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FIFTH THIRD BANCORP

For the period ended Apr 15, 2025. Filed Mar 4, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 15, 2025 · Filed Mar 4, 2025

FITB$53.04-0.8%Stored close · as of Nov 6, 2026
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2025 Executive Compensation Plan Design Changes

2025 VCP Changes. 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 2024 for the 2025 plan updates, there were no changes to the VCP core plan or funding design. Modest changes were made to the funding modifier to align with the Company’s strategic objectives of stability, profitability, and growth. The emphasis for evaluation of the overall modifier will be on continuing to provide superior return levels compared to our peers, while requiring we maintain stable capital and liquidity positions and continue to appropriately invest in long term success with strategic initiatives. The potential impact of the modifier remains at +/- 20 funding points, with the Committee retaining unlimited downward discretion for individual performance and risk assessments. Full modifier details are reflected in the table below.

2025 Long-term, Equity-based Incentive Plan Changes. The Company and the Committee review the long-term, equity-based incentive plan annually to determine necessary changes for the upcoming year (e.g., award mix, performance measures, modifiers). During the 2024 review for the 2025 plan, the Committee approved removing SARs from the award mix. The new mix for 2025 and beyond will consist of 60% Performance Share Units and 40% Restricted Stock Units. This adjustment, with a heavier emphasis on Performance Share Units, aligns better with market practice, appropriately aligns compensation with financial outcomes that drive shareholder value, and promotes retention and stock ownership.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.