DEF 14A of Fifth Third Bancorp
Filed Mar 5, 2024 · FY20230001193125-24-058164
To: Holders of Outstanding Common Stock and 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A
| CEO Pay Ratio | 84 | | Pay vs Performance | 85 | | Certain Transactions | 91 | | Report of the Audit Committee | 93 | | Principal Independent External Audit Firm Fees | 94 | | Company Proposal No. 1: Independent External Audit Firm (Item 2 on Proxy Card) | 95 | | Company Proposal No. 2: Advisory Vote on Compensation of Named Executive Officers (Item 3 on Proxy Card) | 96 | | Company Proposal No. 3: Approval of the Fifth Third Bancorp 2024 Incentive Compensation Plan (Item 4 on Proxy Card) | 97 | | Company Proposal No. 4: Approval of the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, including the issuance of shares authorized thereunder (Item 5 on Proxy Card) | 108 | | Compensation Committee Interlocks and Insider Participation | 111 | | Certain Beneficial Owners | 112 | | Delinquent Section 16(a) Reports | 112 | | 2025 Shareholder Proposals | 113 | | Other Business | 114 | | Questions and Answers About the Annual Meeting and Voting | 116 | | Annex A: Fifth Third Bancorp 2024 Incentive Compensation Plan | A-1 | | Annex B: Fifth Third Bancorp 2024 Employee Stock Purchase Plan | B-1 |
Item 1: Election of Directors
Item 1: Election of Directors The Board of Directors proposes the election of 16 directors to serve until the 2025 Annual Meeting of Shareholders. Our directors provide robust and effective governance and oversight. The nominees for director, collectively, represent diverse perspectives and provide a broad range of skills, expertise, and experience to guide the Company. Our Board of Directors recommends a vote “For” each nominee. For more information on our nominees, please see page 20.
Board of Directors Highlights
Board of Directors Highlights
2024 Director Nominee Overview
2024 Director Nominee Overview
2024 Director Nominee Overview
| Name | Age | Gender | Ethnicity | Director Since | Other Public Company Boards* | | Nicholas K. Akins | 63 | M | White | 2013 | DTE Energy GE Vernova American Electric Power (2023) | | B. Evan Bayh, III | 68 | M | White | 2011 | Marathon Petroleum Company Berry Global Group, Inc. RLJ Lodging Trust | | Jorge L. Benitez | 64 | M | Latino | 2015 | World Fuel Services Interpublic Group | | Katherine B. Blackburn | 58 | F | White | 2014 | None | | Emerson L. Brumback | 72 | M | White | 2009 | None | | Linda W. Clement-Holmes | 61 | F | African American | 2020 | Cincinnati Financial Corporation | | C. Bryan Daniels | 65 | M | White | 2019 | MB Financial, Inc. (2019) | | Laurent Desmangles | 56 | M | African American | 2023 | None | | Mitchell S. Feiger | 65 | M | White | 2020 | MB Financial, Inc. (2019) | | Thomas H. Harvey | 63 | M | White | 2019 | MB Financial, Inc. (2019) | | Gary R. Heminger | 70 | M | White | 2006 | PPG Industries, Inc. Marathon Petroleum Company (2020) MPLX GP LLC (2020) | | Eileen A. Mallesch | 68 | F | White | 2016 | Arch Capital Group, Ltd. Brighthouse Financial State Auto Financial Corp. (2021) Libbey, Inc. (2020) | | Michael B. McCallister | 71 | M | White | 2011 | AT&T, Inc. Zoetis, Inc. | | Kathleen A. Rogers | 58 | F | White | 2023 | Federal Home Loan Bank of Cincinnati | | Timothy N. Spence | 45 | M | White | 2022 | None | | Marsha C. Williams | 72 | F | White | 2008 | Modine Manufacturing Company Davis Funds Crown Holdings, Inc. McDermott International, Inc. (2020) |
2024 Director Nominee Overview
| * The year in which a public company directorship previously ended is indicated by the parenthetical year following the company name. |
2024 Director Nominee Overview
| Fifth Third 2024 Proxy Statement | 5 |
Diverse Skills and Attributes Among Board Nominees
Diverse Skills and Attributes Among Board Nominees
Diverse Skills and Attributes Among Board Nominees
| | Accounting/ Financial Reporting | | Financial Services Industry | | 11/16 | | 11/16 | | | | Compensation and Benefits | | Human Capital Management | | 13/16 | | 13/16 | | | | Corporate Governance | | Legal and Regulatory | | 16/16 | | 10/16 | | | | Cybersecurity | | Risk Management | | 8/16 | | 14/16 | | | | Digital Innovation and FinTech | | Strategic Planning | | 9/16 | | 16/16 | | | | Executive Management | | Sustainability | | 16/16 | | 12/16 | |
Diverse Skills and Attributes Among Board Nominees
∎ represents each director who possesses the skill or attribute
Board Accountability
| • | Annually Reviewed Director Pay Program: The Director Pay Program, for non-employee directors, is reviewed and approved annually by the Human Capital and Compensation Committee. |
2023 Total Compensation Pay Mix(1)
| (1) The percentages reflect the Named Executive Officer’s base salary as of December 31, 2023, target annual cash incentive award for 2023, and target long-term, equity-based incentive award for 2023. |
Sustainability Priorities and Performance Metrics
Sustainability Priorities and Performance Metrics Through stakeholder engagement and discussions with our senior executive leadership team, the Sustainability Committee identified, and the Board of Directors approved, five sustainability priorities to focus on in 2023 and beyond. These priorities have been incorporated in senior executive goal-planning as well as the 2023 variable compensation plan for executives and employees. The metrics below represent key data points of these priorities.
Election of Directors (Item 1 on Proxy Card)
Election of Directors (Item 1 on Proxy Card) In accordance with our Regulations, directors are each elected annually to a one-year term expiring at the next Annual Meeting of Shareholders. The terms of our current directors expire at the Annual Meeting on April 16, 2024. Sixteen of our current directors have been nominated to be elected to serve until the Annual Meeting of Shareholders in 2025.
Director Nominee Overview
Director Nominee Overview
Director Nominee Overview
| Name | Age | Gender | Ethnicity | Director Since | Other Public Company Boards* | | Nicholas K. Akins | 63 | M | White | 2013 | DTE Energy GE Vernova American Electric Power (2023) | | B. Evan Bayh, III | 68 | M | White | 2011 | Berry Global Group, Inc. Marathon Petroleum Company RLJ Lodging Trust | | Jorge L. Benitez | 64 | M | Latino | 2015 | Interpublic Group World Fuel Services | | Katherine B. Blackburn | 58 | F | White | 2014 | None | | Emerson L. Brumback | 72 | M | White | 2009 | None | | Linda W. Clement-Holmes | 61 | F | African American | 2020 | Cincinnati Financial Corporation | | C. Bryan Daniels | 65 | M | White | 2019 | MB Financial, Inc. (2019) | | Laurent Desmangles | 56 | M | African American | 2023 | | | Mitchell S. Feiger | 65 | M | White | 2020 | MB Financial, Inc. (2019) | | Thomas H. Harvey | 63 | M | White | 2019 | MB Financial, Inc. (2019) | | Gary R. Heminger | 70 | M | White | 2006 | PPG Industries, Inc. Marathon Petroleum Company (2020) MPLX GP LLC (2020) | | Eileen A. Mallesch | 68 | F | White | 2016 | Arch Capital Group, Ltd. Brighthouse Financial Libbey, Inc. (2020) State Auto Financial Corp. (2021) | | Michael B. McCallister | 71 | M | White | 2011 | AT&T, Inc. Zoetis, Inc. | | Kathleen A. Rogers | 58 | F | White | 2023 | Federal Home Loan Bank of Cincinnati | | Timothy N. Spence | 45 | M | White | 2022 | None | | Marsha C. Williams | 72 | F | White | 2008 | Crown Holdings, Inc. Davis Funds Modine Manufacturing Company McDermott International, Inc. (2020) |
Director Nominee Overview
| * The year in which a public company directorship previously ended is indicated by the parenthetical year following the company name. |
Director Retirement Age Provision
Director Retirement Age Provision Fifth Third’s Corporate Governance Guidelines provide that a director should retire from the Board at the next annual meeting of shareholders at which the director’s term expires that follows his or her 72nd birthday. Upon recommendation from the Nominating and Corporate Governance Committee, the Board may waive this retirement age provision a maximum of three times per director after consideration of the following, among other factors: whether Fifth Third is undergoing significant transition periods in executive leadership, whether there has been an unexpected loss of directors, or whether such a director possesses a specific expertise relevant to the current or emerging business needs of Fifth Third, has unique and valuable industry-specific knowledge, or possesses some other attributes deemed essential by the Board or Nominating and Corporate Governance Committee. Pursuant to our Corporate Governance Guidelines, Ms. Williams and Mr. Brumback offered to retire prior to the 2024 Annual Meeting. The Nominating and Corporate Governance Committee evaluated Ms. Williams’ and Mr. Brumback’s offers of retirement, their contributions to the Board, and the current areas of skills and expertise of the Board. The Committee noted that Ms. Williams consistently receives high shareholder approval, has significant experience in the financial services industry, possesses substantial corporate governance expertise, has deep institutional knowledge of the Company, and has extensive public company leadership experience. Ms. Williams previously served as Fifth Third’s Board Chair and Lead Independent Director and continues to provide the Board with leadership continuity and transitional guidance related to governance, leadership, and the financial services industry as the Board continues its succession planning process. The Committee also considered Ms. Williams’ diverse perspective. The Committee also considered the high level of shareholder support Mr. Brumback has received annually. The Committee noted that Mr. Brumback possesses extensive experience in the financial service industry and provides risk and operational management skills that uniquely benefit Fifth Third as a large regional bank. Mr. Brumback’s guidance and oversight was critical during a period of economic uncertainty and challenges to the banking sector in 2023. The Board believes the Company will continue to benefit from Mr. Brumback’s expertise in 2024 in light of continued economic recovery and anticipated regulatory changes. Based on these considerations, the Committee unanimously agreed to grant an exception to Fifth Third’s Corporate Governance Guidelines for both Ms. Williams and Mr. Brumback, as 2024 nominees. As such, the Committee nominated Ms. Williams and Mr. Brumback for additional one-year terms. For more specific information on Ms. Williams’ and Mr. Brumback’s qualifications as a director, please refer to pages 27 and 22, respectively.
Director Retirement Age Provision
| Fifth Third 2024 Proxy Statement | 19 |
Nominees for Election as Directors
Nominees for Election as Directors
Nominees for Election as Directors
| | Nicholas K. Akins Retired Chair, Chief Executive Officer, and President of American Electric Power Company Career Highlights: • Retired Chair, CEO, and President of American Electric Power Company • 40-year career of increasing leadership responsibility with American Electric Power Company (initially with the former Central and South West Corporation that merged with AEP in 2000), including roles as Executive Chair (2023), Chief Executive Officer (2011), President (2011), and Executive Vice President (2006) Key Qualifications and Experience • Business expertise as chief executive officer of multi-state utility • Oversight of operational, financial, and compliance-related management in heavily regulated industry • Significant experience leading corporate and employee culture initiatives • Oversight of cyber-related activities in business systems and critical infrastructure Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Executive Management, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | B. Evan Bayh, III Senior Advisor of Apollo Global Management | | | Career Highlights: | | | • Non-executive Senior Advisor, Apollo Global Management | | | • Served as United States Senator for the State of Indiana | | | • Served as Governor of the State of Indiana | | | • Former Partner, McGuire Woods | | | • Former Partner, Cozen O’Connor | | | Key Qualifications and Experience • Oversight of a broad array of financial, economic, and policy issues impacting a wide variety of businesses as Governor and Senator • Service as a member of the Senate Banking Committee and the Chair of the International Trade and Finance Subcommittee • Extensive knowledge of cybersecurity issues as a result of membership on the Senate Intelligence Committee and the Central Intelligence Agency External Advisory Board Skills and Attributes: Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and FinTech, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | Jorge L. Benitez Retired Chief Executive Officer of North America, Accenture Career Highlights: • Retired Chief Executive Officer of North America, Accenture • Former Chief Operating Officer, Accenture Products Operating Group Key Qualifications and Experience • Extensive experience developing and executing business strategies across a range of industries • Significant experience implementing large-scale systems integration services • Oversight of operating units within a large multinational publicly-traded company Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and Fintech, Executive Management, Human Capital Management, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | Katherine B. Blackburn Executive Vice President of Cincinnati Bengals, Inc. Career Highlights: • Executive Vice President, Cincinnati Bengals, Inc. Key Qualifications and Experience • Extensive experience managing Cincinnati Bengals professional football franchise, including human resource management, cost and efficiency management, marketing, and business negotiations • Extensive experience with inclusion and diversity initiatives, including with the National Football League’s Diversity Committee • Knowledge and familiarity of Fifth Third Bank and the Cincinnati, Ohio regional market Skills and Attributes: Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and Fintech, Executive Management, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| Fifth Third 2024 Proxy Statement | 21 |
Nominees for Election as Directors
| | Emerson L. Brumback Retired President and Chief Operating Officer of M&T Bank Career Highlights: • Retired President and Chief Operating Officer of M&T Bank • Vice Chair of the Board of Ascendium Education Group • Former Chair, President, and Chief Executive Officer of Bank One Cincinnati Key Qualifications and Experience • 30 years of experience in the financial services industry with several banking organizations • Extensive executive experience overseeing retail banking, commercial banking, banking operations, and banking systems • Knowledge of risk management systems in complex financial organizations Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning |
Nominees for Election as Directors
| | Linda W. Clement-Holmes Retired Chief Information Officer of The Procter & Gamble Company Career Highlights: • Retired Chief Information Officer, Global Information and Decision Solutions Officer, Senior Vice President of Global Business Services, and Chief Diversity Officer of The Procter and Gamble Company Key Qualifications and Experience • 35-year career at Procter and Gamble, culminating in service as Chief Information Officer • Extensive technology, cybersecurity, and digital innovation expertise, including leadership of global Procter and Gamble technology team and responsibility for digital and IT architecture and governance, including information security • Experience in corporate strategy, including use of emerging business technologies to support speed and innovation • Knowledge of Cincinnati, Ohio regional market and leadership in inclusion and diversity efforts Skills and Attributes: Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation and FinTech, Executive Management, Human Capital Management, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | C. Bryan Daniels Co-Founder and Principal of Prairie Capital, a Chicago-based private equity firm Career Highlights: • Co-Founder and Principal of Prairie Capital, a Chicago-based private equity firm • Former Senior Vice President of Commercial Banking at American National Bank and Trust Company Key Qualifications and Experience • Extensive and varied experiences as an executive, director, and investor in the financial services industry • Possesses a rich and multi-faceted understanding of many different industries, companies, and business practices from his role at Prairie Capital • Substantial experience in technology in several industries, including financial services Skills and Attributes: Corporate Governance, Cybersecurity, Digital Innovation and FinTech, Executive Management, Financial Services Industry, Risk Management, Strategic Planning |
Nominees for Election as Directors
| | Laurent Desmangles Retired Senior Partner and Managing Director of Boston Consulting Group Career Highlights: • Retired Senior Partner and Managing Director, Boston Consulting Group • Advisor, Nyca Partners • Advisor, Demopolis Equity Partners • Former Director of Financial Institutions Practice, Oliver Wyman Key Qualifications and Experience • 30 years of experience advising large financial services organizations on corporate strategy, large scale transformation, digital and analytics innovation, and change management • Significant knowledge of the financial services industry, including retail and commercial banking, market dynamics, and operational opportunities • Expertise in FinTech sector Skills and Attributes: Corporate Governance, Digital Innovation and FinTech, Executive Management, Financial Services Industry, Strategic Planning, Sustainability |
Nominees for Election as Directors
| Fifth Third 2024 Proxy Statement | 23 |
Nominees for Election as Directors
| | Mitchell S. Feiger Retired Chair and Chief Executive Officer of Fifth Third Bank (Chicago) Career Highlights: • Former Chief Executive Officer and President of MB Financial, Inc. • Former Chief Executive Officer and President of MB Financial Bank, National Association • Former Chief Executive Officer, President, and director of Coal City Corporation (merged with Avondale Financial Corp and was renamed MB Financial, Inc.) Key Qualifications and Experience • 35 years of experience in the financial services industry, including 27 years as the president or chief executive officer of a bank holding company or commercial bank; President and Chief Executive Officer of MB Financial, Inc. immediately prior to its merger with Fifth Third Bancorp • Extensive knowledge of the financial services industry and banking business and operations in Chicago region • Significant experience in leadership of public companies • Substantial bank regulatory experience Skills and Attributes: Accounting and Reporting, Compensation and Benefits, Corporate Governance, Digital Innovation and Fintech, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning |
Nominees for Election as Directors
| | Thomas H. Harvey Chief Executive Officer of Energy Innovation: Policy and Technology, LLC Career Highlights: • Chief Executive Officer of Energy Innovation: Policy and Technology, LLC • Managing Partner and Principal Owner, Ajax, LLC • Former Chair of the Board of MB Financial, Inc. • Former Chief Executive Officer of ClimateWorks Foundation • Former Environmental Program Director of the William and Flora Hewlett Foundation • Former President of Energy Foundation Key Qualifications and Experience • 25 years of service in the financial services industry • Strong organizational and leadership skills and extensive investment experience derived from his executive positions with multiple foundations and organizations • Unique and diverse knowledge and experience with the emergence and growth of technology in the banking industry • Extensive knowledge and experience with renewable energy, sustainability, and climate matters Skills and Attributes: Accounting/Financial Reporting, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | Gary R. Heminger Retired Chair and Chief Executive Officer of Marathon Petroleum Corporation Career Highlights: • Retired Chair and Chief Executive Officer of Marathon Petroleum Corporation • Former Chief Executive Officer of MPLX GP LLC Key Qualifications and Experience • Over 40 years of experience with Marathon Petroleum Corporation in a variety of groups and functions • Extensive valuable business knowledge from overseeing all operations, performance, reporting, and financial metrics for Marathon’s refining, marketing, transportation, and Speedway businesses • Substantial financial experience through oversight of all financial data, working capital, and merger and acquisition activity at Marathon Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Human Capital Management, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | Eileen A. Mallesch Certified Public Accountant and Retired Senior Vice President & Chief Financial Officer of Nationwide Property and Casualty Segment, Nationwide Mutual Insurance Company Career Highlights: • Certified Public Accountant • Retired Senior Vice President & Chief Financial Officer of Nationwide Property and Casualty Segment, Nationwide Mutual Insurance Company • Former Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance/Service Company Key Qualifications and Experience • More than 25 years of broad financial and strategy experience in a variety of industries, including insurance, telecommunications, consumer products, and manufacturing • Extensive financial management experience from tenure with Nationwide and Genworth • Vast knowledge of enterprise resource planning and large-scale technology integrations, strategic planning, managing acquisitions and divestitures, and risk and compliance management • Substantial experience as a public company director Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Executive Management, Financial Services Industry, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| Fifth Third 2024 Proxy Statement | 25 |
Nominees for Election as Directors
| | Michael B. McCallister Retired Chair of the Board of Directors of Humana, Inc. Career Highlights: • Retired Chief Executive Officer and Chair of the Board of Directors of Humana, Inc. • 39 years of service with Humana, Inc., including as CEO from 2000 through 2012 and as a board member from 2000 through 2013, including as Chair from 2010 through 2013 Key Qualifications and Experience • 39 years of experience in health care sector, including expertise in operational, financial, and strategic development • Key roles in business advocacy groups, including the Business Roundtable, where he served as chair of the organization’s Health and Retirement Task Force • Substantial experience as a public-company director Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | Kathleen A. Rogers Retired Executive Vice President of U.S. Bank Career Highlights: • Retired Executive Vice President, Chief Financial Officer, and Chief Finance Administration Officer of U.S. Bank Key Qualifications and Experience • Business expertise from 35-year career in the financial services industry • Significant knowledge of public company financial management, including financial risk management, treasury actions, accounting policy and reporting, corporate development activities (including mergers and acquisitions), and strategic investments • Extensive experience in regulatory activities and investor relations • Substantial experience in technology in several industries, including financial services Skills and Attributes: Accounting and Financial Reporting, Compensation and Benefits, Corporate Governance, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning |
Nominees for Election as Directors
| | Timothy N. Spence Chair, Chief Executive Officer, and President of Fifth Third Bancorp Career Highlights: • Chair and Chief Executive Officer of Fifth Third Bancorp; President (2020-present); Executive Vice President and Head of Consumer Bank, Payments and Strategy (2018-2020); Head of Payments, Strategy and Digital Solutions (2017-2018); and Chief Strategy Officer (2015-2020) • Prior to joining Fifth Third, Mr. Spence was a Senior Partner with Oliver Wyman Key Qualifications and Experience • Broad knowledge of the Company and the financial services sector from expansive experience heading multiple Fifth Third businesses • Unique and valuable experience from leading Fifth Third’s digital transformation efforts, including completion of significant acquisitions and investments • Substantial experience leading strategic plan development and implementation Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Cybersecurity, Digital Innovation/FinTech, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| | Marsha C. Williams Retired Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. Career Highlights: • Retired Senior Vice President & Chief Financial Officer of Orbitz Worldwide, Inc. • Former Executive Vice President & Chief Financial Officer of Equity Office Properties Trust Key Qualifications and Experience • Extensive experience in financial matters, including 50 years in finance • Knowledge and expertise of the financial services industry through 15 years of service with banking organizations • Expertise from serving as a director of publicly traded companies and mutual funds, including leadership experience as a Chair and Lead Independent Director Skills and Attributes: Accounting/Financial Reporting, Compensation and Benefits, Corporate Governance, Digital Innovation/FinTech, Executive Management, Financial Services Industry, Human Capital Management, Legal and Regulatory, Risk Management, Strategic Planning, Sustainability |
Nominees for Election as Directors
| Fifth Third 2024 Proxy Statement | 27 |
Nominees for Election as Directors
| | Shares of Company Common Stock Beneficially Owned as of December 31, 2023(1) | Percent of Class | | Nicholas K. Akins | 66,161 | .0097% | | B. Evan Bayh, III | 33,663 | .0049% | | Jorge L. Benitez | 39,034 | .0057% | | Katherine B. Blackburn | 131,005 | .0192% | | Emerson L. Brumback | 78,432 | .0115% | | Linda W. Clement-Holmes | 13,737 | .0020% | | C. Bryan Daniels(2) | 383,121 | .0561% | | Laurent Demangles | 3,717 | .0005% | | Mitchell S. Feiger(3) | 594,293 | .0870% | | Thomas H. Harvey(4) | 154,742 | .0226% | | Gary R. Heminger(5) | 137,339 | .0201% | | Eileen A. Mallesch | 40,787 | .0060% | | Michael B. McCallister(6) | 69,513 | .0102% | | Kathleen A. Rogers | 4,518 | .0007% | | Timothy N. Spence | 478,529 | .0700% | | Marsha C. Williams | 43,262 | .0063% | | All Directors and Executive Officers (27 persons) | 3,397,490 | .4962% |
Nominees for Election as Directors
| (1) As reported to Fifth Third Bancorp by the directors as of the date stated. Includes shares held in the name of spouses, minor children, certain relatives, trusts, estates, and certain affiliated companies as to which beneficial ownership may be disclaimed. Unless otherwise noted, all shares of our Common Stock are subject to the sole voting power and investment power of the directors and executive officers. As of December 31, 2023, none of the Company’s current executive officers or directors owned any Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series A, Class B Preferred Stock, or any Depositary Shares representing interests in Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, or Series A, Class B Preferred Stock. |
Nominees for Election as Directors
The amounts shown represent the total shares owned outright by such individuals together with stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2023 but unexercised and shares of common stock underlying outstanding restricted stock units. Specifically, Mr. Spence owned 247,018 stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2023. The amounts listed for stock appreciation rights represent the number of rights that may be exercised; the actual number of shares delivered will vary based on the stock’s appreciation over the grant price at the time of exercise. The aggregate number of stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2023 but unexercised held by the executive officers who are not also directors or nominees is 509,169. Directors owned the following number of restricted stock units as of December 31, 2023 Nicholas K. Akins, 66,161; B. Evan Bayh III, 48,700; Jorge L. Benitez, 42,808; Katherine B. Blackburn, 52,705; Emerson L. Brumback, 48,700; Linda W. Clement-Holmes, 17,414; C. Bryan Daniels, 27,215; Laurent Demangles, 3,717; Mitchell S. Feiger, 17,506; Thomas H. Harvey, 26,650; Gary R. Heminger, 48,700; Eileen A. Mallesch, 40,787; Michael B. McCallister, 58,801; Kathleen A. Rogers, 3,717; Timothy N. Spence, 98,792; and Marsha C. Williams, 68,204. Some directors have deferred receipt of the common stock underlying certain of their restricted stock units: B. Evan Bayh III, 40,037; Jorge L. Benitez, 3,774; C. Bryan Daniels, 12,796; Mitchell S. Feiger, 13,851; Thomas H. Harvey, 12,796; Gary R. Heminger, 28,721; Michael B. McCallister, 5,431; and Marsha C. Williams, 56,764. All directors and executive officers as a group own 889,973 restricted stock units. 531,535 of these restricted stock units are subject to vesting within 60 days of December 31, 2023.
Nominees for Election as Directors
| (2) Includes 8,724 shares of Common Stock held in an IRA owned by Mr. Daniels or an immediate family member. |
Nominees for Election as Directors
| (3) Includes 583,109 shares of Common Stock owned by a trust of Mr. Feiger or an immediate family member. |
Nominees for Election as Directors
| (4) Includes 55,146 shares of Common Stock owned by a trust of Mr. Harvey or an immediate family member. |
Nominees for Election as Directors
| (5) Includes 14,786 shares of Common Stock held in an IRA owned by Mr. Heminger or an immediate family member. |
Nominees for Election as Directors
| (6) Includes 5,000 shares of Common Stock owned by a trust of Mr. McCallister or an immediate family member. |
Committee Composition
| • | Oversight of benefit, bonus, incentive compensation, severance, equity-based and other compensation plans, policies, and programs |
Committee Composition
| • | Review and recommendation of director compensation |
Board Leadership
| (2) All equity awards granted to the Board of Directors are granted in RSUs that vest on the date the director’s service on the Board ends. Directors may defer these awards by submitting their deferral instructions prior to the beginning of the year of grant. RSU awards are granted on the date of the annual shareholders meeting or upon joining the Board. |
Board Leadership
| 2023 Director Compensation | | | | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Nicholas K. Akins | 141,223 | 315,000 | — | — | — | — | 456,223 | | B. Evan Bayh, III | 98,750 | 140,000 | — | — | — | — | 238,750 | | Jorge L. Benitez | 130,508 | 140,000 | — | — | — | — | 270,508 | | Katherine B. Blackburn | 112,500 | 140,000 | — | — | — | — | 252,500 | | Emerson L. Brumback | 143,750 | 140,000 | — | — | — | — | 283,750 | | Greg D. Carmichael(2) | — | 4,635,324 | — | — | — | 566,144 | 5,201,438 | | Linda W. Clement-Holmes | 112,500 | 140,000 | — | — | — | — | 252,500 | | C. Bryan Daniels | 119,258 | 140,000 | — | — | — | — | 259,258 | | Laurent Desmangles(3) | 13,750 | 92,815 | — | — | — | — | 106,565 | | Mitchell S. Feiger | 103,736 | 140,000 | — | — | — | — | 243,736 | | Thomas H. Harvey | 137,500 | 140,000 | — | — | — | — | 277,500 | | Gary R. Heminger | 167,500 | 140,000 | — | — | — | — | 307,500 | | Jewell D. Hoover | 68,679 | 140,000 | — | — | — | — | 208,679 | | Eileen A. Mallesch | 157,500 | 140,000 | — | — | — | — | 297,500 | | Michael B. McCallister | 137,500 | 140,000 | — | — | — | — | 277,500 | | Kathleen A. Rogers(3) | 15,543 | 92,815 | — | — | — | — | 108,358 | | Marsha C. Williams | 105,508 | 140,000 | — | — | — | — | 245,508 |
Board Leadership
| (1) The values shown for stock awards in the Director Compensation Table for Mr. Desmangles and Ms. Rogers reflect the grant date fair value of $25.59 which was the closing price of Fifth Third stock on the grant date August 18, 2023. The values shown for Mr. Carmichael reflect the grant date fair value of $37.19 which was the closing price of Fifth Third stock on the grant date of February 14, 2023. The values shown for all other Directors reflect the grant date fair value of $27.17 which was the closing price of Fifth Third stock on the grant date April 18, 2023. All values are calculated in accordance with FASB ASC Topic 718. |
Board Leadership
In 2021, the Company’s stock ownership guidelines required each director to own Fifth Third Stock equal in value to six times his or her annual cash retainer, not including fees paid for committee service. Directors have five years from their initial appointment or election date (whichever occurred first) to meet this requirement. For all directors appointed after June 1, 2020, dividends on shares subject to equity awards will automatically be reinvested. As of December 2023, all directors had sufficient holdings to meet or exceed the stock ownership requirement or had not yet served on our Board for five years and were on pace to meet the guidelines. The outstanding equity awards for each director as of December 31, 2023, are provided below.
Board Leadership
| Outstanding Equity Awards at December 31, 2023 | | | | Director | Options Awards (#) | Stock Awards (#) | | Nicholas K. Akins | | 65,479 | | B. Evan Bayh, III | | 48,700 | | Jorge L. Benitez | | 42,367 | | Katherine B. Blackburn | | 52,162 | | Emerson L. Brumback | | 48,700 | | Greg D. Carmichael | 788,530(1) | 331,398 | | Linda W. Clement-Holmes | | 17,234 | | C. Bryan Daniels | | 26,935 | | Laurent Desmangles | | 3,678 | | Mitchell S. Feiger | | 17,326 | | Thomas H. Harvey | | 26,375 | | Gary R. Heminger | | 48,700 | | Jewell D. Hoover | | 5,522 | | Eileen A. Mallesch | | 40,367 | | Michael B. McCallister | | 58,195 | | Kathleen A. Rogers | | 3,678 | | Marsha C. Williams | | 67,502 | | (1) All options awards were granted while Mr. Carmichael was an employee and do not reflect compensation as a member of the Board of Directors. | | |
Board Leadership
| Compensation Methodology and Structure | | | | • Compensation Philosophy • Features of our Executive Compensation Program • Compensation Risk Management • The Committee’s Role • Role of Executive Officers in Compensation Decisions • Role of the Independent Compensation Consultant • Benchmarking Methodology • Tally Sheet • Say-on-Pay • Compensation Structure • Pay Mix and Pay for Performance | | 2023 Executive Compensation Plan Design and Award Decisions | | | | • Base Salary • 2023 Variable Compensation Plan Design • Variable Compensation Plan Performance Goals • Performance Against Variable Compensation Plan Goals • Determination of Variable Compensation Plan Awards • 2023 Long-term, Equity-based Incentive Compensation Plan Design • Payout of 2021 Performance Share Awards • Other Long-term, Equity-based Plan Provisions • Determination of Long-term, Equity-based Incentive Awards • Qualitative Performance Assessments • The Committee’s Considerations | | 2024 Executive Compensation Plan Design Changes | | | | • 2024 Variable Compensation Plan Changes • 2024 Long-term, Equity-based Incentive Plan Changes | | Executive Benefits and Perquisites | | | | • Summary of Eligibility for Benefits and Perquisites • Use of the Corporate Aircraft • Retirement Benefits • Health and Welfare Benefits • Severance and Change in Control Benefits • Executive Severance Benefits Plan | | Executive Ownership and Capital Accumulation | | | | • Stock Ownership Guidelines • Beneficial Ownership • Prohibition on Hedging and Pledging • Clawbacks and Recoupments | | Tax and Accounting Impacts of Compensation Programs | | | | • Deductibility of Executive Compensation • Accounting and Financial Reporting |
Summary of Executive Compensation Program
| Base Salary | + | Annual Cash Incentive (Variable Compensation Plan) | + | Long-Term Incentives (Equity-based Compensation) |
Compensation Methodology and Structure
| Pay for performance | | Risk-balancing features | | Double-trigger change-in-control provisions | | No excise tax gross-ups to executive officers | | Stock ownership guidelines and stock retention policies | | Prohibition on speculative trading and hedging strategies by executive officers | | Prohibition on use of securities as collateral for a loan | | Utilization of an independent compensation consultant hired and overseen by the Committee | | Grant of long-term incentives on pre-determined dates | | Committee reviews of both financial and non-financial performance | | Clawback features in all executive officer pay |
Compensation Methodology and Structure
| Processes | Purpose | | Market Reviews | Human Capital uses peer benchmark data to ensure that pay programs are competitive. | | Incentive Plan Reviews | Senior business leaders ensure that incentive plans support the business strategy. | | Risk Reviews | Senior risk and credit leaders serving on the Compensation Risk Oversight Committee (a management committee that reports to the Human Capital and Compensation Committee) determine whether incentive plans support the Company’s risk culture of not promoting unnecessary risk and are consistent with the incentive compensation risk framework. | | Financial Reviews | Senior finance executives confirm that the incentive plans are fiscally sound and contribute to shareholder value. | | Board Reviews | The Human Capital and Compensation Committee and Risk and Compliance Committee, each of which is entirely comprised of independent directors, assess the strategic, risk, and fiscal soundness of the compensation plans and ensure that they are aligned with the Company’s compensation philosophy. |
Compensation Methodology and Structure
| Advising the Committee on competitive practices, market trends, and peer group composition | | Providing recommendations to the Committee on the compensation of the chief executive officer | | Providing recommendations to the Committee and members of management regarding the compensation of the other executive officers | | Reviewing competitive pay practices in the Compensation Peer Group for their boards of directors and recommending to the Committee changes required to pay the Company’s Board of Directors in a competitive fashion | | Providing an annual review of performance and pay levels for the Company and its Compensation Peer Group | | Undertaking special projects at the request of the Committee, including director education sessions on specific topics related to executive compensation |
Compensation Methodology and Structure
The Company does not engage the Committee’s compensation consultant for additional services outside of the services to the Board, as described above. The Committee conducted an assessment of potential conflicts of interest and independence issues for F.W. Cook and did not identify any conflicts of interest or independence issues relating to F.W. Cook’s services. Benchmarking Methodology. In making compensation decisions, the Committee compares Company performance and each element of each executive officer’s Total Direct Compensation with the Compensation Peer Group. The Committee refers to this Compensation Peer Group for both compensation and performance-related benchmarks. Financial performance data is prepared by either the Committee’s independent compensation consultant or by the Company, using data from public filings. Compensation data is generally prepared by the Committee’s compensation consultant, using third-party survey data as provided by management and publicly available data from proxy statements. The Committee’s compensation consultant reviews all financial and compensation data that is prepared by the Company and provided to the Committee.
Compensation Methodology and Structure
The Compensation Peer Group consists of companies with which the Committee believes the Company competes for talent and for shareholder investment, and which are generally similar in asset size and business mix. The following 12 companies were identified by the Committee as our Compensation Peer Group for 2023 (“Compensation Peer Group”):
Compensation Methodology and Structure
The Committee annually reviews the Compensation Peer Group and considers changes to the Compensation Peer Group deemed necessary to ensure that the business structure and size of the organizations continue to be appropriate. Based on the Committee’s evaluation of the Compensation Peer Group, First Citizens Bancshares, Inc and U.S. Bancorp were added to the Compensation Peer Group for 2023. Tally Sheet. The Company annually prepares a tally sheet of all compensation and potential payouts for the Committee’s use to review our compensation programs. The Committee reviews all components of compensation for the Company’s chief executive officer, chief financial officer, and the other NEOs, including:
Compensation Methodology and Structure
| Base salary | | Annual cash incentive targets | | Long-term, equity-based incentive targets | | Accumulated, realized, and unrealized equity award gains | | The dollar value to the executive and cost to the Company of all perquisites and other personal benefits | | The earnings and accumulated payout obligations under the Company’s nonqualified deferred compensation plan | | Several potential termination scenarios, including change-in-control, where applicable |
Compensation Methodology and Structure
| The most recent and prior years’ comparative Proxy Statement and survey data for similar positions among the Compensation Peer Group | | The 25th percentile, median (50th percentile), and 75th percentile peer data for each element of compensation (base salary, target variable compensation, and target long-term, equity-based incentive compensation, as well as the resulting Total Direct Compensation) | | The ability to provide median Total Direct Compensation for 50th percentile performance relative to the Compensation Peer Group | | The ability to provide upper quartile Total Direct Compensation for upper quartile (i.e., 75th percentile or better relative to the Compensation Peer Group) performance and lower quartile Total Direct Compensation for lower quartile (i.e., 25th percentile or lower relative to the Compensation Peer Group) performance |
2023 Total Compensation Pay Mix(1)
| (1) The percentages reflect the Named Executive Officer’s base salary as of December 31, 2023, target annual cash incentive award for 2023, and target long-term, equity-based incentive award for 2023. |
2023 Executive Compensation Plan Design and Award Decisions
| A competitive market analysis provided by the Company’s external compensation consultant | | The executive officer’s experience, scope of responsibilities, performance, and potential | | Internal equity in relation to other executives with similar levels of experience, scope of responsibilities, performance, and potential | | Other relevant information, which may include governmental or regulatory considerations |
2023 Executive Compensation Plan Design and Award Decisions
Salary increases, if any, are based on the Company’s overall performance, the executive’s attainment of individual objectives during the preceding year and market-based considerations. After the annual review and evaluation at the beginning of 2023, base salary increases ranging from one percent to nine percent were recommended and approved by the Committee. In evaluating these proposed increases, the Committee considered individual performance and market data for each executive. The Committee believes the adjustments made for 2023 position executives well in relation to individual performance and market-based considerations. 2023 Variable Compensation Plan Design. The Variable Compensation Plan’s objective is to reward executives for strong corporate, business unit, and individual performance. The design of our 2023 Variable Compensation Plan (VCP) was structured as follows: It is the view of the Committee that this mix of Bancorp funding metrics provides executives with balanced incentives to increase the level of absolute earnings growth, to ensure that shareholder capital is used efficiently to generate competitive returns, and to assess the cost efficiency of the Company’s operations. The funding modifiers are useful as complementary metrics to add focus on best-in-class business processes. The Committee retains discretion to adjust pool funding upward or downward based on other factors, such as individual performance and risk assessment. The Company and the Committee review the VCP annually to determine if changes should be made to the plan for the next year. During the review in 2022 for the 2023 plan, there were no changes to the core funding design. The Committee approved updates to the funding modifiers and threshold measurement. Updates to Funding Modifiers and Threshold Measurement
Bancorp Funding Metrics
| Plan Objectives | | Align management and shareholders’ interests | | Motivate senior executives to optimize long-term shareholder value | | Encourage stock ownership among our employees | | Enhance the Company’s ability to retain key talent | | Ensure the program design is consistent with our compensation philosophy and reflective of external market trends | | Strengthen risk-adjusted pay decisions | | Areas of Assessment | | The Company’s revenue and expense results | | Division revenue and expenses vs. budget | | Internal and external customer service levels | | Performance relative to the Company’s strategic initiatives | | Results related to specific individual responsibilities | | Results related to specific individual risk assessments |
Bancorp Funding Metrics
For the 2023 awards, Stock Appreciation Right Awards, or “SARs,” are calculated by taking 15% of the total LTI award amount divided by the SARs Black-Scholes value on the date of grant. Restricted Stock Unit Awards, or “RSUs,” are calculated by taking 35% of the total Long Term Incentive (“LTl”) award amount divided by the Company’s average closing stock price for each trading day in the month of January. Performance Share awards are calculated by taking 50% of the total LTI award amount divided by the Company’s average closing stock price for each trading day in the month of January. The Committee believes that performance shares are an important component of the equity-based incentive compensation opportunity because they create a clear connection between results achieved and compensation earned. In addition, the Committee believes that full-value awards in the form of performance shares and restricted stock units complement each other and are important for driving
Bancorp Funding Metrics
strong retention value and enhanced ownership-creation opportunities. The Committee also believes that a portion of the opportunity should come from a growth-oriented incentive, specifically stock-settled SARs which align executives’ interests with those of the Company’s shareholders. The Committee has maintained the Long-Term Incentive mix of 50% performance share awards, 35% restricted stock units, and 15% stock appreciation rights and believes the Long-Term Incentive mix aligns well with the Company’s Long-Term Incentive plan objectives, strategic objectives, compensation philosophy, regulatory guidance, risk culture, and competitive practice. Target award levels are established at the beginning of the year for each Named Executive Officer considering market median compensation for each position. Award levels are not automatically made at target. Actual award levels are based upon Company performance, and the Committee includes qualitative assessments of individual performance of each Named Executive Officer in the areas shown in the graphic display on the preceding page. Amounts realizable from prior compensation awards do not influence decisions relative to future awards. The grant date of the LTI awards is the date of the Committee’s approval of the awards, which typically occurs at a first quarter meeting of the Committee. The grant dates for awards made in 2023 are detailed in the “2023 Grants of Plan-Based Awards” table later in this Proxy Statement. The Company does not adjust the timing of its annual grant based on SEC filings or press releases. Rather, the annual grant date is established and communicated well in advance. Performance share grants made in 2023 were structured as follows: Performance share grants are granted at “target,” calculated by taking 50% of the LTI award amount divided by the share price used for purposes of the grant. Executives have the opportunity to earn between zero and 150% of their target award based upon the Company’s three-year cumulative result on Return on Average Common Equity (“ROACE”) versus our Compensation Peer Group. As part of the plan design for 2023, First Citizens Bancshares, Inc and U.S. Bancorp were added to the Compensation Peer Group. The payout table represented above was approved in December 2022, and the payout percentage calculation was modified to an interpolated calculation between top and bottom quartile performance versus the median, eliminating the prior tiered approach. Performance share grants are eligible for dividend equivalents which accrue in cash and are paid when the award is earned and distributed. Restricted Stock Units have a three-year graded vesting schedule. These grants do not have voting rights during the vesting period, but are eligible for dividend equivalent payments, which accrue in cash and are paid upon vest and distribution of the underlying award. Stock Appreciation Rights are granted at the closing price of the Company’s common stock on the date of grant and have a 10-year term. Grants made in 2023 have a three-year graded vesting schedule. The Company does not grant discounted stock options or SARs, re-price previously granted stock options or SARs, or grant reload stock options. The Committee believes that the design of the long-term, equity-based incentive plan provides incentive for the creation of shareholder value since the full benefit of the grant to each Named Executive Officer can be realized only with an appreciation in the price of the Company’s common stock or by meeting goals based on relative ROACE, depending on the type of award. Payout of 2021 Performance Share Awards. The 2021 performance share grant measured the Company’s performance on ROACE versus our compensation peer group over the three-year period beginning January 1, 2021 through December 31, 2023. In its February 2024 meeting, the Committee reviewed final ROACE results showing the Company ranked third among peers and the absolute metric thresholds for ROTCE and efficiency ratio were met. Accordingly, the Committee approved a 150% payout. The grant paid out in Company stock and the shares were distributed on February 16, 2024, after the approval date of February 14, 2024. Other Long-term, Equity-based Plan Provisions. The VCP and long-term, equity-based incentive compensation awards made in 2023 were issued under the Company’s 2021 Incentive Compensation Plan (the “Plan”), which was approved and adopted by the Company’s shareholders in 2021. Determination of Long-term, Equity-based Incentive Awards. The chief executive officer recommends the award levels for each Named Executive Officer except for himself, and the Committee makes the final award determination for all Named Executive Officers, including the chief executive officer. The award considerations are not based on a formula. Rather, the Committee may choose to make the actual award higher or lower than the target award based on the qualitative assessment of performance against stated objectives as well as the individual’s risk assessment results. The Committee believes that, by including a performance element as part of the up-front grant process, the Company is able to further reinforce the pay-for-performance objective of the Company’s compensation structure. When making the final determination to grant long-term, equity-based incentive compensation awards in February 2023, the Committee considered information relating to market median compensation levels, Company financial performance during 2022, the qualitative performance assessment, and individual risk performance assessments. After reviewing this information for 2022, the Committee granted a 2023 long-term equity incentive compensation award of 100—125% of target for all Named Executive Officers.
Executive Benefits and Perquisites
Executive Benefits and Perquisites Summary of Eligibility for Benefits and Perquisites. The Company provides few benefits and perquisites to executive officers that are not available to the general employee population. Special benefits include health programs, a deferred compensation plan, executive planning reimbursement, nominal holiday gifts, parking, an executive corporate security program, and occasional personal use of the corporate aircraft. Additionally, spouses or guests of named executive officers may be provided travel and/or entertainment benefits related to business events at which their attendance is expected and appropriate, such as Company recognition events or trips, recruiting meals, or social events held for marketing or other business purposes. These benefits are often provided with little or no incremental cost to the Company. The Company does not provide tax gross-ups for these limited perquisites. Use of the Corporate Aircraft. The Committee has approved limited personal use of the corporate aircraft by Mr. Spence (and, prior to his retirement on April 18, 2023, Mr. Carmichael) up to a maximum value of $150,000 per year. In 2021, the Board approved a change to the Company’s corporate aircraft policy that allows certain executive officers to use the corporate aircraft for personal use in certain special situations (e.g., death in family). Such use by any NEO is accounted for in the summary compensation table. Mr. Spence is subject to individual lease (“time-sharing”) agreements with the Company that govern the terms and conditions of his personal use of the corporate aircraft. Prior to his retirement, Mr. Carmichael was subject to a similar time-sharing agreement. Under the terms of each such time-sharing agreement, if Mr. Spence (or prior to his retirement, Mr. Carmichael) has incurred any costs for personal use of the corporate aircraft which exceed the allowance described above, he will pay for the cost of any personal use of the corporate aircraft that exceeds the allowance described above. Retirement Benefits. The Company’s retirement benefits are designed to assist employees in accumulating wealth to provide income during their retirement years. The retirement benefits are designed to attract and retain employees and to encourage employees to save money for their retirement while maintaining a competitive cost structure for the Company. Based upon the Company’s research using two national benefits surveys, its retirement benefits are positioned near the market median for similar employers. The Company’s primary retirement benefit plan is a defined contribution 401(k) plan with a Company match. The same 401(k) plan is maintained for all eligible employees, including the Named Executive Officers. The 401(k) plan provides a match to employee contributions of 150% on the first two percent and 100% on the next four percent of eligible compensation an employee contributes to the plan and is invested in the employee’s selection of the plan’s existing investment alternatives. This Company match is immediately 100% vested. All Named Executive Officers are eligible for this plan up to the IRS wage or contribution limits. Under the plan, NEOs may not defer their future cash compensation into Company stock. The Company offers employees at certain salary band levels, including its Named Executive Officers, a nonqualified deferred compensation plan. This plan allows for the deferral of base salary and awards received under the VCP. The plan also provides for the Company to make a contribution for loss of the qualified plan 401(k) match due to the deferral of pay into this plan or due to wage or contribution limitations under the qualified 401(k) plan. The deferred funds receive earnings based on the mutual funds elected by each executive. The executives do not earn any preferential or above-market returns on these earnings. Under the plan, NEOs may not defer their cash compensation into Company stock. The Company maintains a defined benefit pension plan which was frozen to new participants as of November 15, 1998. Employees who met the age and service requirement at that time are “grandfathered” and continue to accrue benefits under that plan. No Named Executive Officers are participants in this plan. Health and Welfare Benefits. The Company offers broad-based medical, dental, vision, life, and disability plans to all of its employees. The Company also provides to each Named Executive Officer a comprehensive physical exam program and access to an executive fitness facility. Severance and Change in Control Benefits. The Fifth Third Bancorp Executive Change in Control Severance Plan (the “CIC Severance Plan”) provides severance benefits to certain officers upon a qualifying termination after a change in control, subject to execution of a release and non-compete agreement. The plan covers approximately 41 officers, including all Named Executive Officers. Under the CIC Severance Plan, certain executives will receive severance if, in connection with a change in control, the executive’s employment is terminated without “cause” (as defined in the CIC Severance Plan) or the executive resigns for “good reason” (as defined in the CIC Severance Plan). For this purpose, a change in control would occur in any of the following instances:
Executive Benefits and Perquisites
The treatment of long-term, equity-based incentive compensation in the event of a change in control is determined by the applicable incentive compensation plans. More specific details are discussed in the “Potential Payments Upon Termination or Change in Control” section below. Executive Severance Benefits Plan. On February 17, 2021, the Committee adopted the Executive Severance Benefits Plan, in which participating executives are eligible to receive certain severance benefits as described in the Severance Benefits Plan if such executive’s employment terminates prior to a change in control of Fifth Third or more than 24 months following a change in control, but only if the Bank determines, in its sole discretion, that the executive’s employment was terminated involuntarily by the Bank without “cause” or by the executive for “good reason” (each as defined in the Severance Benefits Plan). For purposes of the Severance Benefits Plan, a change in control has the same meaning given to that term in the CIC Severance Plan, as amended.
Tax and Accounting Impacts of Compensation Programs
Tax and Accounting Impacts of Compensation Programs Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation for certain executive officers that is more than $1 million. The Committee is not limited to paying compensation that is fully deductible and retains the flexibility to consider tax and accounting impacts as some factors among many in structuring compensation programs. While the Company’s compensation philosophy has been to, where appropriate, position executive compensation to qualify for deductibility, in approving compensation that may not be deductible, the Committee has determined that the underlying executive compensation programs are appropriate and necessary to attract, retain, and motivate senior executives, and that failing to meet these objectives creates more risk for the Company than the financial impact of losing the tax deduction. For the year ending December 31, 2023, the tax impact related to non-deductible compensation expense was approximately $4.9 million. Accounting and Financial Reporting. The Company accounts for long-term, equity-based incentive compensation payments including SARs, RSUs, RSAs, stock options, and performance shares in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Human Capital and Compensation Committee Report
| 2023 Summary Compensation Table | | | | | | | | | | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Timothy N. Spence, President and Chief Executive Officer, Fifth Third Bancorp | 2023 | 1,025,385 | — | 5,481,769 | 900,000 | 1,622,250 | 356,322 | 9,385,726 | | | 2022 | 826,923 | — | 4,621,877 | 815,610 | 1,621,220 | 253,029 | 8,138,659 | | | 2021 | 620,915 | — | 1,275,012 | 225,000 | 1,312,500 | 139,143 | 3,572,570 | | James C. Leonard, Executive Vice President and Chief Financial Officer | 2023 | 679,616 | — | 1,598,835 | 262,502 | 753,500 | 133,807 | 3,428,260 | | | 2022 | 638,462 | — | 1,434,393 | 253,129 | 893,750 | 129,385 | 3,349,119 | | | 2021 | 570,577 | — | 1,019,983 | 179,999 | 862,500 | 87,982 | 2,721,041 | | Robert P. Shaffer, Executive Vice President and Chief Risk Officer | 2023 | 608,462 | — | 1,004,985 | 164,997 | 610,000 | 109,994 | 2,498,438 | | | 2022 | 580,770 | — | 1,136,869 | 200,619 | 690,000 | 129,450 | 2,737,708 | | | 2021 | 473,294 | — | 934,984 | 165,001 | 712,500 | 81,323 | 2,367,102 | | Kevin P. Lavender, Executive Vice President and Head of Commercial Bank | 2023 | 581,347 | — | 1,004,985 | 164,997 | 582,500 | 112,013 | 2,445,842 | | | 2022 | 563,462 | — | 1,147,487 | 202,500 | 546,250 | 112,652 | 2,572,351 | | | 2021 | 498,462 | — | 934,984 | 165,001 | 750,000 | 117,382 | 2,465,829 | | Jude A. Schramm, Executive Vice President and Chief Information Officer | 2023 | 556,346 | — | 913,647 | 149,997 | 557,500 | 87,668 | 2,265,158 |
Human Capital and Compensation Committee Report
| 2023 Grants of Plan-Based Awards | | | | | | | | | | | | | | | | Name | Grant Date(1) | Date Grant Approved by Compensation Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Number of Units | Threshold ($) | Target ($) | Maximum ($) | Number of Units | Threshold (#) | Target (#) | Maxi- mum (#) | | | | | | Timothy N. Spence | | | | — | 1,802,500 | 3,605,000 | | | | | | | | | | | 2/14/2023 | 2/14/2023 | | | | | 86,705 | 52,023 | 86,705 | 130,058 | | | | 3,224,559 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | | 85,796 | 37.19 | 900,000 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | 60,694 | | | 2,257,210 | | James C. Leonard | | | | — | 753,500 | 1,507,000 | | | | | | | | | | | 2/14/2023 | 2/14/2023 | | | | | 25,289 | 15,173 | 25,289 | 37,934 | | | | 940,498 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | | 25,024 | 37.19 | 262,502 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | 17,702 | | | 658,337 | | Robert P. Shaffer | | | | — | 610,000 | 1,220,000 | | | | | | | | | | | 2/14/2023 | 2/14/2023 | | | | | 15,896 | 9,538 | 15,896 | 23,844 | | | | 591,172 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | | 15,729 | 37.19 | 164,997 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | 11,127 | | | 413,813 | | Kevin P. Lavender | | | | — | 582,500 | 1,165,000 | | | | | | | | | | | 2/14/2023 | 2/14/2023 | | | | | 15,896 | 9,538 | 15,896 | 23,844 | | | | 591,172 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | | 15,729 | 37.19 | 164,997 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | 11,127 | | | 413,813 | | Jude A. Schramm | | | | — | 557,500 | 1,115,000 | | | | | | | | | | | 2/14/2023 | 2/14/2023 | | | | | 14,451 | 8,671 | 14,451 | 21,677 | | | | 537,433 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | | 14,299 | 37.19 | 149,997 | | | 2/14/2023 | 2/14/2023 | | | | | | | | | 10,116 | | | 376,214 |
Human Capital and Compensation Committee Report
| Outstanding Equity Awards at December 31, 2023 | | | | | | | | | | | | Option Awards | | | | | Stock Awards(7) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Timothy N. Spence | 41,763 | | | 14.87 | 2/12/2026 | | | | | | | 28,070 | | | 26.52 | 2/3/2027 | | | | | | | 15,887 | | | 33.17 | 1/29/2028 | | | | | | | 26,829 | | | 26.72 | 2/06/2029 | | | | | | | 26,393 | | | 29.64 | 2/12/2030 | | | | | | | 19,132 | 9,567(1) | | 33.53 | 2/17/2031 | | | | | | | 9,068 | 18,136(2) | | 49.51 | 2/16/2032 | | | | | | | 16,321 | 32,644(2) | | 33.70 | 7/05/2032 | | | | | | | | 85,796(3) | | 37.19 | 2/14/2033 | | | | | | | | | | | | 5,220(1) | 180,038 | | | | | | | | | | 32,878(2) | 1,133,962 | | | | | | | | | | 60,694(3) | 2,093,336 | | | | | | | | | | | | 22,368(1) | 771,472 | | | | | | | | | | 70,453(4) | 2,429,924 | | | | | | | | | | 86,705(5) | 2,990,455 |
Human Capital and Compensation Committee Report
| Outstanding Equity Awards at December 31, 2023 | | | | | | | | | | | | Option Awards | | | | | Stock Awards(7) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | James C. Leonard | 4,350 | | | 14.87 | 2/12/2026 | | | | | | | 8,772 | | | 26.52 | 2/3/2027 | | | | | | | 4,965 | | | 33.17 | 1/29/2028 | | | | | | | 9,654 | | | 26.72 | 2/6/2029 | | | | | | | 8,248 | | | 29.64 | 2/12/2030 | | | | | | | 15,306 | 7,653(1) | | 33.53 | 2/17/2031 | | | | | | | 6,278 | 12,556(2) | | 49.51 | 2/16/2032 | | | | | | | | 25,024(3) | | 37.19 | 2/14/2033 | | | | | | | | | | | | 4,167(1) | 144,030 | | | | | | | | | | 8,382(2) | 289,905 | | | | | | | | | | 17,702(3) | 610,542 | | | | | | | | | | | | 17,894(1) | 617,164 | | | | | | | | | | 17,960(4) | 619,440 | | | | | | | | | | 25,289(5) | 872,218 | | Robert P. Shaffer | 9,945 | | | 19.01 | 4/14/2025 | | | | | | | 17,045 | | | 18.11 | 4/19/2026 | | | | | | | 14,035 | | | 26.52 | 2/3/2027 | | | | | | | 7,282 | | | 33.17 | 1/29/2028 | | | | | | | 15,650 | | | 26.72 | 2/6/2029 | | | | | | | 17,595 | | | 29.64 | 2/12/2030 | | | | | | | 14,030 | 7,016(1) | | 33.53 | 2/17/2031 | | | | | | | 4,975 | 9,952(3) | | 49.51 | 2/16/2032 | | | | | | | | 15,729(3) | | 37.19 | 2/14/2033 | | | | | | | | | | | | 3,828(1) | 132,028 | | | | | | | | | | 6,643(2) | 229,117 | | | | | | | | | | 11,127(3) | 383,770 | | | | | | | | | | | | 16,403(1) | 565,739 | | | | | | | | | | 14,235(4) | 490,965 | | | | | | | | | | 15,896(5) | 548,253 |
Human Capital and Compensation Committee Report
| Outstanding Equity Awards at December 31, 2023 | | | | | | | | | | | | Option Awards | | | | | Stock Awards(7) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Kevin P. Lavender | 7,437 | | | 21.63 | 4/15/2024 | | | | | | | 8,246 | | | 26.52 | 2/3/2027 | | | | | | | 14,030 | 7,016(1) | | 33.53 | 2/17/2031 | | | | | | | 5,022 | 10,045(2) | | 49.51 | 2/16/2032 | | | | | | | | 15,729(3) | | 37.19 | 2/14/2033 | | | | | | | | | | | | 3,373(6) | 116,335 | | | | | | | | | | 3,828(1) | 132,028 | | | | | | | | | | 6,705(2) | 231,255 | | | | | | | | | | 11,127(3) | 383,770 | | | | | | | | | | | | 16,403(1) | 565,739 | | | | | | | | | | 14,368(4) | 495,552 | | | | | | | | | | 15,896(5) | 548,253 | | Jude A. Schramm | 14,228 | | | 26.72 | 2/6/2029 | | | | | | | 15,396 | | | 29.64 | 2/12/2030 | | | | | | | 10,204 | 5,102(1) | | 33.53 | 2/17/2031 | | | | | | | 4,557 | 9,115(2) | | 49.51 | 2/16/2032 | | | | | | | | 14,229(3) | | 37.19 | 2/14/2033 | | | | | | | | | | | | 2,784(1) | 96,020 | | | | | | | | | | 6,084(2) | 209,837 | | | | | | | | | | 10,116(3) | 348,901 | | | | | | | | | | | | 11,930(1) | 411,466 | | | | | | | | | | 14,451(4) | 498,415 | | | | | | | | | | 13,038(5) | 449,681 |
Human Capital and Compensation Committee Report
| | 2023 Option Exercises & Stock Vested | | | | | | Option Awards(1) | | Stock Awards(2) | | | Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Timothy N. Spence | — | — | 56,746 | 1,994,621 | | James C. Leonard | — | — | 22,985 | 808,058 | | Robert P. Shaffer | 11,485 | 103,710 | 30,540 | 1,132,636 | | Kevin P. Lavender | — | — | 18,326 | 625,632 | | Jude A. Schramm | — | — | 26,294 | 975,184 |
Human Capital and Compensation Committee Report
| Executive | 2023 Nonqualified Deferred Compensation | | | | | | | | Plan | Executive Contributions in 2023 ($) | Company Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at 12/31/2023 ($) | | Timothy N. Spence | NQDCP(1) | — | 162,162 | 102,462 | — | 1,072,440 | | James C. Leonard | NQDCP(1) | — | 87,036 | 313,343 | — | 1,664,265 | | Robert P. Shaffer | NQDCP(1) | — | 67,792 | 42,811 | — | 535,796 | | Kevin P. Lavender | NQDCP(1) | — | 55,832 | 419,587 | — | 2,329,457 | | Jude A. Schramm | NQDCP(1) | — | 52,419 | 34,659 | — | 273,203 |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of Timothy N. Spence, our chief executive officer (“CEO”), and the median annual total compensation of our employees. The Company believes that the ratio of pay included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As of December 31, 2023:
CEO Pay Ratio
| • | The median annual total compensation of all employees of our company (other than the CEO) was $66,030; and |
CEO Pay Ratio
| • | The annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 73, was $9,385,726. |
CEO Pay Ratio
Based on this information, for 2023, the ratio of the annual total compensation for our CEO to the median of the annual total compensation of our employees was 142 to 1. In order to determine this ratio, we first identified one of our employees as the median employee. Since only 12% of our employees receive equity compensation, we considered total cash compensation as a consistently applied compensation measure. As allowed by the SEC rules, we excluded our CEO and our seven employees located outside the United States (five in Canada and two in the United Kingdom) who are less than one percent of our total 19,157 employee base. We then examined the total cash compensation (salary, wages, and bonus) for the remaining employees who were employed on December 31, 2023, as reflected in our payroll records and reported to the Internal Revenue Service on Form W-2 for 2023. In making this examination, we annualized the salary of approximately 2,456 full-time employees hired in 2023 who did not work the entire year. We did not annualize the pay of any other type of employee (e.g., part-time, co-ops) or make any other adjustments to the payroll data. Once we identified the median employee, we then compared all elements of that employee’s 2023 compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to comparable total compensation of our CEO in order to determine the ratio as shown below:
CEO Pay Ratio
| | CEO ($) | Median employee ($) | | Base salary | 1,025,385 | 65,973 | | Stock awards | 5,481,769 | | | Option awards | 900,000 | | | Non-equity incentive plan compensation | 1,622,250 | | | Change in pension value/NQDC earnings | | | | All other compensation | 356,322 | 57 | | TOTAL | 9,385,726 | 66,030 | | CEO pay ratio | 142 : 1 | |
CEO Pay Ratio
We selected December 31, 2023 as the date to identify the median employee because it is the date consistent with the rest of the discussion included in this Proxy Statement and because our employee base does not materially change at any point during the year. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and the Company’s performance against several specific financial metrics. For further information regarding our executive compensation programs, the metrics the Human Capital and Compensation Committee used to set executive compensation for 2023 (which is different than the financial metrics we are required to include in the tables and discussion below) and our pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis” starting on page 50.
Pay versus Performance Table
Pay versus Performance Table The table below reflects Compensation Actually Paid to the Company’s Principal Executive Officer (”PEO”) and average Compensation Actually Paid to Non-PEO Named Executive Officers during 2020 through 2023. In addition, the table compares our Total Shareholder Return (”TSR”) against peer group TSR using the KBW Bank Index.
Pay versus Performance Table
| | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO | | | | | | | | | Year | Greg D. Carmichael (1) ($) | Timothy N. Spence (1) ($) | Greg D. Carmichael (1),(2),(3) ($) | Timothy N. Spence (1), (2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Adjusted ROACE (5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | — | 9,385,726 | — | 11,127,150 | 2,659,424 | 3,233,874 | 132.49 | 96.66 | 2,349 | 11.9% | | 2022 | 11,020,287 | 8,138,659 | 9,082,391 | 7,385,480 | 2,764,020 | 2,223,867 | 120.03 | 97.53 | 2,446 | 12.5% | | 2021 | 10,531,649 | — | 20,997,747 | — | 3,061,398 | 5,142,100 | 153.73 | 124.08 | 2,770 | 14.5% | | 2020 | 9,797,589 | — | 7,761,702 | — | 2,325,412 | 1,936,839 | 94.64 | 89.69 | 1,427 | 8.4% |
Pay versus Performance Table
| (1) The amounts reported in columns (b) reflect the Summary Compensation Table Total for Mr. Carmichael and Mr. Spence for the years in which they served as PEO. For the years reported in the table, Greg D. Carmichael was our PEO from January 2020 to July 2022, and Timothy N. Spence was our PEO from July 2022 to December 2022. For 2023, Timothy N. Spence was our PEO for the full year (January 1, 2023 to December 31, 2023). The amounts reported in column (d) reflect the average Summary Compensation Table Total amounts for the Non-PEO Executive Officers for the respective years. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay versus Performance Table
| 2020 | 2021 | 2022 | 2023 | | James C. Leonard | James C. Leonard | James C. Leonard | James C. Leonard | | Tayfun Tuzun | Timothy N. Spence | Robert P. Shaffer | Robert P. Shaffer | | Lars C. Anderson | Lars C. Anderson | Kevin P. Lavender | Kevin P. Lavender | | Timothy N. Spence | Kevin P. Lavender | Howard Hammond | Jude A. Schramm | | Robert P. Shaffer | | | | | Frank R. Forrest | | | |
Pay versus Performance Table
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay versus Performance Table
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair |
Pay versus Performance Table
| Fifth Third 2024 Proxy Statement | 85 |
Pay versus Performance Table
| value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | Greg D. Carmichael | | | | | | 2022 | 11,020,287 | (6,850,015) | 4,912,119 | 9,082,391 | | 2021 | 10,531,649 | (5,750,002) | 16,216,100 | 20,997,747 | | 2020 | 9,797,589 | (5,500,000) | 3,464,113 | 7,761,702 | | Timothy N. Spence | | | | | | 2023 | 9,385,726 | (6,381,769) | 8,132,193 | 11,127,150 | | 2022 | 8,138,659 | (5,437,487) | 4,684,308 | 7,385,480 |
Pay versus Performance Table
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,659,424 | (1,316,236) | 1,890,686 | 3,233,874 | | 2022 | 2,764,020 | (1,396,259) | 856,107 | 2,223,867 | | 2021 | 3,061,398 | (1,374,990) | 3,445,692 | 5,142,100 | | 2020 | 2,325,412 | (1,118,053) | 729,479 | 1,936,839 |
Pay versus Performance Table
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | Greg D. Carmichael | | | | | | | | | 2022 | 4,614,693 | (980,218) | 0 | 1,277,644 | 0 | 0 | 4,912,119 | | 2021 | 8,124,828 | 7,454,466 | 0 | 630,552 | 0 | 6,254 | 16,216,100 | | 2020 | 5,164,819 | (1,301,870) | 0 | (435,141) | 0 | 36,305 | 3,464,113 | | Timothy N. Spence | | | | | | | | | 2023 | 6,071,861 | 1,876,851 | 0 | 174,481 | 0 | 0 | 8,123,193 | | 2022 | 4,603,129 | (232,977) | 0 | 314,156 | 0 | 0 | 4,684,308 |
Pay versus Performance Table
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,252,318 | 519,821 | 0 | 118,547 | 0 | 0 | 1,890,686 | | 2022 | 940,627 | (171,946) | 0 | 80,293 | 0 | 7,134 | 856,107 | | 2021 | 1,942,879 | 1,380,064 | 0 | 124,663 | 0 | 8,086 | 3,445,692 | | 2020 | 1,081,407 | (254,970) | 0 | (104,479) | 0 | 7,521 | 729,479 |
Pay versus Performance Table
| (4) The Peer Group TSR set forth in this table utilizes the KBW Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay versus Performance Table
| (5) We determined Adjusted ROACE to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023, given its impact on our determination of the change in value of the Performance Shares issued to those officers. As described in the Compensation Discussion and Analysis, the core performance measure for Performance Shares granted is Adjusted ROACE, measured against our peer group over a three-year performance period. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Provided in the table above are the corresponding fiscal year Adjusted ROACE measure, versus the cumulative three-year measurement. Adjusted ROACE is a non-GAAP measure and is calculated as cumulative adjusted net income available to our common shareholders divided by average adjusted common shareholders’ equity. Adjusted net income available to our common shareholders is determined based upon the financial results for the fiscal year, adjusted for the following items: changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results; significant legal and regulatory settlements; asset write-downs, write-offs, dispositions, or sales (except Worldpay investments) resulting from a change in business strategy; Mark-to-Market impacts on the Visa swap and gains associated with the redemption or sale of Visa shares; merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges; gains or losses on securities. Average adjusted common shareholders’ equity is based upon reported financial results, adjusted to exclude accumulated other comprehensive income. |
Pay versus Performance Table
| Fifth Third 2024 Proxy Statement | 87 |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the three most recently completed fiscal years.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROACE
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROACE The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Annual Adjusted ROACE during each of the four most recently completed fiscal years.