This highlights section does not contain all the information that you should consider before voting. Please read this entire Proxy Statement carefully. For more information on our 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023, a copy of which is available at ir.53.com.
Voting matters and Board recommendations:
| Proposal | Board Recommendation |
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| Election of 16 directors to serve until the Annual Meeting of Shareholders in 2025. | ✓ “FOR” all nominees |
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| Ratification of the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2024. | ✓ “FOR” |
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| Advisory approval of Fifth Third Bancorp’s compensation of its named executive officers. | ✓ “FOR” |
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| Approval of the Fifth Third Bancorp 2024 Incentive Compensation Plan, including the issuance of shares authorized thereunder. | ✓ “FOR” |
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| Approval of the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, including the issuance of shares authorized thereunder. | ✓ “FOR” |
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Casting your vote:
| • | Our Board of Directors is soliciting proxies and voting instructions for the Annual Meeting of Shareholders to be held virtually on Tuesday, April 16, 2024 at 11:30 a.m. Eastern Time. The proxy materials were first made available to shareholders on or about March 4, 2024. |
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| • | Your vote is important! Please cast your vote as soon as possible, but, if you vote by Internet or phone, you must vote no later than 11:59 p.m. Eastern Time on April 15, 2024 for Common Stock held directly and by 11:59 p.m. Eastern Time on April 11, 2024 for Common Stock held in a Plan and for Series A, Class B Preferred Stock. |
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| Internet: www.proxyvote.com | Telephone: 1.800.690.6903 | Mail: Sign, date, and mail the enclosed Proxy card. |
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For more information on how to cast your vote, please see pages 118-119.
| Fifth Third 2024 Proxy Statement | 1 |
Attending the Annual Meeting:
The 2024 Annual Meeting of Shareholders (“Annual Meeting”) of Fifth Third Bancorp (the “Company,” the “Bancorp,” or “Fifth Third”) will be held in a virtual format only, via the internet. We have held virtual meetings in each year since 2020 and will continue to consider the benefits of future virtual meetings. We have carefully and thoughtfully structured our virtual meeting to include opportunities for participation which are consistent with previousin-person meetings. We believe that holding our Annual Meeting virtually facilitates greater shareholder attendance and participation by allowing all shareholders to participate equally, through any internet-connected device from any location, free of cost. In practice, we have experienced increased engagement and shareholder participation at our virtual Annual Meeting than occurred at meetings prior to our adopting a virtual format. Moreover, a virtual meeting has a reduced carbon footprint and less environmental impact compared to anin-person meeting. As described below, we observe best practices for virtual shareholder meetings, including by providing a support line for technical and other assistance and addressing as many relevant shareholder questions as time allows.
The Annual Meeting will start at 11:30 a.m. Eastern Time on April 16, 2024. Shareholders and guests may join the virtual meeting beginning at 11:15 a.m. Eastern Time. Any member of the public is invited to attend as a guest and listen to the Annual Meeting by visitingwww.virtualshareholdermeeting.com/FITB2024 and logging in as a guest. Shareholders of record of Fifth Third Common Stock or of Series A, Class B Preferred Stock, beneficial holders of Fifth Third Common Stock or of Series A, Class B Preferred Stock, or authorized representatives of a beneficial holder of Fifth Third Common Stock or of Series A, Class B Preferred Stock, or their legal proxy holders, as of the close of business on February 20, 2024, the record date, are entitled to submit questions at the virtual Annual Meeting. Shareholders may participate by visiting www.virtualshareholdermeeting.com/FITB2024 and choosing the shareholderlog-in and entering their 16-digit control number that is printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials or your Proxy Card. We encourage shareholders and guests wishing to attend the Annual Meeting to visitwww.virtualshareholdermeeting.com/FITB2024 in advance of the meeting to verify their internet
connection, familiarize themselves with the online access process, and update their devices and/or browsers, as appropriate. The virtual Annual Meeting platform is fully supported across browsers and devices equipped with the most updated version of applicable software and plugins. Additionally, shareholders should allow sufficient time after logging in to ensure that they can hear streaming audio prior to the start of the meeting.
Anyone wishing to attend the meeting and encountering difficulty with the Annual Meeting virtual platform during thesign-in process or at any time during the meeting may utilize technical support provided by the Company through Broadridge Financial Solutions, Inc. Technical support information is provided on thesign-in page.
Shareholders will have substantially the same opportunities to participate in our virtual Annual Meeting as they would have at anin-person meeting. Shareholders will be able to attend, vote (in the case of holders of Common Stock), examine the shareholder list, and submit questions before and during a portion of the meeting via the online platform. Shareholders may submit questions by signing into the virtual meeting platform atwww.virtualshareholdermeeting.com/FITB2024, and by typing a question into the “Ask a Question” field and clicking submit. Shareholders may submit questions beginning on April 9, 2024 by logging onto proxyvote.com with their 16-digit control number. Questions that are germane to the purpose of the Annual Meeting will be answered during the meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. If we receive substantially similar questions, we may combine them.
Shareholders of Common Stock may vote during the Annual Meeting. Shareholders may also vote before the date of the Annual Meeting using one of the methods provided on the proxy card. Holders of depositary shares representing Preferred Stock may only submit voting instructions prior to the Annual Meeting using one of the methods provided on the proxy card. We recommend that shareholders vote by mail, internet, or telephone prior to the Annual Meeting, even if they plan to attend the Annual Meeting virtually.
About Our Company
| Fifth Third is a diversified financial services company headquartered in Cincinnati, Ohio and is the indirect holding company of Fifth Third Bank, National Association. The Bancorp operates three main businesses: Commercial Banking, Consumer and Small Business Banking, and Wealth & Asset Management. Fifth Third has approximately 19,000 employees, banking centers across 11 states, and commercial and consumer lending presence across the United States. | Core Values Work as One Bank Proactively collaborate to achieve shared goals. Take Accountability Own what you do and speak up if something feels wrong, looks wrong, or is wrong. Be Respectful and Inclusive Respect diversity. Fully integrate ideas from varying perspectives. Act with Integrity Be honest. Be fair. Do the right thing. |
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| Fifth Third Bank Footprint Map | Key Strategic Priorities Stability • Defensive balance sheet positioning • Strong credit profile Profitability • Diverse fee mix with high total revenue contribution • Expense discipline Growth • Southeast demographics • Midwest and renewables infrastructure investments • Technology-enabled product innovation |
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| Fifth Third 2024 Proxy Statement | 3 |
Corporate Performance Highlights
Strong financial performance, reflecting solid operating results
| • | Generated record revenue of $8.7 billion in 2023, which increased four percent compared to 2022 |
| • | Prudently managed expenses throughout the year while continuing to invest in the business |
| • | Generated consumer household growth of 3% year-over-year, including 6% growth in our Southeast markets |
Sustainability Leadership
| • | Named one of the World’s Most Ethical Companies® by Ethisphere for the fourth time |
| • | Earned highest marks in Human Rights Campaign’s 2023 Corporate Equality Index |
| • | Exceeded our $180 million commitment to empowering black futures program, a three-year commitment |
| • | $100 billion environmental and social finance target through 2030 |
| • | Operational sustainability targets to be achieved by 2030: |
| • | Purchase 100% renewable power (Achieved) |
| • | Reduce location-based greenhouse gas (“GHG emissions”) (Fifth Third’s scope 1 and 2 emissions) by 75% (currently at 50%) |
| • | Reduce energy use by 40% (currently at 39%) |
| • | Reduce potable water use by 50% (currently at 37%) |
| • | Divert 75% of waste from going to landfills (currently at 58%) |
| • | Reduce paper use by 75% and purchase remaining paper from certified sources (currently at 63%) |
Robust capital & liquidity
| • | Completed our risk-weighted assets initiative and grew our Common Equity Tier 1 ratio 100 bps in 2023 to 10.3% |
| • | Achieved full Category 1 liquidity coverage ratio (“LCR”) compliance on August 31, 2023 and have maintained it since. |
| • | Remained heavily core-funded, with loan-to-core deposit ratio ending the year at 72% |
Strong shareholder returns
| • | Increased quarterly cash dividend on common shares two cents, or 6%. |
| • | Generated total shareholder return of 10% in 2023, which ranks #1 among peers* |
Balance sheet management
| • | Delivered industry-leading deposit growth while gaining, or maintaining, deposit market share rank in all 40 of our largest markets |
| • | On January 3, 2024, 23% of the available for sale (“AFS”) securities portfolio was transferred to held to maturity (“HTM”) to mitigate accumulated other comprehensive income (“AOCI”) volatility |
Disciplined risk management
| • | Credit results continue to demonstrate our disciplined client selection, conservative underwriting and granular, high-quality relationships |
| • | Asset quality trends remain strong and below historical averages |
| * | Excluding First Citizens, as it participated in an FDIC-assisted acquisition |
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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
2024 Director Nominee Overview
| Name | Age | Gender | Ethnicity | DirectorSince | Other Public Company Boards* |
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| Nicholas K. Akins | 63 | M | White | 2013 | DTE EnergyGE VernovaAmerican Electric Power (2023) |
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| B. Evan Bayh, III | 68 | M | White | 2011 | Marathon Petroleum Company Berry Global Group, Inc. RLJ Lodging Trust |
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| Jorge L. Benitez | 64 | M | Latino | 2015 | World Fuel ServicesInterpublic Group |
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| Katherine B. Blackburn | 58 | F | White | 2014 | None |
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| Emerson L. Brumback | 72 | M | White | 2009 | None |
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| Linda W. Clement-Holmes | 61 | F | African American | 2020 | Cincinnati Financial Corporation |
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| C. Bryan Daniels | 65 | M | White | 2019 | MB Financial, Inc. (2019) |
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| Laurent Desmangles | 56 | M | AfricanAmerican | 2023 | None |
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| Mitchell S. Feiger | 65 | M | White | 2020 | MB Financial, Inc. (2019) |
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| Thomas H. Harvey | 63 | M | White | 2019 | MB Financial, Inc. (2019) |
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| Gary R. Heminger | 70 | M | White | 2006 | PPG Industries, Inc. Marathon Petroleum Company (2020) MPLX GP LLC (2020) |
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| Eileen A. Mallesch | 68 | F | White | 2016 | Arch Capital Group, Ltd. Brighthouse Financial State Auto Financial Corp. (2021) Libbey, Inc. (2020) |
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| Michael B. McCallister | 71 | M | White | 2011 | AT&T, Inc. Zoetis, Inc. |
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| Kathleen A. Rogers | 58 | F | White | 2023 | Federal Home Loan Bank of Cincinnati |
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| Timothy N. Spence | 45 | M | White | 2022 | None |
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| Marsha C. Williams | 72 | F | White | 2008 | Modine Manufacturing Company Davis Funds Crown Holdings, Inc. McDermott International, Inc. (2020) |
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| * | The year in which a public company directorship previously ended is indicated by the parenthetical year following the company name. |
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| Fifth Third 2024 Proxy Statement | 5 |
Diverse Skills and Attributes Among Board Nominees
| Accounting/ Financial Reporting | Financial Services Industry | |
| 11/16 | | 11/16 |
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| Compensation and Benefits | Human Capital Management | |
| 13/16 | | 13/16 |
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| Corporate Governance | Legal and Regulatory | |
| 16/16 | | 10/16 |
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| Cybersecurity | Risk Management | |
| 8/16 | | 14/16 |
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| Digital Innovation and FinTech | Strategic Planning | |
| 9/16 | | 16/16 |
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| Executive Management | Sustainability | |
| 16/16 | | 12/16 |
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∎ represents each director who possesses the skill or attribute
Board Diversity Matrix
| 2024 | 2023 |
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| Female | Male | Female | Male |
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| Total Number of Directors | 16 | 16 | |
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| Part I: General Identity |
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| Directors | 5 | 11 | 5 | 11 |
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| Part II: Demographic Background |
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| African American or Black | 1 | 1 | 2 | — |
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| Hispanic or Latinx | — | 1 | — | 1 |
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| White | 3 | 10 | 3 | 10 |
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| LGTBQ+ | — | — | — | — |
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| Directors’ Gender | Directors’ Ethnicity | Directors’ Average Tenure | Directors’ Independence |
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| Fifth Third 2024 Proxy Statement | 7 |
Board Governance Overview
Fifth Third’s Board of Directors is committed to strong and effective governance and oversight. Annually, the Board reviews and enhances, as necessary, its practices related to Board independence, Board accountability, and Board effectiveness. Below are some highlights of our Board governance program.
Board Independence
| • | Strong Lead Independent Director: Mr. Akins, our Lead Independent Director, provides strong leadership of the independent directors through responsibilities expressly defined in Fifth Third’s Corporate Governance Guidelines. The Lead Independent Director is annually elected by all independent directors. |
| • | Substantial Majority of Independent Directors: The Board of Directors is comprised of a substantial majority of independent directors. The Board has affirmatively determined that all director nominees are considered independent under applicable Nasdaq standards except Mr. Spence, our President and CEO. |
| • | Independent Director-Led Committees: All Committees of the Board of Directors are led by and entirely comprised of independent directors. |
| • | Executive Sessions: Independent directors regularly meet in executive session throughout the year. |
| • | Engagement with Regulators: Fifth Third’s regulators are invited to meet with independent directors outside the presence of management. |
Board Accountability
| • | Ethics Training and Certification: Directors receive annual ethics training and must review and acknowledge the Code of Business Conduct and Ethics on an annual basis. |
| • | Attendance: The Board of Directors and its Committees had a 96% aggregate attendance rate in 2023. |
| • | Majority Voting Standards: Fifth Third utilizes majority voting requirements for uncontested director elections, and all directors must be elected annually with no staggered or multi-year terms. In addition, in 2021, Fifth Third eliminated supermajority voting requirements for shareholder approval of amendments to the Articles of Incorporation and for certain business mergers and combinations. |
| • | Retirement Age: Our Code of Regulations provides that a director should not stand for re-election at the Annual Meeting following his or her 72nd birthday; provided that the Nominating and Corporate Governance Committee may waive this requirement upon consideration of relevant factors listed in our Corporate Governance Guidelines. |
| • | 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. |
| • | Oversight of Strategy: The Board of Directors actively oversees the development of strategic objectives during its September Board meeting and receives updates on the implementation of the strategic plan throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan. |
| • | Proxy Access: The Board amended the Bancorp’s Regulations in 2020 to allow proxy access. |
| • | Stock Ownership Requirements: Directors are required to own Fifth Third stock equal in value to six times their annual director salary (not including fees for Committee service) within five years of their Board appointment. |
| • | Oversight of Executive Management Succession Planning: The Board engages in an annual executive management succession planning review meeting, in addition to regular succession planning discussions at the Committee level. |
Board Effectiveness
| • | Robust Self-Assessments, Including Lead Independent Director Interviews: The Board of Directors and the Nominating and Corporate Governance Committee oversee the annual self-evaluation process, which includes both written assessments of the Board and each Committee and interviews between the Lead Independent Director and each independent director. Management implements action plans based on directors’ feedback and reports to the Board on the implementation of those plans to ensure continuous improvement. |
| • | Director Diversity, Skills, and Expertise: The Board annually evaluates Board effectiveness and reviews directors’ diversity, skills, and expertise to ensure the Board represents a diverse skill set oriented to the historical and emerging needs of the business. Two of our Committees are led by diverse directors. Our directors’ ages (45-72 years) span multiple generations, which provides unique perspectives. |
| • | Strong Director Education Program: Fifth Third has instituted a robust director education program, approved annually by the Board, to enhance directors’ knowledge on topics relevant to oversight of a large financial institution. Director education sessions typically occur at every regularly scheduled Board meeting and also several times a year in Committee meetings. In 2023, the Board and its Committees had a total of 30 education sessions. |
| • | Broad Director Onboarding Program: Our Board-approved, comprehensive Director Onboarding Program seeks to quickly integrate new directors in our business and culture and features one-on-one sessions with senior executives and functional area representatives, facility tours, and training on company policies and industry trends. |
| • | Board Succession Planning: The Board, and its relevant Committees, regularly discuss director succession planning, focusing on business needs, industry trends, diverse perspectives, and shareholder expectations. Given scheduled director retirements in the next several years, the Board and its relevant Committees have prioritized succession planning activity. |
| • | Committee Refreshment: The Nominating and Corporate Governance Committee annually reviews the leadership and membership of each Committee and recommends adjustments, as necessary. Additionally, approximately every two to three years, the Committee undertakes a thorough recalibration analysis to address Committee leadership and membership in light of new and anticipated business programs and regulatory requirements, succession planning initiatives, and director development, while ensuring ongoing consistency and continuity. |
| • | Over-boarding Restrictions: Directors are subject to over-boarding restrictions, updated in 2021, to improve Board effectiveness, ensure that directors have sufficient time and attention to devote to their duties at Fifth Third, and more closely align with shareholder expectations. Directors may serve on four total public company boards, and directors who are active CEOs may serve on two total public company boards. |
| • | Strong Corporate Governance Guidelines: The Corporate Governance Guidelines and Board Committee Charters are reviewed annually to maintain strong and sound governance practices. |
Voting Power
There are currently 683,550,149 outstanding shares of Fifth Third Common Stock and each share is entitled to one vote on all proposals at the meeting. In addition, there are 200,000 outstanding shares of Series A, Class B Preferred Stock (represented by approximately 8,000,000 depositary shares). Each share of Series A, Class B Preferred Stock has 24 votes per share on all proposals at the meeting. The total voting power of all outstanding shares of Series A, Class B Preferred Stock is equal to 4,800,000 votes of our Common Stock, or less than one percent of the total voting power of our outstanding Common Stock.
| Fifth Third 2024 Proxy Statement | 9 |
Item 2: Ratification of the Appointment of Deloitte & Touche LLP to Serve as Independent Auditor
The Board of Directors proposes to ratify the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2024. The Audit Committee and the Board of Directors believe Deloitte & Touche’s continued service as Fifth Third’s independent external audit firm is in the best interests of the Company and our shareholders. The Audit Committee will further evaluate the appointment of Deloitte & Touche LLP as independent external audit firm if the appointment is not ratified by a majority of shareholders.
Our Audit Committee and our Board of Directors recommend a vote “For” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent external audit firm for 2024. For more information on this item, please see page 95. This item appears as Item 2 on your proxy card.
Item 3: Advisory Approval of the Company’s Compensation of its Named Executive Officers
The Board of Directors seeks advisory approval of the compensation for Fifth Third’s Named Executive Officers. The Human Capital and Compensation Committee and our Board of Directors have established a compensation philosophy and a compensation program that rewards employees for delivering the right products to the right customers. Our compensation program considers our shareholders’ long-term interests and align with Fifth Third’s values, while also staying within our risk tolerance.
Our Human Capital and Compensation Committee and our Board of Directors recommend a vote “For” the advisory approval of the compensation of our Named Executive Officers. For more information on this item, please see page 96. This item appears as Item 3 on your proxy card.
Executive Compensation Highlights
Our Named Executive Officers have approximately 50% or more of their target total compensation delivered in the form of long-term, equity-based compensation.
2023 Total Compensation Pay Mix(1)
| Chief Executive Officer | Average of Other NEOs |
| (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. |
Our compensation program incorporates best practices in governance and executive compensation, including the following:
| Compensation matter | Fifth Third’s practice |
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| Frequency of pay equity practices review | Annual |
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| Frequency of say-on-pay advisory vote | Annual |
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| Robust code of business conduct and ethics | ✓ |
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| Pay for performance | ✓ |
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| Employment agreements for executive officers | ✘ |
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| Excessive perks | ✘ |
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| Fifth Third 2024 Proxy Statement | 11 |
Item 4: Approval of the Fifth Third Bancorp 2024 Incentive Compensation Plan
The Board of Directors proposes the approval of the Fifth Third Bancorp 2024 Incentive Compensation Plan, including the issuance of shares authorized thereunder. The Board of Directors has adopted the Fifth Third Bancorp 2024 Incentive Compensation Plan, subject to shareholder approval, to replace the Fifth Third Bancorp 2021 Incentive Compensation Plan. The Fifth Third Bancorp 2024 Incentive Compensation Plan is intended to promote the success of the Company by providing incentives to its employees and Directors that link their personal interests to the financial success of the Company and to the growth of shareholder value.
The Board of Directors recommends a vote “For” the approval of Fifth Third Bancorp 2024 Incentive Compensation Plan. For more information on this item, please see page 97. This item appears as Item 4 on your proxy card.
Item 5: Approval of the Fifth Third Bancorp 2024 Employee Stock Purchase Plan
The Board of Directors proposes the approval of the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, including the issuance of shares authorized thereunder. The Board of Directors has adopted the Fifth Third Bancorp 2024 Employee Stock Purchase Plan, subject to shareholder approval, to replace the Fifth Third Bancorp 1993 Stock Purchase Plan. The Fifth Third Bancorp 2024 Employee Stock Purchase Plan will facilitate the purchase of the Company’s Common Stock by employees. The Company believes that employee stock ownership will promote productivity and encourage continued growth of Company for the mutual benefit of the Company’s employees and shareholders.
The Board of Directors recommends a vote “For” the approval of Fifth Third Bancorp 2024 Employee Stock Purchase Plan. For more information on this item, please see page 108. This item appears as Item 5 on your proxy card.
Sustainability Highlights
Stakeholder Engagement and Materiality Assessment
In early 2020, Fifth Third completed our first stakeholder materiality assessment to determine which sustainability topics are most material to our Company. Based on the feedback we received from a stakeholder survey and through discussions with our executive leadership team, we identified and prioritized the sustainability topics below according to their relative degree of importance in our 2019 ESG Report. We used the results from our materiality assessment to guide our sustainability strategy, disclosures and reporting.
In early 2022, Fifth Third engaged a leading third party to facilitate an updated stakeholder materiality assessment through key stakeholder and company interviews and surveys. It’s important to note that all the topics below are important to the Company and that we continue to use the results of our prior materiality assessments, as well as our ongoing stakeholder engagement, to guide our sustainability strategy, disclosures and reporting.
Each of the sustainability topics below are integrated into our business strategy and support our focus of delivering sustainable financial performance.
| Fifth Third 2024 Proxy Statement | 13 |
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.
Sustainability priorities update
