, and periodically review the selection criteria and recommend changes to the Board.

E. Nominating and Governance Committee Performance

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

F. Governance of Subsidiaries

  1. Oversee the development and implementation of governance structures and practices to support the effective operation of USAA businesses.
  2. Annually review the Subsidiary Interaction Model.

G. 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.

III. DURATION

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

IV. CHAIR AND VICE CHAIR

The Chair and the Vice Chair of the Committee (Committee Chair and Committee Vice Chair) shall be elected by the Board at least annually, or as required, with due consideration given to nominee(s) recommended by the Committee and who meet the criteria set forth in the Director, Board Officer and Advisory Panel Position Descriptions.

In the event of the death, disability, or other incapacity that prevents the Committee Chair from properly performing his or her duties, the duties of the Committee Chair shall pass to the Committee Vice Chair 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 and Vice Chair, who meet the criteria for independence and expertise as established by the Board in the Corporate Governance Guidelines and as defined pursuant to Rule 303A.02 of the NYSE listing standards (or any successor rule). The Board shall have the authority to fill any vacancies and to remove any Committee member for any reason. The Board Chairman, if a member of the Committee, shall be recused from Committee deliberations related to Board Chairman performance.

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, with at least four regular meetings per year. Agendas and advance 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 Board 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.

Meetings are to be attended only by members of the Committee, other directors, 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 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 24, 2023, to be effective August 31, 2023, and shall govern the operation of the Committee hereafter.