FIFTH THIRD BANCORP
For the period ended Apr 15, 2025. Filed Mar 4, 2025.
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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
Contents
Board of Directors Compensation
Each non-employee director is awarded an annual cash retainer and an award of restricted stock units (“RSUs”) for his or her service on the Board. The Human Capital and Compensation Committee reviewed director compensation for 2024 in consultation with its independent compensation consultant in light of best practices, peer institution benchmarking (using the same Compensation Peer Group as used for the executive pay analysis), and other relevant factors. As a result of the review, the Board determined that non-employee director compensation design and pay levels are consistent with competitive market practice and recommended no changes for 2024. Employee directors receive no additional compensation for their Board service. In addition to the 2024 compensation structure described below, non-employee directors were reimbursed for reasonable out-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its Committees.
| Element of Compensation · Position · 2024 Amount ($)(1)(2) | ||||||
|---|---|---|---|---|---|---|
| Annual Retainer (cash) | Board Member | 100,000 | ||||
| Lead Independent Director Additional Retainer | 90,000 | |||||
| Annual Retainer (equity) | Board Member | 140,000 | ||||
| Non-Executive Chair Additional Retainer(3) | 175,000 | |||||
| Annual Committee Retainers | Audit Committee | Chair | 45,000 | |||
| Member | 15,000 | |||||
| Risk and Compliance Committee | Chair | 45,000 | ||||
| Member | 15,000 | |||||
| Human Capital and Compensation Committee | Chair | 25,000 | ||||
| Nominating and Corporate Governance Committee | Chair | 25,000 | ||||
| Finance Committee | Chair | 55,000 | ||||
| Technology Committee | Chair | 25,000 | ||||
| (1) | Payments of cash retainers are made in arrears on a quarterly basis each January, April, July, and October. |
| (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. |
| (3) | As applicable. |
The Company’s 2024 Incentive Compensation Plan provides that the Human Capital and Compensation Committee has full authority to provide equity-based or other incentive awards to non-employee directors. The equity-based awards shown in the table below were granted under that plan.
Pursuant to the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, such directors may annually elect to defer from one-half to all of their cash compensation. The deferred funds receive earnings based on the mutual fund(s) elected by each director. The directors do not receive any above-market or preferential earnings. Under the plan, directors may not defer their future cash compensation into Company stock. Directors may also defer their RSUs under this plan.
BOARD OF DIRECTORS COMPENSATION
The following table summarizes the compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2024. The amounts listed in the “Stock Awards” column represent RSU awards that vest at the completion of a director’s service on the Board. The award relates to the fiscal year in which it was granted. Directors did not receive any option awards, non-equity incentive compensation, or above market or preferential earnings from nonqualified deferred compensation in 2024. The 2024 Incentive Compensation Plan establishes a shareholder-approved annual limitation of $700,000 on the amount of cash compensation and the value of shares (determined on the date of the grant) paid to any non-employee director in a calendar year.
| 2024 Director Compensation | |||||||
|---|---|---|---|---|---|---|---|
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Nicholas K. Akins | 175,659 | 140,000 | — | — | — | — | 315,659 |
| B. Evan Bayh, III | 106,841 | 140,000 | — | — | — | — | 246,841 |
| Jorge L. Benitez | 140,000 | 140,000 | — | — | — | — | 280,000 |
| Katherine B. Blackburn | 115,000 | 140,000 | — | — | — | — | 255,000 |
| Emerson L. Brumback | 131,319 | 140,000 | — | — | — | — | 271,319 |
| Linda W. Clement-Holmes | 115,000 | 140,000 | — | — | — | — | 255,000 |
| C. Bryan Daniels | 130,000 | 140,000 | — | — | — | — | 270,000 |
| Laurent Desmangles | 115,000 | 140,000 | — | — | — | — | 255,000 |
| Mitchell S. Feiger | 128,681 | 140,000 | — | — | — | — | 268,681 |
| Thomas H. Harvey | 140,000 | 140,000 | — | — | — | — | 280,000 |
| Gary R. Heminger | 170,000 | 140,000 | — | — | — | — | 310,000 |
| Eileen A. Mallesch | 160,000 | 140,000 | — | — | — | — | 300,000 |
| Michael B. McCallister | 133,159 | 140,000 | — | — | — | — | 273,159 |
| Kathleen A. Rogers | 130,000 | 140,000 | — | — | — | — | 270,000 |
| Marsha C. Williams | 108,159 | 140,000 | — | — | — | — | 248,159 |
| (1) | The values shown for stock awards in the Director Compensation Table reflect the grant date fair value of $34.09 which was the closing price of Fifth Third stock on the grant date April 16, 2024. All values are calculated in accordance with FASB ASC Topic 718. |
| Fifth Third 2025 Proxy Statement | 39 |
BOARD OF DIRECTORS COMPENSATION
The Company’s stock ownership guidelines require each non-employee 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 2024, 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, 2024, are provided below.
| Outstanding Equity Awards at December 31, 2024 | |
|---|---|
| Director · Options Awards (#) · Stock Awards (#) | |
| Nicholas K. Akins | 72,164 |
| B. Evan Bayh, III | 52,807 |
| Jorge L. Benitez | 48,167 |
| Katherine B. Blackburn | 58,337 |
| Emerson L. Brumback | 52,807 |
| Linda W. Clement-Holmes | 22,072 |
| C. Bryan Daniels | 32,144 |
| Laurent Desmangles | 7,997 |
| Mitchell S. Feiger | 22,167 |
| Thomas H. Harvey | 31,563 |
| Gary R. Heminger | 52,807 |
| Eileen A. Mallesch | 46,090 |
| Michael B. McCallister | 64,601 |
| Kathleen A. Rogers | 7,997 |
| Marsha C. Williams | 74,264 |
The Human Capital and Compensation Committee reviewed director compensation for 2025 in consultation with its independent compensation consultant in light of best practices, peer institution benchmarking, and other relevant factors. In order to ensure pay levels are consistent with competitive market practices, the Board approved a $10,000 increase to overall director compensation, split equally between cash and equity, effective January 1, 2025. No other changes were recommended for 2025.
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