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
Pay vs Performance
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and the Company’s performance against several specific financial metrics. For further information regarding our executive compensation programs, the metrics the Human Capital and Compensation Committee used to set executive compensation for 2024 (which is different than the financial metrics we are required to include in the tables and discussion below) and our pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis” starting on page 41.
Pay versus Performance Table
The table below reflects Compensation Actually Paid to the Company’s Principal Executive Officer (“PEO”) and average Compensation Actually Paid to Non-PEO Named Executive Officers during 2020 through 2024. In addition, the table compares our Total Shareholder Return (“TSR”) against peer group TSR using the KBW Bank Index.
| Summary CompensationTable Total for PEO · Compensation ActuallyPaid to PEO | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year · Timothy N.Spence(1) ($) · Greg D. Carmichael(1)($) · Timothy N.Spence(1), (2),(3)($) · Greg D. Carmichael(1),(2),(3)($) · AverageSummaryCompensationTable Totalfor Non-PEONEOs(1)($) · AverageCompensationActually Paidto Non-PEONEOs($) · Value ofInitial Fixed$100Investmentbased on:(4) · NetIncome($ Millions) · AdjustedROACE (5) | ||||||||||
| TSR($) · PeerGroupTSR($) | ||||||||||
| (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | 10,107,358 | — | 16,557,033 | — | 4,997,796 | 6,888,467 | 168.43 | 132.63 | 2,314 | 10.64% |
| 2023 | 9,385,726 | — | 11,127,150 | — | 2,659,424 | 3,233,874 | 132.49 | 96.66 | 2,349 | 11.9% |
| 2022 | 8,138,659 | 11,020,287 | 7,385,480 | 9,082,391 | 2,764,020 | 2,223,867 | 120.03 | 97.53 | 2,446 | 12.5% |
| 2021 | — | 10,531,649 | — | 20,997,747 | 3,061,398 | 5,142,100 | 153.73 | 124.08 | 2,770 | 14.5% |
| 2020 | — | 9,797,589 | — | 7,761,702 | 2,325,412 | 1,936,839 | 94.64 | 89.69 | 1,427 | 8.4% |
| (1) | The amounts reported in columns (b) reflect the Summary Compensation Table Total for Mr. Carmichael and Mr. Spence for the years in which they served as PEO. For the years reported in the table, Greg D. Carmichael was our PEO from January 2020 to July 2022, and Timothy N. Spence has been our PEO since July 2022. The amounts reported in column (d) reflect the average Summary Compensation Table Total amounts for the Non-PEO Executive Officers for the respective years. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| 2020 | 2021 | 2022 | 2023 | 2024 |
| James C. Leonard | James C. Leonard | James C. Leonard | James C. Leonard | Bryan D. Preston |
| Tayfun Tuzun | Timothy N. Spence | Robert P. Shaffer | Robert P. Shaffer | James C. Leonard |
| Lars C. Anderson | Lars C. Anderson | Kevin P. Lavender | Kevin P. Lavender | Robert P. Shaffer |
| Timothy N. Spence | Kevin P. Lavender | Howard Hammond | Jude A. Schramm | Kevin P. Lavender |
| Robert P. Shaffer | ||||
|---|---|---|---|---|
| Frank R. Forrest | ||||
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted |
in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) |
|---|---|---|---|---|
| Timothy N. Spence | ||||
| 2024 | 10,107,358 | (6,418,555) | 12,868,230 | 16,557,033 |
| 2023 | 9,385,726 | (6,381,769) | 8,123,193 | 11,127,150 |
| 2022 | 8,138,659 | (5,437,487) | 4,684,308 | 7,385,480 |
| Greg D. Carmichael | ||||
| 2022 | 11,020,287 | (6,850,015) | 4,912,119 | 9,082,391 |
| 2021 | 10,531,649 | (5,750,002) | 16,216,100 | 20,997,747 |
| 2020 | 9,797,589 | (5,500,000) | 3,464,113 | 7,761,702 |
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEONEOs ($) |
|---|---|---|---|---|
| 2024 | 4,997,796 | (3,384,239) | 5,274,910 | 6,888,467 |
| 2023 | 2,659,424 | (1,316,236) | 1,890,686 | 3,233,874 |
| 2022 | 2,764,020 | (1,396,259) | 856,107 | 2,223,867 |
| 2021 | 3,061,398 | (1,374,990) | 3,445,692 | 5,142,100 |
| 2020 | 2,325,412 | (1,118,053) | 729,479 | 1,936,839 |
The amounts in the Inclusion of Equity V
a
lues in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-EndFair Value ofEquityAwardsGrantedDuring YearThatRemainedUnvested asof Last Dayof Year forPEO($) | Change inFair Valuefrom LastDay of PriorYear toLast Day ofYear ofUnvestedEquityAwards forPEO($) | Vesting-Date FairValue ofEquityAwardsGrantedDuring Yearthat VestedDuring Yearfor PEO($) | Change inFair Valuefrom LastDay of PriorYear toVesting Dateof UnvestedEquityAwards thatVestedDuring Yearfor PEO($) | Fair Value atLast Day ofPrior Year ofEquityAwardsForfeitedDuring Yearfor PEO($) | Value ofDividends orOtherEarningsPaid onStock orOptionAwards NotOtherwiseIncluded forPEO($) | Total -Inclusion ofEquityValues forPEO($) |
|---|---|---|---|---|---|---|---|
| Timothy N. Spence | |||||||
| 2024 | 8,688,375 | 4,293,218 | 0 | (113,363) | 0 | 0 | 12,868,230 |
| 2023 | 6,071,861 | 1,876,851 | 0 | 174,481 | 0 | 0 | 8,123,193 |
| 2022 | 4,603,129 | (232,977) | 0 | 314,156 | 0 | 0 | 4,684,308 |
| Greg D. Carmichael | |||||||
| 2022 | 4,614,693 | (980,218) | 0 | 1,277,644 | 0 | 0 | 4,912,119 |
| 2021 | 8,124,828 | 7,454,466 | 0 | 630,552 | 0 | 6,254 | 16,216,100 |
| 2020 | 5,164,819 | (1,301,870) | 0 | (435,141) | 0 | 36,305 | 3,464,113 |
| Fifth Third 2025 Proxy Statement | 77 |
| Year | Average Year-End Fair Value ofEquity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | AverageChange inFair Valuefrom LastDay of PriorYear to LastDay of Yearof UnvestedEquityAwards forNon-PEONEOs($) | AverageVesting-DateFair Value ofEquityAwards GrantedDuring Yearthat VestedDuring Yearfor Non-PEONEOs($) | AverageChange inFair Valuefrom LastDay of PriorYear toVesting Dateof UnvestedEquityAwards thatVestedDuring Yearfor Non-PEONEOs($) | Average FairValue at LastDay of PriorYear ofEquity AwardsForfeitedDuring Yearfor Non-PEONEOs($) | AverageValue ofDividends orOtherEarnings Paid onStock orOptionAwards NotOtherwiseIncluded forNon-PEONEOs($) | Total -AverageInclusion ofEquityValues for Non-PEONEOs($) |
|---|---|---|---|---|---|---|---|
| 2024 | 4,481,098 | 838,602 | 0 | (44,790) | 0 | 0 | 5,274,910 |
| 2023 | 1,252,318 | 519,821 | 0 | 118,547 | 0 | 0 | 1,890,686 |
| 2022 | 940,627 | (171,946) | 0 | 80,293 | 0 | 7,134 | 856,107 |
| 2021 | 1,942,879 | 1,380,064 | 0 | 124,663 | 0 | 8,086 | 3,445,692 |
| 2020 | 1,081,407 | (254,970) | 0 | (104,479) | 0 | 7,521 | 729,479 |
| (4) | The Peer Group TSR set forth in this table utilizes the KBW Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (5) | We determined Adjusted ROACE to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024, given its impact on our determination of the change in value of the Performance Shares issued to those officers. As described in the Compensation Discussion and Analysis, the core performance measure for Performance Shares granted is Adjusted ROACE, measured against our peer group over a three-year performance period. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Provided in the table above are the corresponding fiscal year Adjusted ROACE measure, versus the cumulative three-year measurement. Adjusted ROACE is a non-GAAP measure and is calculated as cumulative adjusted net income available to our common shareholders divided by average adjusted common shareholders’ equity. Adjusted net income available to our common shareholders is determined based upon the financial results for the fiscal year, adjusted for the following items: changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results; significant legal and regulatory settlements; asset write-downs, write-offs, dispositions, or sales resulting from a change in business strategy; Mark-to-Market impacts on the Visa swap and gains associated with the redemption or sale of Visa shares; merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges; gains or losses on securities. Average adjusted common shareholders’ equity is based upon reported financial results, adjusted to exclude accumulated other comprehensive income. |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years.
| Fifth Third 2025 Proxy Statement | 79 |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted ROACE
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Annual Adjusted ROACE during each of the five most recently completed fiscal years.
| (1) | Adjusted ROACE is a non-GAAP measure and is calculated as cumulative adjusted net income available to our common shareholders divided by average adjusted common shareholders’ equity. Adjusted net income available to our common shareholders is determined based upon the financial results for the fiscal year, adjusted for the following items: changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results; significant legal and regulatory settlements; asset write-downs, write-offs, dispositions, or sales from a change in business strategy; Mark-to-Market impacts on the Visa swap and gains associated with the redemption or sale of Visa shares; merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges; gains or losses on securities. Average adjusted common shareholders’ equity is based upon reported financial results, adjusted to exclude accumulated other comprehensive income. |
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over the five most recently completed fiscal years to that of the KBW Bank Index over the same period.
Tabular List of Most Important Performance Measures
The following table presents the financial performance measures that the Company considers to be the
m
ost important in linking Compensation Actually Paid to our PEOs and other NEOs for 2024 to Company performance. The measures in this table are not ranked.
Adjusted Return on Average Common Equity
Adjusted Earnings Per Share
Adjusted Return on Assets
Adjusted Efficiency Ratio
| Fifth Third 2025 Proxy Statement | 81 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.