of

Koenig to Olguin  USAA Governance Guidelines  

May 4 2018 1335 GMT

Started January 3 2018

Laura A Olguin [Velenzuela]

Member Investigations

United Services Automobile Association

9800 Fredericksburg Road

San Antonio TX 78288

+1.210.282.7583 (o-direct)

executivecommunications@usaa.com 

Dear Ms Olguin:

I begin with a housekeeping matter.

On November 18 2005, I wrote the 14 USAA “Directors” individually about my concerns as a USAA member.  The letters were addressed as follows, and I supply the individual proof of delivery for each:

Leslie G Denend
1700 Whitehall Ln
Saint Helena CA 94574
+1.707.967.8246

Leslie G Denend
Transplant Patient Advisory Council
Stanford University Hospital
+1.650.498.9909

fax: +1.650.721.5079.
hearttransplantpac@stanfordmed.org

I am told that the 14 USAA directors, in response,  voted unanimously to have their lawyer James O Druker arrange to have me jailed by a New York State Judge, Robert Roberto, who sleeps with teenage prostitutes (Google the New York Times Article if you don’t believe me).


I am preparing a brief for the 50 state insurance commissioners and various other other state and Federal regulatory bodies whih asks that each state deem the USAA “directors” to have personal liability for their failure to properly supervise Robert G Davis, and then Laura Ann mahan Bishop.

Drawing on the guidance [Exhibit “_”] published at:

https://www.usaa.com/inet/wc/about_usaa_corporate_governance_guidelines 

This is also to request an admission from the present syndicate manager(s) that I made a good faith effort to inform the

Very truly yours,

Robert J Koenig
+1.212.203.9712 (cell, sms, mms and FaceTime)




https://www.usaa.com/inet/wc/about_usaa_corporate_governance_guidelines 

Corporate Governance Guidelines

United Services Automobile Association ("USAA") Corporate Governance Guidelines

The Board of Directors (“Board”) of United Service Automobile Association (“USAA” or “Association”) has adopted these Corporate Governance Guidelines (“Guidelines”) to promote the functioning of the Board and its committees, and to set forth a common set of expectations as to how the Board should exercise or perform its functions. The principles and statements set out in these Guidelines are not intended to change or add to the requirements, responsibilities or authority granted or permitted by applicable laws or the Association's Bylaws or other corporate documents. The Board will periodically review and reassess the adequacy of these Guidelines.


1. BOARD RESPONSIBILITIES

The Board is the ultimate decision-making body of the Association except for matters reserved to the members. The Board's role is to set the Association's strategic aims and ensure the necessary financial, human, and other resources are in place for the Association to meet its objectives within a board approved risk appetite and framework and oversight of management performance. The Board should uphold the Association's values and standards and ensure that it meets its obligations to its members and other stakeholders to the Association. The Board's responsibilities encompass oversight in the following areas: corporate governance, strategic and operational direction, risk management, employee compensation and benefit programs philosophy, overall corporate performance, and membership eligibility.


2. MANAGEMENT RESPONSIBILITIES

Day-to-day management and administration of the Association is the responsibility of the Chief Executive Officer. Management manages the Association in accordance with the strategic and operational plans approved by the Board and within the risk appetite approved by the Board. The Board, pursuant to its approved process, evaluates performance of the Association.


3. DIRECTOR RESPONSIBILITIES

The basic responsibility of the directors is to exercise their business judgment to act in a manner that they reasonably believe to be in the best interests of the Association, its members and its employees. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Association's senior executives and its outside advisors, consultants and auditors. Directors are expected to be knowledgeable about the business of the Association, prepare for and regularly attend and participate in Board and committee meetings, review information deemed to be important to the best conduct of business by the Association. Directors must use reasonable efforts to ensure that information provided is complete, accurate, and adequate for purposes of making decisions on behalf of the Association, ask questions when circumstances require, and be deliberative in their decision making. Directors are also required to bring to the attention of the Board any conflicts of interest or potential conflicts and to refrain from voting on matters where a conflict exists. Directors are expected to contribute intellectual resources such as industry knowledge, financial expertise, and managerial experience that will benefit the Association in achieving its mission and plans.


4. SELECTION OF BOARD CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The Board selects from among its members the Board Chairman, who shall also be the Chair of the Executive Committee as set forth in Article IX, Section 2 of the Bylaws. The Board also appoints the Chief Executive Officer and President of the Association (all references hereinafter to Chief Executive Officer or CEO should be understood to include reference to the role and title of President). It is the current policy of the Board to divide the roles of Board Chairman and Chief Executive Officer of the Association in different individuals.


5. SELECTION OF BOARD VICE CHAIRMAN

The Board selects from among its members a Vice Chairman for such purposes as the Board may determine from time to time, including those listed below. In the event the Board Chairman is not independent, the Board Vice Chairman shall be selected from among the independent directors


6. BOARD AND COMMITTEE MEETINGS

Directors should spend the time necessary, and meet as frequently as necessary, to properly discharge their responsibilities. Board and committee meetings are generally held pursuant to a pre-determined schedule, with additional meetings scheduled as necessary. The length of Board and committee meetings, and the time devoted to each item on a meeting agenda, depends upon the number and the nature of the items to be discussed at the meeting.


7. AGENDA ITEMS FOR BOARD MEETINGS

The Board Chairman, in consultation with the Chief Executive Officer, as well as Board committee chairs and vice chairs and members of senior management, as needed, establishes the agenda for each Board meeting. The proposed agenda for each meeting is generally distributed to the members of the Board in advance of the meeting. Board members are also able to suggest items for inclusion on the agenda. The Board will review budgets for the next year, operating plans for the next three years, long-term strategic plans, and related principal issues that the Association is expected to face during at least one Board meeting each year.


8. BOARD AND COMMITTEE MATERIALS DISTRIBUTED IN ADVANCE

Memoranda and other information useful to inform the Board and its committees regarding a particular agenda item are generally distributed to the members of the Board or committee, as applicable, in advance of a Board or committee meeting so that meeting time may be conserved and discussion time focused on questions that the Board or committee has about the material.


9. OTHER INFORMATION

In addition to information provided to the Board and its committees in connection with their meetings, management regularly provides material and timely information to members of the Board and its committees with respect to the Association's businesses, financial condition and prospects, as well as matters relevant for each committee.


10. ACCESS TO INDEPENDENT ADVISORS

The Board and its committees may engage independent legal, financial, and other advisors whenever they determine that doing so is necessary and appropriate in the circumstances. The Association shall pay the fees and expenses of such independent advisors retained by the Board and its committees.


11. EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

The non-management directors of the Board shall meet in executive session as a full board at every regularly scheduled meeting and in committees as needed.


12. BOARD ACCESS TO MANAGEMENT

Directors will be entitled to access members of management at any time to request relevant and additional information. Members of the Finance and Audit Committee meet with internal and external auditors without management present to request additional information and seek explanations. A director is entitled to rely on the information provided by management or auditors, absent knowledge of information that makes such reliance unreasonable.


13. EVALUATION OF THE CHIEF EXECUTIVE OFFICER

The performance evaluation of the Chief Executive Officer is coordinated on an annual basis by the Compensation and Workforce Committee. The evaluation is based on objective criteria including, without limitation, the performance of the Association and the accomplishment of short-term operating and long-term strategic objectives. The Chief Executive Officer provides the Board annually with a report on such performance and accomplishments. The results of the evaluation are used by the Board in considering the compensation of the Chief Executive Officer. The consideration of Chief Executive Officer compensation is conducted at a meeting of the Board at which only the outside directors are present and the Board Chairman presides as chairman. The results of the evaluation are then communicated to the Chief Executive Officer by the Board Chairman in a private meeting.


14. EVALUATION OF THE CHAIRMAN OF THE BOARD

The performance evaluation of the Board Chairman is coordinated on an annual basis by the Nominating and Governance Committee Chair so long as that position is not held by the Board Chair, otherwise the Nominating and Governance Committee Vice-Chair shall coordinate the performance evaluation. The evaluation is based on criteria including, without limitation, the Chairman's management of interactions between the Chief Executive Officer and the Board as well as the Chairman's ongoing contact with the Committee Chairs. The results of the evaluation are used by the Board in considering the compensation of the Board Chairman. The consideration of Board Chairman compensation is conducted at a meeting of the Board at which only the directors not including the Board Chairman are present and the Board Vice Chairman presides as chairman. The results of the evaluation are then communicated to the Board Chairman by the Board Vice Chairman in a private meeting.


15. EMPLOYEE AND SENIOR MANAGEMENT COMPENSATION

The Board will annually review employee compensation programs to ensure they are sufficiently competitive to attract and retain the top talent required to maintain both excellent member service and financial strength for the Association. The Compensation and Workforce Committee will be composed solely of independent, outside directors. The Committee may use a third party expert (or experts) to conduct research and make recommendations on various matters, including but not limited to, senior management compensation (“Compensation Consultant”). (Such Compensation Consultant may only be engaged by management to provide other products and services with prior approval of the Committee.) The Board as a whole will approve CEO compensation after reviewing Committee recommendations, and after evaluating the performance of the CEO.

Compensation is provided through a base salary, established through analysis of relevant external benchmarks, and through a bonus program, payable upon attainment of performance objectives. Bonus payments (for most employees including senior management) will be determined against a balanced scorecard of objectives, established annually by the Board at the beginning of the performance period, and evaluated annually by the Board at the conclusion of the performance period. Most employees including senior management are eligible to participate in the Bonus program; targets will be commensurate with the duties and obligations of the position.


16. BOARD COMPENSATION

Board Officer and Director compensation is established annually by the Board to enable the attraction and retention of the caliber of Director required to properly oversee and govern a complex financial services company, and to ensure that the Association remains true to its military heritage and mission. An independent compensation consultant, reporting to the Compensation and Workforce Committee, provides recommendations to the Committee based on external benchmarks. USAA's management may only engage the same third party, or its subsidiaries and affiliates, to provide other products or services with the prior approval of the Committee and with restrictions on the nature and extent of such work. Each non-management Director receives a base retainer paid quarterly. Except for Directors who are employees, no Director participates in any bonus or incentive plan or in any benefit programs. Directors who are employees receive no payment for board service. Board compensation is not disclosed except as required by law.


17. MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING

On a regular basis, Board members are made aware of the development of senior management. The members of the Board on an annual basis will discuss the Association's plans for succession of the Chief Executive Officer upon his retirement or in the event he is unable to serve in such capacity. The Board is also responsible for reviewing the succession plan for the Chairman and Chief Executive Officer, and through its Compensation and Workforce Committee, the Chief Executive Officer's succession plan for senior management.


18. ETHICS AND STANDARDS OF CONDUCT

Each member of the Board shall adhere to the core values of service, loyalty, honesty and integrity, and comply with the USAA Board of Directors Code of Conduct and USAA Board of Directors Code of Conduct Procedures. The Compensation and Workforce Committee reports to the Board the results of, and any recommendations with respect to, its review of the effectiveness of ethics and conflict of interest policies applicable to the employees of the Association.


19. DIRECTOR EDUCATION POLICY

Each director has a responsibility to be adequately informed on matters relevant to participating on the Board. Management provides appropriate training in various ways and the Association will reimburse each director for expenses associated with their attendance at seminars on issues related to Board service or corporate governance in accordance with the Board's Director Development Policy. A copy of this policy is included in the Manual.


20. BOARD COMPOSITION AND QUALIFICATIONS

Non-management Board members must be members of the Association and be independent. The Board has established procedures for Board composition and director qualifications titled USAA Director Election Procedures and Performance Standards, a copy of which is in the Manual. While the Board as a matter of policy will strive to achieve a composition which approximates the service demographics of membership, it also recognizes a need to achieve the best possible balance of skills and experience to execute the fiduciary responsibilities of the Board. It will always be the first priority of the Board to assure that the collective skills of the directors enable it to discharge its duties with both professionalism and efficiency; all other priorities will be subordinate. The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of perspectives and contacts relevant to the Association's businesses. Because of Department of Defense policy, USAA does not seek participation by active duty military officers as members of the Board. However, such representation is included on the Advisory Panel.


21. BOARD SIZE

The Board believes that a size of 12-15 independent members is optimal for an association of the size and structure of USAA. However, in order to add directors who have required expertise or experience, a larger number of directors, up to 20, may be necessary, and is permitted by Article VI, Section 1 of the Bylaws.


22. DEFINITION OF DIRECTOR INDEPENDENCE

To determine director independence, the Board will apply the standard for director independence set by the New York Stock Exchange Listed Company Manual. Additionally, the Board established standards for what constitutes director independence for members of the Finance and Audit Committee in accordance with the codification of the Texas insurance audit rules, SEC rules, and Federal Reserve rules. Comparable independence standards apply to members of the Risk Committee and the Compensation and Workforce Committee.


23. BOARD MEMBERSHIP CRITERIA

The Nominating and Governance Committee reviews candidates for Board membership on a regular basis and whether such nominees have the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board. The Nominating and Governance Committee has established criteria for the selection of potential directors, taking into account the following desired attributes: leadership; independence; interpersonal skills; success in military and/or civilian careers; financial and risk acumen; business and industry knowledge; and diversity of perspectives.


24. SELECTION OF NEW DIRECTOR CANDIDATES

The Board is responsible for approving candidates for Board membership. The Board has delegated the screening and recruitment process to the Nominating and Governance Committee, in consultation with the Board Chairman and the Chief Executive Officer.


25. EXTENDING THE INVITATION TO A POTENTIAL NEW DIRECTOR TO JOIN THE BOARD

Invitations to join the Board are extended by the Board Chairman and by the CEO.


26. ORIENTATION OF PROSPECTIVE BOARD MEMBERS

Prospective Board members who will be presented to the membership for election to the Board, are provided with general materials and information regarding the Association and its operations; meet with members of senior management and other Board members; and have opportunities to tour facilities of the Association prior to beginning their service on the Board. The Nominating and Governance Committee periodically reviews and evaluates the orientation process to ensure its effectiveness.


27. BOARD COMMITTEE AUTHORITY

The Board may establish such committees and delegate such functions as it deems appropriate. A director is entitled to rely on the work of such committee, absent knowledge of information that makes such reliance unreasonable. Each director is expected to serve on at least one committee.


28. STANDING COMMITTEES AND CHARTERS

Pursuant to Article VIII, Sections 1 and 2 of the Bylaws, the Board may establish such committees as it shall determine to be necessary and appropriate, and may delegate various responsibilities to such committees. The Board is currently organized into the following committees:

  1. Nominating and Governance Committee
  2. Executive Committee
  3. Finance and Audit Committee
  4. Compensation and Workforce Committee
  5. Member and Technology Committee
  6. Risk Committee

Each committee has a charter that defines its function and responsibilities. The composition and powers of the Executive Committee as described in its charter are prescribed and enabled by the Association's Bylaws, Article IX. Of the remaining committees, each reviews its own charter annually for effectiveness and any changes are approved by the Board. The selection process for chair and vice chair of the committees is set forth in the Manual. In addition to the standing committees, the Board may establish ad hoc committees as the Board deems appropriate.


29. ASSIGNMENT OF COMMITTEE MEMBERS

Each year, the Nominating and Governance Committee will recommend to the Board for its approval committee and chairmanship assignments for the succeeding year.


30. AGENDA ITEMS FOR COMMITTEE MEETINGS

The chair of each committee, in consultation with the Board Chairman, as well as the respective committee vice chairs, and appropriate members of management and staff, as needed, will develop an agenda consistent with its charter which is distributed to all committee members for review and comment prior to the meeting. Committee members are also able to suggest items for inclusion on the committee agendas.

An annual calendar of agenda subjects to be discussed during the ensuing year is maintained for each Committee. Such schedule will be modified as appropriate to accommodate new issues or changing circumstances.


31. ASSESSING THE BOARD'S PERFORMANCE

The Board's on-going fiduciary responsibilities in an ever-changing and competitive environment require on-going evaluation of the performance of the Board and each director. At least annually, the entire Board engages in a self-evaluation of the performance and effectiveness of the Board.


32. ASSESSING DIRECTOR PERFORMANCE

Prior to the end of each director's term, the Nominating and Governance Committee assesses the performance of each director to determine whether such director should be nominated for election to an additional term. A determination as to whether a director will be asked to serve an additional term is made following an assessment of the director's performance, including such factors as the director's attendance, contributions to the Board, any change in the independence of the director, and any change in status of the director (as described in the next section of the Guidelines). In addition, the Nominating and Governance Committee may choose not to re-nominate a director if it believes that the Board needs to add skills and experiences to the Board that are not possessed by the incumbent director. No incumbent director upon expiration of his term shall have the right to automatic re-nomination or election to another term. The process of director assessment will not alter the rights of the Board to request the resignation of a director at any time.


33. CHANGE IN DIRECTOR EMPLOYMENT RESPONSIBILITY OR STATUS

Individual directors who experience a significant change (including retirement) in the principal position, job responsibility or status they held when they were most recently elected to the Board are expected to provide written notice of such change to the Board Chairman and the chair of the Nominating and Governance Committee. The Board does not believe that a director in this circumstance should necessarily be required to leave the Board. Rather, the Board believes the Nominating and Governance Committee should have the opportunity to assess each situation, based on the individual circumstances, and make a recommendation to the Board. The Board then determines whether it is appropriate for the director to continue Board membership under these circumstances.


34. DIRECTOR AGE AND TERM LIMITS

Pursuant to Article VI, Section 4 of the Bylaws, outside directors will cease to hold the office of director at the conclusion of the term during which they attain the age of seventy-two, or during which they conclude an aggregate of fifteen years of service as a director.


35. DIRECTOR CONTACT WITH MEDIA, MEMBERS, EMPLOYEES, AND OTHER CONSTITUENCIES

Management speaks for the Association. It is expected that individual Board members will not speak publicly on behalf of the Association. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Association. However, it is expected that Board members will do this only with the prior knowledge of management. USAA directors are not licensed to solicit business or handle claims and such activities should be avoided.

Exhibit “A”:  History of the Purported “Independent” Directors at USAA

Name  [1]

(alphabetically by last name)

Year of Departure  [2] and Estimated total compensation:

Photo

Address

# 01:
John P Abizaid

Elected 2007

Est. total compensation: $2,000,000

John P Abizaid
JPA Partners, LLC

1919 Currant Court

Gardnerville NV 89410

+1.775.782.3012

info@jpapartners.com

http://www.jpapartners.com

# 02:
Joseph B Anderson

Elected 1999 [3]

Est. total compensation:
$200,000

Left Board [   ]

Left very quickly:  and there must be a story there.

TAG Holdings LLC

30260 Oak Creek Dr.

Wixom MI 48393

# 03:
Patricia C Barron

Elected 2000  [4]

Est. total compensation:
$5,000,000

Patricia C. Barron

Thomas Clark Barron

159 E 78th Street

New York NY 10075-0405

Thomas C Barron

60 Appletree Road    

Esopus NY 12429

+1.845.384.6703

# 04:
Herman E Bulls

Elected 2010

Est. total compensation:
$3,000,000

Herman E Bulls
Vice Chairman, Americas
Jones Lang LaSalle

International Director & Chairman, Public Institutions

Jones Lang Lasalle

1801 K St. NW, STE 1000

Washington DC 20006

# 05:
John D Buckelew

Elected 1994 [5]

Est. total compensation:
$______________

Left Board:  

John D Buckelew

3700 Baron Cooper Pass

Raleigh NC 27612

+1.919.787.6919

# 06:
Thomas P Carney

Elected 1997 [6]

Est. total compensation:
$______________

Left Board:

Thomas P Carney

9806 Kirktree Court

Fairfax VA 22032

+1.703.591.8282

# 07:
Daniel W Christman

Elected 1995  [7]

Est. total compensation:
$______________

Left Board:

Daniel W Christman

601 N Fairfax Street Apt 415

Alexandria VA 22314

# 08:
Eileen M Collins

Elected 2007

Est. total compensation:
$2,500,000

Eileen Marie Collins

2024 Pebble Beach Drive

League City TX 77573

+1.281.334.2107

# 09:
Daniel L Cooper

Elected 1988
Est. total compensation:
$______________

Left Board:   [         ]

Daniel L Cooper

Willow Valley Retirement Community

600 Willow Valley Square

Lancaster PA 17602

#10:
Stephen B Croker

Elected 1996  [8]

Est. total compensation:
$______________

Left Board:  [ 2011 ]

Stephen B Croker

Senior Vice President

Nyack Management Company, Inc.

774 Mays Blvd., Suite 10, PMB #324

Incline Village NV 89451-9613

lou@nyackco.com

+1.914.643.9637

fax: +1.775.833.9797

home:

Stephen & Virginia Croker

2 Byford Court

Chestertown MD 21620

+1.410.778.1199

#11:
Clyde D Dean

Noted as serving on the 1989 USAA Annual Progress Report

Died Dec 23, 2001

#12:
Leslie G Denend

Elected 1996  [9]

Est. total compensation:
$______________

Left Board: [not there in Annual Report for 2011       ]

home # 1:
Les & Judy Denend
1700 Whitehall Ln
Saint Helena CA 94574
+1.707.967.8246
(good - Jan 3 2018)

home # 2:
Leslie & Judith Denend
San Francisco CA 94105
+1.415.543.1480 (ng)
 

home # 3:
Leslie G. Denend (Judith)
325 Channing Ave
Palo Alto CA 94301
+1.650.329.9372 (ng)

#13:
Thomas Boulton Fargo

Elected 2006

Est. total compensation:
$3,000,000

Thomas Boulton Fargo

TREX Enterprises Corporation

733 Bishop St, Ste 1717,

Honolulu, HI 96813

+1.808.521.4908

fax:  +1.808.521.4906

☒☒

#14:
Tracy L Garrett

Elected 2010

Est. total compensation:
$1,250,000

#15:
Fred A Gorden

Elected 1990

#16:
Frederick M Hamilton

Elected 1998 [10]

Est. total compensation:
$______________

Frederick M Hamilton

625 Whitetail Drive

Lewisberry PA 17339-9403

+1.717.932.4777

fax: +1.717.932.4775

#17:
Marcelite J Harris

Elected 1993  [11]

Est. total compensation:
$______________

Left Board: [        ]

Marcelite J Harris

1377 Otter Lane

Merrit Island FL 32953

+1.321.454.3845

#18:
Jesse J Hernandez

Noted by name in “USAA 1988/89 Annual Progress Reports”.

Left USAA Board in 1989 after two years of service  [12]

Jesse J Hernandez

Portfolio Manager

Toth Financial

608 South King Street

Suite 300

Leesburg VA 20175

+1.703.443.8684

fax: +1.703.669.4577

jesse@tothfinancial.com

#19:

Robert T Herres [RIP]

Estate of Robert T Herres
℅ next friend
Reid E Meyers Esq

11118 Wurzbach Road

San Antonio TX 78230-2595

#20:
Homer J Holland

Elected 1985

Est. total compensation:
$2,000,000
Left in 1994  
[13]

http://www.secinfo.com/dRqWm.883z.htm 

Homer J Holland

7715 E Old Paint Trail  

Scottsdale AZ 85262

+1.480.488.3532

Homer J Holland
Board Member and Chairman of the Loan Committee
Bridgeforth Capital LLC
Newport Beach CA

Homer J Holland’s photo appeared only once at USAA: in the “1994 Annual Progress Report.  This may be another photo:

#21:
Randolph W House

Elected 1994

Est. total compensation:
$______________

Left Board [before 2000]

Randolph W House

905 Carmel Pl

College Station TX 77845

+1.979.485.8637

#22:
William J Hybl

Elected 1994 [14]

Est. total compensation:
$______________

Left Board after 2008]

William J Hybl

10 Lake Circle

Colorado Springs CO 80906-4201

+1.719.579.9646

#23:
Hansford T Johnson
(USAA employee)

Appeared in  1994 [15] 

Est. total compensation:
$______________

Left Board [before 2000]

#24:
Jay L Johnson

Elected 2000  [16]

Est. total compensation:
$4,000,000

Reelected

#25:
Rear Admiral Mary E. Landry
 (United States Coast Guard Retired)

#26:
Carl Clinton Liebert III

Elected 2011

Est. total compensation:
$500,000

Left Board ca 2012 to join Executive Staff

#27:
Lester L Lyles

Elected 2004

Est. total compensation:
$10,000,000

Lester Lawrence Lyles
1703 Burlwood Court  

Vienna VA 22182

+1.703.242.3903

#28:

Robert Frances McDermott [RIP]

Estate of Robert F McDermott
℅ R F McDermott Jr Esq
Jones Day

51 Louisiana Avenue NW

Washington DC 20001-2113

+1.202.879.3875 (o-direct)

#29:
Tracy B McKibben

Tracy B McKibben

100 Riverside Blvd #3D

New York NY 10069
+1.347.467.1162

#30:
Richard D Milligan

Elected 1988

Est. total compensation:
$2,000,000

Left Board 1994

#31:
John H Moellering

Elected __________

Est. total compensation:
$6,000,000

Left Board ca 2012


As Lord Shiva

John H Moellering

50130 Manly

Chapel Hill NC 27517

+1.919.933.0979 (office)

+1.919.933.9374 (home)

#32:
Gerald R Murray
Chief Master Sergeant of the Air Force (ret)

Gerald R Murray

Director

Enterprise Sustainment

Lockheed Martin Aeronautics

Hill Air Force Base

  • Elder, LDS

#33:
Stuart Blain Parker

Stuart Blain Parker

16 De Zavala Pl

Shavano Park TX 78231-1446
Stuart Blain Parker

16 De Zavala Pl

Shavano Park TX 78231-1446

+1.210.492.1652

+1.803.767.8739 (cell)

#34:
Denton Louis Peoples
(deceased)

Elected 1996  [17]

Est. total compensation:
$______________

Left Board [        ]

#35:
William R. Reed Jr.

William R Reed

700 June Dr  

Somerville TN 38068

William R Reed

144 Greendale Dr

Jackson TN 38305

#36:
Josue Robles Jr

Elected 1990

Est. total compensation:
$600,000

Left Board 1993 and did not appear as a director in the 1994 USAA Annual Progress Report.

Josue Robles Jr

34 Royal Gardens Drive

San Antonio TX 78248

+1.210.479.1716 (home)

alternative:

15822 Mission Rdg.

San Antonio, TX 78232

+1.210.545.1406

#37:
Michael E Ryan

Elected 2002

Est. total compensation:
$3,000,000
Left Board 2014

Michael E Ryan

Chairman of the Board

CAE USA

4908 Tampa West Blvd.

Tampa FL 33634

+1.813.885.7481

fax: +1.813.901.6429

milsim@cae.com

#38:
Joseph C Strasser

Elected 1998  [18]

Est. total compensation:
$3,000,000

Left Board ca 2012

Joseph Strasser

62 Sea Meadow Drive

Portsmouth RI 02871

#39:
Charles F Stebbins

Elected 1986

Est. total compensation:
$______________

Left Board [       ]

#40:
Robert van Antwerp

Elected __________

Est. total compensation:
$______________

Left Board [       ]

Robert van Antwerp

Chief of Infrastructure and Executive Development

The Flippen Group

1199 Haywood Drive

College Station TX 77845

+1.979.693.7660

fax: +1.979.693.4737

www.theflippengroup.com

#41:
Sam W Westbrook III

Elected 1986

Est. total compensation:
$______________

Left Board [        ]

#42:
Kent H Williams

Elected 1988

Est. total compensation:
$______________

Left Board [        ]

#43:
Myrna H Williamson

Elected 1988

Est. total compensation:
$______________

Left Board [        ]

#44:
John F Young

Elected __________

Est. total compensation:
$______________

Left Board [        ]

John F Young

Energy Future Holdings

Energy Plaza

1601 Bryan Street

Dallas TX 75201 USA

+1.214.812.4600

John F Young

3712 Marquette Street

Dallas TX 75225-5127

+1.214.987.4747

#45:
James M Zortman

Elected __________

Est. total compensation:
$______________

Left Board [        ]

James M Zortman

Northrup Grumman

2980 Fairview Park Drive

Falls Church VA

+1.703.280.2900

James M Zortman

8005 Stewarts Wharf Road

Exmore VA 23350-3821

+1.757.442.4036


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[1] USAA was listing directors’ names on the inside back page of the “1988 USAA Annual Progress Report”; which is the earliest I have.  Photographs and biographies first appeared in the “1994 USAA Annual Progress Report”.

[2] USAA “directors” leave without fanfare:  so the year of departure must be fixed by a reading of the “Annual Report” which no longer “contains” them.

[3] Report to Members 2000, p. 34.

[4] Report to Members 2000, p. 34.  nb:  Her “election” required the 1999 amendment to the Bylaws.

[5] Report to Members 2000, p. 34

[6] Report to Members 2000, p. 34

[7] Report to Members 2000, p. 34

[8] Report to Members 2000, p. 34.

[9] Report to Members 2000, p. 34

[10] Report to Members 2000, p. 34

[11] Report to Members 2000, p. 34.

[12] Toth Financial Biography notes two years of service on the USAA Board.

[13] Homer J Holland does not appear in the 1995 Annual Progress Report

[14] Report to Members 2000, p. 34.

[15] Hansford T Johnson is shown on the 1994 Annual Report - but without an election date.  He was also a USAA employee.

[16] Report to Members 2000, p. 34.

[17] Report to Members 2000, p. 34.

[18] Report to Members 2000, p. 34.