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
Compensation Discussion and Analysis
The Company’s Compensation Discussion and Analysis provides information concerning the compensation for its Named Executive Officers. This information is set forth in the following sections:
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
2024 Executive Compensation Plan Design and Award Decisions
Base Salary • 2024 Variable Compensation Plan Design • Variable Compensation Plan Performance Goals • Performance Against Variable Compensation Plan Goals • Determination of Variable Compensation Plan Awards • 2024 Long-term, Equity-based Incentive Compensation Plan Design • Payout of 2022 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
2025 Executive Compensation Plan Design Changes
2025 Variable Compensation Plan Changes • 2025 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 • Enterprise Insider Trading and Ethical Investing Policy • Prohibition on Hedging and Pledging • Clawbacks and Recoupments • Practices Related to the Timing of Equity Awards
Tax and Accounting Impacts of Compensation Programs
Deductibility of Executive Compensation • Accounting and Financial Reporting
| Fifth Third 2025 Proxy Statement | 41 |
In the various sections of this Compensation Discussion and Analysis, we will describe our compensation philosophy, methodology, structure and how pay decisions were made in 2024. We will focus on the compensation of individuals who served in the following roles during fiscal year 2024, who are referred to as our Named Executive Officers (collectively, “Named Executive Officers” or “NEOs”):
| Timothy N. Spence | President and Chief Executive Officer |
|---|---|
| Bryan D. Preston | Executive Vice President and Chief Financial Officer |
| James C. Leonard | Executive Vice President and Chief Operating Officer |
| Robert P. Shaffer | Executive Vice President and Chief Risk Officer |
| Kevin P. Lavender | Executive Vice President and Head of Commercial Bank |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.