FIFTH THIRD BANCORP
For the period ended Apr 15, 2025. Filed Mar 4, 2025.
View on SEC.govAbout 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
Contents
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, 2024:
| • | The median annual total compensation of all employees of our company (other than the CEO) was 70,185 and |
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| • | The annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 64, was 10,107,358. |
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Based on this information, for 2024, the ratio of the annual total compensation for our CEO to the median of the annual total compensation of our employees was 144 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 six employees located outside the United States (four in Canada and two in the United Kingdom) who are less than one percent of our total 19,100 employee base. We then examined the total cash compensation (salary, wages, and bonus) for the remaining employees who were employed on December 31, 2024, as reflected in our payroll records and reported to the Internal Revenue Service on Form W-2 for 2024. In making this examination, we annualized the salary of approximately 19,100 full-time employees hired in 2024 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 2024 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 ($) | Median employee ($) | |
|---|---|---|
| Base salary | 1,073,577 | 63,276 |
| Stock awards | 5,428,553 | |
| Option awards | 990,002 | |
| Non-equity incentive plan compensation | 2,314,410 | 4,903 |
| Change in pension value/NQDC earnings | ||
| All other compensation | 300,816 | 2,006 |
| TOTAL | 10,107,358 | 70,185 |
| CEO pay ratio | 144:1 | |
We selected December 31, 2024 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.
| Fifth Third 2025 Proxy Statement | 75 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.