OUR <strong>2010</strong> BOARD OF DIRECTORSSixteen accomplished individuals who have distinguished themselves through theirmilitary and civilian careers comprise the <strong>USAA</strong> Board of Direc<strong>to</strong>rs. Board membersconduct regular, formal evaluations of the CEO and corporate performance.1. 2. 3. 4.5. 6. 7. 8.1. Lt. General John H. Moellering,USA (Ret.)Member since 1959. Elected 1996.The former president and chief executiveofficer of Lear Siegler Services Inc.,Moellering is the founder of managementconsultancy JM Associates, the board vicechairman for Village Gardens Realty andVillage Gardens LLC, and is a member ofthe adjunct faculty of the Kenan-FlaglerBusiness School of the University of NorthCarolina. He also serves on the boards of theResearch Triangle Institute Internationaland the National Defense IndustrialAssociation. Moellering retired from theU.S. Army as a lieutenant general following28 years of distinguished service. Afterearly formative assignments in combat andengineering units, which included combatin Vietnam, his key command assignmentsincluded command of an engineer districtin Vicksburg, Mississippi; assistant divisioncommander of the 9 th Infantry Division andHigh Tech Test Bed in Ft. Lewis, Washing<strong>to</strong>n;commandant of the U.S. Military Academyat West Point; and commanding general ofthe U.S. Army Engineer Training Center atFt. Leonard Wood, Missouri. Key staffassignments included service as a WhiteHouse Fellow on the White House staff;teaching on the engineering and his<strong>to</strong>rydepartment faculties at West Point; executive<strong>to</strong> the Army Chief of Staff in the Pentagon;and finally, assistant <strong>to</strong> the Chairman ofthe Joint Chiefs of Staff. A graduate of theU.S. Military Academy, Moellering holdsa master’s degree in engineering from theUniversity of California, Berkeley, and is agraduate of the Stanford Business SchoolMarketing Management Course for SeniorExecutives. Since joining the <strong>USAA</strong> boardin 1996, Moellering has served on variouscommittees and chaired the Finance andAudit Committee for six years beforebecoming the Chairman in late 2007.Chairman of the Board; Chair, Governanceand Executive committees; ex officio member,Finance and Audit, Compensation andWorkforce, and Marketing and Programscommittees2. Maj. General Josue Robles Jr.,USA (Ret.)Member since 1967. Elected 2007.Robles is president and chief executive officerof <strong>USAA</strong>. He also served as the executivevice president, chief financial officer andcorporate treasurer. From 1990 <strong>to</strong> 1994,Robles was a member of the <strong>USAA</strong> Boardof Direc<strong>to</strong>rs. He joined <strong>USAA</strong> in 1994 as anemployee after 28 years of distinguishedmilitary service, which included serving inKorea, Vietnam, Germany and the MiddleEast. He was the direc<strong>to</strong>r of the Army Budgetand was the commanding general, 1 st InfantryDivision (The Big Red One). During his militarycareer, Robles was recognized numeroustimes for service and honor. He received theDistinguished Service Medal with Oak LeafCluster, the Legion of Merit with two OakLeaf Clusters, the Bronze Star with Oak LeafCluster and the Meri<strong>to</strong>rious Service Medalwith Oak Leaf Cluster. Robles holds a bachelorof business administration degree inaccounting from Kent State University anda master’s degree in business administrationfrom Indiana State University. In addition,Robles also serves on the Boards of DTEEnergy and several nonprofit organizations.Member, Governance and Executivecommittees3. General John P. Abizaid,USA (Ret.)Member since 1973. Elected 2007.Abizaid is an independent consultant oninternational and strategic issues, a direc<strong>to</strong>rof RPM International Inc. and DefenseVenture Group, and an advisory boardmember of several corporations. He alsoserves as the Distinguished Chair ofWest Point’s Combating Terrorism Center.Abizaid’s 34-year Army career includedserving as the Commander of the UnitedStates Central Command, overseeingAmerican military operations in a 27-countryregion, from the Horn of Africa <strong>to</strong> theArabian Peninsula and South and CentralAsia, covering much of the Middle Eastwhile supervising 250,000 U.S. troops. Hecommanded troops during the invasion ofGrenada, the Gulf War and in Bosnia andHerzegovina. Abizaid was also the executiveassistant <strong>to</strong> the Chairman of the Joint Chiefsof Staff, direc<strong>to</strong>r of strategic plans and policyon the Joint Staff and direc<strong>to</strong>r of Joint Staff.A graduate of the U.S. Military Academy atWest Point, Abizaid holds a master’s degreein area studies from Harvard University,and was an Olmsted scholar at the Universityof Jordan. As a member of the <strong>USAA</strong> board,Abizaid served on the Finance and AuditCommittee before becoming a memberand then vice chair of the Marketing andPrograms Committee. Vice Chair,Marketing and Programs Committee4. Patricia C. BarronMember since 1972. Elected 2000.Barron is the lead direc<strong>to</strong>r of QuakerChemical Corp. and a direc<strong>to</strong>r of UltralifeCorporation and Teleflex Inc. She is a formerprofessor at the Stern School of Business,New York University. She serves as a trusteeof several nonprofits that focus on her interestsin education and health. She also servedas president of two Xerox divisions and asvice president, Business Operations Support.Barron graduated from Bedford College ofPhysical Education in the United Kingdomand holds a master’s degree in businessadministration from Harvard BusinessSchool. As a member of the <strong>USAA</strong> board,Barron served as vice chair of the Financeand Audit Committee, and chair of theCompensation and Workforce Committee.Chair, Compensation and WorkforceCommittee; member, Governance andExecutive committees5. Colonel Herman E. Bulls,USAR (Ret.)Member since 1977. Elected <strong>2010</strong>.Bulls is the founder and chief executive officerof Jones Lang LaSalle’s Public Institutionsdivision, specializing in delivering real estatesolutions <strong>to</strong> government entities, nonprofi<strong>to</strong>rganizations, transportation facilities andhigher education institutions. He is alsopresident and chief executive officer of BullsAdvisory Group LLC. He co-founded andserved as CEO of Bulls Capital Partners LLC,a commercial mortgage company whichincluded SunTrust and Goldman Sachs assuccessive partners. The company was sold<strong>to</strong> a Wall Street entity in <strong>2010</strong>. He is on theboards of direc<strong>to</strong>rs of Comfort Systems,USA and Rasmussen Inc. and is vice chairof the West Point Association of GraduatesBoard of Direc<strong>to</strong>rs. Bulls completed almost12 years of active duty service with theUnited States Army. His last active dutyassignments were working in the Officeof the Assistant Secretary of the Army forFinancial Management at the Pentagonand as an assistant professor of economicsand finance at West Point. He has completedthe Army’s Airborne, Ranger and Commandand General Staff College courses and servedoverseas in the Republic of Korea. He retiredas a colonel in the U.S. Army Reservesin 2008. He is a member of the ExecutiveLeadership Council, an organization of seniorAfrican American business executives fromFORTUNE 500 ® companies, and formerchairman of the board of direc<strong>to</strong>rs of theExecutive Leadership Foundation. Bullsreceived a bachelor of science degree in engineeringfrom the U.S. Military Academy atWest Point and a master’s of business administrationdegree in finance from HarvardBusiness School. Member, Finance and AuditCommittee6. Lt. General Thomas P. Carney,USA (Ret.)Member since 1963. Elected 1997.A graduate of the U.S. Military Academy,Carney is an independent consultant <strong>to</strong>the defense industry and chairman ofCALIBRE Systems Inc. He held a varietyof key command and staff positions,including direc<strong>to</strong>r, program analysis andevaluation, Office of the Chief of Staff, Army;commanding general, 5 th Infantry Division(Mechanized), Fort Polk, Louisiana;commanding general, U.S. Army RecruitingCommand; assistant division commander,82 nd Airborne Division; executive <strong>to</strong> the vicechief of staff, Army; commander, 3 rd Brigade,2 nd Infantry Division, Korea; and commander,2 nd Battalion (Mechanized), 87 th Infantry,Mainz, Germany. Carney also served twoinfantry <strong>to</strong>urs in Vietnam. After a 31-yearmilitary career, he served as Deputy Librarianof Congress, where he was chief executiveofficer. Carney earned a master’s degree inoperations research and systems analysisfrom the U.S. Naval Postgraduate School. Asa member of the <strong>USAA</strong> board, Carney servedon the Finance and Audit Committee, as vicechair of the Personnel and <strong>Members</strong>hipCommittee, and chair of the Marketing andPrograms Committee. Chair, Marketing andPrograms Committee; member, Governanceand Executive committees7. Colonel Eileen M. Collins,USAF (Ret.)Member since 1978. Elected 2007.A former military instruc<strong>to</strong>r and test pilot,Collins was the first female pilot and firstfemale commander of a space shuttle. Shehas logged more than 6,700 hours in30 different types of aircraft and more than850 hours in space as a veteran of four spaceflights. She currently serves as chair ofthe Space Operations Committee on theNASA Advisory Council and is a consultantin the aerospace industry. Collins earneda bachelor’s degree in mathematics andeconomics from Syracuse University, amaster’s degree in operations research fromStanford University, and a master’s degreein space systems management from WebsterUniversity. As a member of the <strong>USAA</strong> board,Collins has served on the Finance and AuditCommittee and the Marketing and ProgramsCommittee. Member, Marketing andPrograms Committee; Chair, <strong>USAA</strong>Advisory Panel8. Lt. General Stephen B. Croker,USAF (Ret.)Member since 1963. Elected 1996.Following retirement from active duty,Croker trained officers and their staffs fromthe 26 nations of NATO, as well as all U.S.military services, in joint warfare. Currently,Croker assists the local school superintendentand area small businesses with strategicplanning and assessment, and is an apprenticefurniture maker. During his Air Forcecareer, Croker served with the Air CombatCommand and the Strategic Air Command,and commanded the 8 th Air Force at18 <strong>USAA</strong> <strong>2010</strong> REPORT TO MEMBERS
9. 10. 11. 12.13. 14. 15. 16.Barksdale Air Force Base, Louisiana. Heserved in the Office of the Chairman of theJoint Chiefs of Staff and was the militaryassistant <strong>to</strong> the president’s special emissaryon POW and MIA affairs. He was a seniormen<strong>to</strong>r at U.S. Joint Forces Command,responsible for developing Joint Task Forcecommanders and staffs. For the U.S. AirForce’s Operational Command TrainingProgram, he men<strong>to</strong>red Joint Force AirComponent commanders and senior officersassigned <strong>to</strong> air operations centers. Crokerheaded NATO’s senior men<strong>to</strong>r program andhas also men<strong>to</strong>red with the U.S. Army BattleCommand Training Program, as well as withofficers at Air Mobility Command’s WarfareCenter, Joint Forces Staff College, AirUniversity and the Marine Corps University.A U.S. Air Force Academy graduate, Crokerearned a master’s degree in internationalrelations from George<strong>to</strong>wn University anda master’s degree in business administrationfrom Golden Gate University. As a memberof the <strong>USAA</strong> board, Croker served on thePersonnel and <strong>Members</strong>hip Committee andthe Finance and Audit Committee. Member,Finance and Audit Committee9. Admiral Thomas B. Fargo,USN (Ret.)Member since 1970. Elected 2006.Fargo, former commander of the U.S. PacificCommand, joined the private sec<strong>to</strong>r in 2005.He currently serves on the boards of direc<strong>to</strong>rsof Northrop Grumman and Hawaiian ElectricIndustries, among other companies andnonprofits. His 35-year Naval career includedsix assignments in Washing<strong>to</strong>n, D.C., andfive commands in the Pacific, Indian Oceanand Middle East. He was the 20 th officer<strong>to</strong> hold the position of Commander, U.S.Pacific Command, and also served as the29 th Commander in Chief of the U.S. PacificFleet. His service as a leader in the Pacificwas preceded by his command of the U.S.Fifth Fleet and Naval Forces of the CentralCommand during two years of Iraqi contingencyoperations. As the senior U.S. militarycommander in East Asia and the Pacific,he led the largest unified command whiledirecting the joint operations of the Army,Navy, Marine Corps and Air Force. He wasresponsible <strong>to</strong> the Secretary of Defense, andwas the U.S. military representative forcollective defense arrangements in the Pacific.Fargo earned a bachelor of science degreefrom the U.S. Naval Academy and has additionalbusiness and related training fromHarvard University and Stanford University.As a member of the <strong>USAA</strong> board, Fargoserved on the Finance and Audit Committee,and as a member and vice chair of theCompensation and Workforce Committee.Vice Chair, Compensation and WorkforceCommittee; Executive Committee10. Maj. General Tracy L. Garrett,USMCRMember since 1987. Elected <strong>2010</strong>.Garrett is currently commanding generalof the 4 th Marine Logistics Group, MarineForces Reserve, United States Marine Corps.During her distinguished career she hasserved as commander of both Marine ForcesEurope and Marine Forces Africa and asInspec<strong>to</strong>r General of the Marine Corps, thefirst woman <strong>to</strong> hold that <strong>to</strong>p post. She hasserved on the Secretary of the Navy’s MarineCorps Reserve Policy Board. Garrett is agraduate of the Reserve Amphibious WarfareCourse, Reserve Command and Staff Course,Reserve Intelligence Officers Course andthe Advanced Logistics Officers Course.She received her bachelor’s degree in Englishfrom the University of Washing<strong>to</strong>n andattended the Naval War College, Newport,Rhode Island, receiving her master’s degreein national security and strategic studies.Member, Marketing and Programs Committee11. Captain Frederick M. Hamil<strong>to</strong>n,USCG (Ret.)Member since 1965. Elected 1998.Hamil<strong>to</strong>n was a recognized leader in thetelecommunications infrastructure industryand played a major role in shaping that industry’snew competitive market. He was formerlya vice president of network construction andmaintenance for Tyco Telecommunicationsin Morris<strong>to</strong>wn, New Jersey. The companydesigned, manufactured and installed, as wellas owned and operated, fiber optic telecommunicationssubmarine cable systems.Hamil<strong>to</strong>n has more than 30 years’ experienceas an executive, manager and technicalprofessional. He serves on the board ofForward Industries. During almost 27 yearsof military service, Hamil<strong>to</strong>n held keycommand and staff positions in the U.S.Coast Guard. An honors graduate of theU.S. Coast Guard Academy, Hamil<strong>to</strong>n holdsa master’s degree in naval architecture andmarine engineering and a master’s degree inmechanical engineering from MassachusettsInstitute of Technology (MIT). He also earneda master’s degree in management from theMIT Sloan School of Management. As amember of the <strong>USAA</strong> board, Hamil<strong>to</strong>n hasat various times served on the Personnel and<strong>Members</strong>hip Committee and the Financeand Audit Committee. Member, Finance andAudit Committee; Vice Chair, <strong>USAA</strong>Advisory Panel12. General Lester L. Lyles,USAF (Ret.)Member since 1968. Elected 2004.Lyles is a direc<strong>to</strong>r of General DynamicsCorp., KBR Corp., Day<strong>to</strong>n Power and Lightand Precision Castparts Corp. He is amember of the NASA Advisory Council andthe President’s Intelligence Advisory Board.During his 35-year military career, thisdistinguished graduate of the Air ForceROTC program served as commander of theAir Force Materiel Command, Vice Chiefof Staff of the U.S. Air Force, direc<strong>to</strong>r of theBallistic Missile Defense Organization andcommander of the Space and Missile SystemsCenter. His awards include the DefenseDistinguished Service Medal, DistinguishedService Medal, Defense Superior ServiceMedal and Legion of Merit. Lyles received abachelor’s degree in mechanical engineeringfrom Howard University. He received amaster’s degree in mechanical/nuclearengineering, as well as an honorary doc<strong>to</strong>rof laws, from New Mexico State University.As a member of the <strong>USAA</strong> board, Lyles servedon the Finance and Audit Committee, asvice chair of the Marketing and ProgramsCommittee, as a member of the Compensationand Workforce Committee, and as vicechairman of the board. Vice Chairman of theBoard; Vice Chair, Governance and Executivecommittees; member, Compensation andWorkforce Committee13. General Michael E. Ryan,USAF (Ret.)Member since 1964. Elected 2002.Ryan was the 16 th Chief of Staff of theU.S. Air Force, responsible for organizing,training and equipping a force of more than700,000 active duty, reserve and civilianmembers. He is now the president of theconsulting firm Ryan Associates, focusedon national defense. He is chairman of theboards of CAE USA and SELEX Galileo Inc.and is a direc<strong>to</strong>r on several other boards.During his Air Force career, he flew morethan 150 combat missions and commandedat all levels, from squadron through majorcommand. As commander of the 16 th AirForce and Allied Air Forces Southern Europein Italy, he directed NATO air comba<strong>to</strong>perations in Bosnia and Herzegovina, whichdirectly contributed <strong>to</strong> the Day<strong>to</strong>n PeaceAccords. He also served in staff assignmentsat the major command level, HeadquartersU.S. Air Force, and the Joint Staff. Beforeassuming his position as chief of staff, Ryanwas commander of U.S. Air Forces in Europeand commander, Allied Air Forces CentralEurope. A graduate of the U.S. Air ForceAcademy, Ryan earned a master’s degreein business administration from AuburnUniversity and completed the NationalSecurity Program at Harvard University.As a member of the <strong>USAA</strong> board, Ryanhas at various times served on the Financeand Audit Committee, the Personnel and<strong>Members</strong>hip Committee, the Compensationand Benefits Committee, and as the vicechair of the Finance and Audit Committee.Vice chair, Finance and Audit Committee14. Rear Admiral Joseph C.Strasser Sr., USN (Ret.)Member since 1964. Elected 1998.Strasser is the former executive direc<strong>to</strong>r of theNaval War College Foundation in Newport,Rhode Island, and currently serves as atrustee. He is the former dean of PennsylvaniaState University’s Commonwealth College.Strasser had a long and successful 32-yearcareer in the U.S. Navy, culminating in hisselection for rear admiral. He commandedthe U.S.S. O’Callahan, Destroyer Squadron35, Cruiser-Destroyer Group 3 and theU.S.S. Enterprise Carrier Battle Group.He also served as executive assistant <strong>to</strong> theChairman of the Joint Chiefs of Staff and aspresident of the Naval War College. A U.S.Naval Academy graduate, Strasser earnedmaster’s degrees in international relationsand international law and diplomacy and adoc<strong>to</strong>rate in political science, all from TuftsUniversity. As a member of the <strong>USAA</strong> board,Strasser served as a member of the Personneland <strong>Members</strong>hip Committee and has atvarious times served on the Finance andAudit Committee as a member, vice chairand chair. Chair, Finance and AuditCommittee; member, Governance andExecutive committees15. Lt. General Daniel W.Christman, USA (Ret.)Member since 1965. Elected 1995.Retired <strong>2010</strong>.Christman served as the senior vice president,international affairs, for the U.S. Chamber ofCommerce and is currently a senior counselor<strong>to</strong> the Chamber’s president and CEO. He ison the board of Entegris Corp, Teradyne Inc.,and several nonprofits. During his 36-yearmilitary career, Christman served as assistant<strong>to</strong> the Chairman of the Joint Chiefs of Staff,U.S. representative <strong>to</strong> the North AtlanticTreaty Organization’s Military Committeeand member of the National Security Councilstaff in the Office of the President. As a combatveteran of Southeast Asia, he commandeda company of the 101 st Airborne Division.During the Gulf War in 1991, Christmanheaded a strategic planning group that advisedthe Army’s Chief of Staff on war prosecutionpolicies. He also served as Superintenden<strong>to</strong>f the U.S. Military Academy at West Point.During his stewardship, Christmanlaunched the first-ever capital campaign forWest Point — a $150 million initiative thatwas key <strong>to</strong> rebuilding the infrastructure andleadership development programs. He graduatedfirst in his class from the U.S. MilitaryAcademy, and holds master’s degrees in publicaffairs and civil engineering from Prince<strong>to</strong>nUniversity and a juris doc<strong>to</strong>rate degree fromGeorge Washing<strong>to</strong>n University. During histenure as a <strong>USAA</strong> direc<strong>to</strong>r, Christman servedas a member of the Marketing and Programscommittee and as vice chair of the Financeand Audit and the Personnel and <strong>Members</strong>hipcommittees. His leadership and experiencehave directly contributed <strong>to</strong> the successof <strong>USAA</strong>.16. Colonel Leslie G. Denend,USAF (Ret.)Member since 1962. Elected 1996.Retired <strong>2010</strong>.A direc<strong>to</strong>r of Exponent Corp., McAfee Inc.and VeriFone Corporation, Denend is theformer president and chief executive officerof Network General Corporation. Duringhis 20-year Air Force career, he served onPresident Reagan’s economic policy staff,and flew more than 190 combat missions inSoutheast Asia. Denend had responsibilitiesfor the defense budget, space, the MiddleEast and intelligence matters for theChairman of the Joint Chiefs of Staff as theAir Force member of the Chairman’s StaffGroup. In the Carter administration,Denend shared responsibility for nuclearnonproliferation policy, human rights andrefugee matters, and the issues associatedwith conventional arms transfers as amember of the National Security Councilstaff. In 1979, he became the special assistant<strong>to</strong> the President’s National Security Advisor.In the Ford administration, Denend receiveda White House Fellowship, serving as executiveassistant <strong>to</strong> the direc<strong>to</strong>r of the Councilon International Economic Policy. A distinguishedgraduate of the U.S. Air ForceAcademy, he holds a master’s degree inbusiness administration and a doc<strong>to</strong>rate ineconomics, public policy and business fromStanford University. He was a Fulbrightscholar in economics at the University ofBonn. During his tenure as a <strong>USAA</strong> direc<strong>to</strong>r,Denend served as chair of the Finance andAudit Committee and vice chairman of theBoard of Direc<strong>to</strong>rs. He also served on thePersonnel and <strong>Members</strong>hip and Marketingand Programs committees. Throughout histenure Denend demonstrated excellent leadershipduring a period of great change andgrowth for <strong>USAA</strong>.<strong>USAA</strong> <strong>2010</strong> REPORT TO MEMBERS 19