This highlights section does not contain all the information that you should consider before voting. Please read this entire Proxy Statement carefully. For more information on our 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024, a copy of which is available at ir.53.com.
Voting matters and Board recommendations:
| Proposal | Board Recommendation |
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| Election of 13 directors to serve until the Annual Meeting of Shareholders in 2026. | ✓ “FOR” all nominees |
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| Ratification of the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2025. | ✓ “FOR” |
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| Advisory approval of Fifth Third Bancorp’s compensation of its named executive officers. | ✓ “FOR” |
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Casting your vote:
| • | Our Board of Directors is soliciting proxies and voting instructions for the Annual Meeting of Shareholders to be held virtually on Tuesday, April 15, 2025 at 11:30 a.m. Eastern Time. The proxy materials were first made available to shareholders on or about March 4, 2025. |
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| • | Your vote is important! Please cast your vote as soon as possible. If you vote by Internet or phone, you must vote no later than 11:59 p.m. Eastern Time on April 14, 2025 for Common Stock held directly and by 11:59 p.m. Eastern Time on April 10, 2025 for Common Stock held in a Plan and for Series A, Class B Preferred Stock. |
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| Internet: www.proxyvote.com | Telephone: 1.800.690.6903 | Mail: Sign, date, and mail the enclosed Proxy card. |
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For more information on how to cast your vote, please see pages 94-95.
| Fifth Third 2025 Proxy Statement | 1 |
Attending the Annual Meeting:
The 2025 Annual Meeting of Shareholders (“Annual Meeting”) of Fifth Third Bancorp (the “Company,” the “Bancorp,” or “Fifth Third”) will be held in a virtual format only, via the internet. We have held virtual meetings in each year since 2020 and will continue to consider the benefits of future virtual meetings. We have carefully and thoughtfully structured our virtual meeting to include opportunities for participation which are consistent with previous in-person meetings. We believe that holding our Annual Meeting virtually facilitates greater shareholder attendance and participation by allowing all shareholders to participate equally, through any internet-connected device from any location, free of cost. In practice, we have experienced increased engagement and shareholder participation at our virtual Annual Meeting than occurred at meetings prior to our adopting a virtual format. As described below, we observe best practices for virtual shareholder meetings, including by providing a support line for technical and other assistance and addressing as many relevant shareholder questions as time allows.
The Annual Meeting will start at 11:30 a.m. Eastern Time on April 15, 2025. Shareholders and guests may join the virtual meeting beginning at 11:15 a.m. Eastern Time. Any member of the public is invited to attend as a guest and listen to the Annual Meeting by visitingwww.virtualshareholdermeeting.com/FITB2025 and logging in as a guest. Shareholders of record of Fifth Third Common Stock or of Series A, Class B Preferred Stock, beneficial holders of Fifth Third Common Stock or of Series A, Class B Preferred Stock, or authorized representatives of a beneficial holder of Fifth Third Common Stock or of Series A, Class B Preferred Stock, or their legal proxy holders, as of the close of business on February 21, 2025, the record date, are entitled to submit questions at the virtual Annual Meeting. Shareholders may participate by visitingwww.virtualshareholdermeeting.com/FITB2025 and choosing the shareholder log-in and entering their 16-digit control number that is printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials or your Proxy Card. We encourage shareholders and guests wishing to attend the Annual Meeting to visitwww.virtualshareholdermeeting.com/FITB2025 in advance of the meeting to verify their internet
connection, familiarize themselves with the online access process, and update their devices and/or browsers, as appropriate. The virtual Annual Meeting platform is fully supported across browsers and devices equipped with the most updated version of applicable software and plugins. Additionally, shareholders should allow sufficient time after logging in to ensure that they can hear streaming audio prior to the start of the meeting.
Anyone wishing to attend the meeting and encountering difficulty with the Annual Meeting virtual platform during the sign-in process or at any time during the meeting may utilize technical support provided by the Company through Broadridge Financial Solutions, Inc. Technical support information is provided on the sign-in page.
Shareholders will have substantially the same opportunities to participate in our virtual Annual Meeting as they would have at an in-person meeting. Shareholders will be able to attend, vote (in the case of holders of Common Stock), examine the shareholder list, and submit questions before and during a portion of the meeting via the online platform. Shareholders may submit questions by signing into the virtual meeting platform atwww.virtualshareholdermeeting.com/FITB2025, and by typing a question into the “Ask a Question” field and clicking submit. Shareholders may submit questions beginning on April 8, 2025 by logging onto proxyvote.com with their 16-digit control number. Questions that are germane to the purpose of the Annual Meeting will be answered during the meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. Substantially similar questions may be combined.
Shareholders of Common Stock may vote during the Annual Meeting. Shareholders may also vote before the date of the Annual Meeting using one of the methods provided on the proxy card. Holders of depositary shares representing Preferred Stock may only submit voting instructions prior to the Annual Meeting using one of the methods provided on the proxy card. We recommend that shareholders vote by mail, internet, or telephone prior to the Annual Meeting, even if they plan to attend the Annual Meeting virtually.
About Our Company
| Fifth Third is a diversified financial services company headquartered in Cincinnati, Ohio and is the indirect holding company of Fifth Third Bank, National Association. The Bancorp operates three main businesses: Commercial Banking, Consumer and Small Business Banking, and Wealth & Asset Management. Fifth Third has approximately 19,000 employees, banking centers across 11 states, and commercial and consumer lending presence across the United States. | Key Strategic Priorities Stability • Resilient balance sheet • Strong credit profile Profitability • Diverse fee mix with high total revenue contribution • Expense discipline • NII growth and NIM expansion Growth • Southeast demographics • Midwest and renewables infrastructure investments • Technology-enabled product innovation |
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Fifth Third Bank Footprint Map
| Fifth Third 2025 Proxy Statement | 3 |
Corporate Performance Highlights
Strong financial performance, reflecting solid operating results
| • | Our adjusted full-year return on assets, return on tangible common equity excluding AOCI, and efficiency ratio all finished among the top in our peer group |
| • | Prudently managed expenses throughout the year while continuing to invest in the business |
| • | Generated consumer household growth of 2.3% year-over-year, including six percent growth in our Southeast markets |
Sustainability
| • | Named one of the World’s Most Ethical Companies® by Ethisphere for the fifth time |
| • | Named among America’s top-performing companies on the issues most important to consumers as measured by JUST Capital and CNBC |
| • | Exceeded our $180 million commitment to prioritize financial access and neighborhood revitalization through our Neighborhood Program |
| • | Achieved over $42 billion towards our $100 billion environmental and social finance target through 2030 |
| • | Operational sustainability targets to be achieved by 2030: |
| • | Purchase 100% renewable power (Achieved) |
| • | Reduce energy use by 40% (Achieved) |
| • | Reduce location-based greenhouse gas (“GHG emissions”) (Fifth Third’s scope 1 and 2 emissions) by 75% (currently at 54%) |
| • | Reduce potable water use by 50% (currently at 35%) |
| • | Divert 75% of waste from going to landfills (currently at 66%) |
| • | Reduce paper use by 75% and purchase remaining paper from certified sources (currently at 65%) |
Robust capital & liquidity
| • | Grew our Common Equity Tier 1 ratio 30 bps in 2024 to 10.6% |
| • | Maintained full Category 1 liquidity coverage ratio (“LCR”) compliance ending the year at 125% |
| • | Remained heavily core-funded, with loan-to-core deposit ratio ending the year at 73% |
Strong shareholder returns
| • | Increased quarterly cash dividend on common shares two cents, or six percent |
| • | Returned $1.6 billion of capital to our shareholders |
Balance sheet management
| • | Highest year-over-year retail deposit growth on a capped branch deposit basis |
| • | Maintained or improved market share rank in every market where we compete |
| • | Resilient balance sheet delivers positive momentum throughout 2024 in net interest income due to deposit rate management and fixed rate asset re-pricing |
Disciplined risk management
| • | Credit results continue to demonstrate our disciplined client selection, conservative underwriting, and granular, high-quality relationships |
| • | Asset quality trends remain strong and near historical averages and had $0 of net charge-offs in commercial real estate for the second straight year |
Item 1: Election of Directors
The Board of Directors proposes the election of 13 directors to serve until the 2026 Annual Meeting of Shareholders. Our directors provide robust and effective governance and oversight. The nominees for director, collectively, represent varying perspectives and provide a broad range of skills, expertise, and experience to guide the Company.
Our Board of Directors recommends a vote “For” each nominee. For more information on our nominees, please see page 15.
Board of Directors Highlights
2025 Director Nominee Overview
| Name | Age | DirectorSince | Other Public Company Boards* |
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| Nicholas K. Akins | 64 | 2013 | DTE EnergyGE VernovaAmerican Electric Power (2023) |
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| B. Evan Bayh, III | 69 | 2011 | Marathon Petroleum Company Berry Global Group, Inc. RLJ Lodging Trust |
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| Jorge L. Benitez | 65 | 2015 | World Fuel ServicesInterpublic Group |
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| Katherine B. Blackburn | 59 | 2014 | None |
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| Linda W. Clement-Holmes | 62 | 2020 | Cincinnati Financial Corporation |
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| C. Bryan Daniels | 66 | 2019 | None |
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| Laurent Desmangles | 57 | 2023 | None |
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| Mitchell S. Feiger | 66 | 2020 | None |
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| Thomas H. Harvey | 64 | 2019 | None |
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| Gary R. Heminger | 71 | 2006 | PPG Industries, Inc. Marathon Petroleum Company (2020) MPLX GP LLC (2020) |
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| Eileen A. Mallesch | 69 | 2016 | Arch Capital Group, Ltd. Brighthouse Financial State Auto Financial Corp. (2021) Libbey, Inc. (2020) |
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| Kathleen A. Rogers | 59 | 2023 | Federal Home Loan Bank of Cincinnati |
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| Timothy N. Spence | 46 | 2022 | None |
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| * | The year in which a public company directorship previously ended is indicated by the parenthetical year following the company name. |
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| Fifth Third 2025 Proxy Statement | 5 |
Skills and Attributes Among Board Nominees
| Accounting/ Financial Reporting | Financial Services Industry | |
| 8/13 | | 8/13 |
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| Compensation and Benefits | Human Capital Management | |
| 10/13 | | 10/13 |
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| Corporate Governance | Legal and Regulatory | |
| 13/13 | | 7/13 |
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| Cybersecurity | Risk Management | |
| 8/13 | | 11/13 |
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| Digital Innovation and FinTech | Strategic Planning | |
| 8/13 | | 13/13 |
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| Executive Management | Sustainability | |
| 13/13 | | 10/13 |
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∎ represents each director who possesses the skill or attribute
Board Governance Overview
Fifth Third’s Board of Directors is committed to strong and effective governance and oversight. Annually, the Board reviews and enhances, as necessary, its practices related to Board independence, Board accountability, and Board effectiveness. Below are some highlights of our Board governance program.
Board Independence
| • | Strong Lead Independent Director: Mr. Akins, our Lead Independent Director, provides strong leadership of the independent directors through responsibilities expressly defined in Fifth Third’s Corporate Governance Guidelines. The Lead Independent Director is annually elected by all independent directors. |
| • | Substantial Majority of Independent Directors: The Board of Directors is comprised of a substantial majority of independent directors. The Board has affirmatively determined that all director nominees are considered independent under applicable Nasdaq standards except Mr. Spence, our President and CEO. |
| • | Independent Director-Led Committees: All standing Committees of the Board of Directors are led by and entirely comprised of independent directors. |
| • | Executive Sessions: Independent directors regularly meet in executive session throughout the year. |
| • | Engagement with Regulators: Fifth Third’s regulators are invited to meet with independent directors outside the presence of management. |
Board Accountability
| • | Ethics Training and Certification: Directors receive annual ethics training and must review and acknowledge the Code of Business Conduct and Ethics on an annual basis. |
| • | Attendance: The Board of Directors and its Committees had a 97% aggregate attendance rate in 2024. |
| • | Majority Voting Standards: Fifth Third utilizes majority voting requirements for uncontested director elections, and all directors must be elected annually with no staggered or multi-year terms. In addition, in 2021, Fifth Third eliminated supermajority voting requirements for shareholder approval of amendments to the Articles of Incorporation and for certain business mergers and combinations. |
| • | Retirement Age: Our Code of Regulations provides that a director should not stand for re-election at the Annual Meeting following his or her 72nd birthday; provided that the Nominating and Corporate Governance Committee may waive this requirement upon consideration of relevant factors listed in our Corporate Governance Guidelines. |
| • | Annually Reviewed Director Pay Program: The Director Pay Program, for non-employee directors, is reviewed and approved annually by the Human Capital and Compensation Committee. |
| • | Oversight of Strategy: The Board of Directors actively oversees the development of strategic objectives during a dedicated board meeting and receives updates on the implementation of the strategic plan throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan. |
| • | Proxy Access: The Board amended the Bancorp’s Regulations in 2020 to allow proxy access. |
| • | Stock Ownership Requirements: Directors are required to own Fifth Third stock equal in value to six times their annual director salary (not including fees for Committee service) within five years of their Board appointment. |
| • | Oversight of Executive Management Succession Planning: The Board engages in an annual executive management succession planning review meeting, in addition to regular succession planning discussions at the Committee level. |
| Fifth Third 2025 Proxy Statement | 7 |
Board Effectiveness
| • | Robust Self-Assessments, Including Lead Independent Director Interviews: The Board of Directors and the Nominating and Corporate Governance Committee oversee the annual self-evaluation process, which includes both written assessments of the Board and each Committee and interviews between the Lead Independent Director and each independent director. Management implements action plans based on directors’ feedback and reports to the Board on the implementation of those plans to ensure continuous improvement. |
| • | Director Skills and Expertise: The Board annually evaluates Board effectiveness and reviews directors’ skills and expertise to ensure the Board represents a broad skill set oriented to the historical and emerging needs of the business. |
| • | Strong Director Education Program: Fifth Third has instituted a robust director education program, approved annually by the Board, to enhance directors’ knowledge on topics relevant to oversight of a large financial institution. Director education sessions typically occur at every regularly scheduled Board meeting and several times a year in Committee meetings. In 2024, the Board and its Committees had a total of 30 education sessions. |
| • | Broad Director Onboarding Program: Our Board-approved, comprehensive Director Onboarding Program seeks to quickly integrate new directors in our business and culture and features one-on-one sessions with senior executives and functional area representatives, facility tours, and training on company policies and industry trends. |
| • | Board Succession Planning: The Board, and its relevant Committees, regularly discuss director succession planning, focusing on business needs, industry trends, diverse perspectives, and shareholder expectations. |
| • | Committee Refreshment: The Nominating and Corporate Governance Committee annually reviews the leadership and membership of each Committee and recommends adjustments, as necessary. Additionally, approximately every two to three years, the Committee undertakes a thorough recalibration analysis to address Committee leadership and membership in light of new and anticipated business programs and regulatory requirements, succession planning initiatives, and director development, while ensuring ongoing consistency and continuity. |
| • | Over-boarding Restrictions: Directors are subject to over-boarding restrictions, updated in 2021, to improve Board effectiveness, to ensure that directors have sufficient time and attention to devote to their duties at Fifth Third, and to more closely align with shareholder expectations. Directors may serve on four total public company boards, and directors who are active CEOs may serve on two total public company boards. |
| • | Strong Corporate Governance Guidelines: The Corporate Governance Guidelines and Board Committee Charters are reviewed annually to maintain strong and sound governance practices. |
Voting Power
There are currently 668,098,917 outstanding shares of Fifth Third Common Stock and each share is entitled to one vote on all proposals at the meeting. In addition, there are 200,000 outstanding shares of Series A, Class B Preferred Stock (represented by approximately 8,000,000 depositary shares). Each share of Series A, Class B Preferred Stock has 24 votes per share on all proposals at the meeting. The total voting power of all outstanding shares of Series A, Class B Preferred Stock is equal to 4,800,000 votes of our Common Stock, or less than one percent of the total voting power of our outstanding Common Stock.
Item 2: Ratification of the Appointment of Deloitte & Touche LLP to Serve as Independent Auditor
The Board of Directors proposes to ratify the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2025. The Audit Committee and the Board of Directors believe Deloitte & Touche’s continued service as Fifth Third’s independent external audit firm is in the best interests of the Company and our shareholders. The Audit Committee will further evaluate the appointment of Deloitte & Touche LLP as independent external audit firm if the appointment is not ratified by a majority of shareholders.
Our Audit Committee and our Board of Directors recommend a vote “For” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent external audit firm for 2025. For more information on this item, please see page 85. This item appears as Item 2 on your proxy card.
Item 3: Advisory Approval of the Company’s Compensation of its Named Executive Officers
The Board of Directors seeks advisory approval of the compensation for Fifth Third’s Named Executive Officers. The Human Capital and Compensation Committee and our Board of Directors have established a compensation philosophy and a compensation program that rewards employees for delivering the right products to the right customers. Our compensation program considers our shareholders’ long-term interests and alignment with Fifth Third’s values, while also staying within our risk tolerance.
Our Human Capital and Compensation Committee and our Board of Directors recommend a vote “For” the advisory approval of the compensation of our Named Executive Officers. For more information on this item, please see page 86. This item appears as Item 3 on your proxy card.
Executive Compensation Highlights
Our Named Executive Officers have more than 50% or more of their target total compensation delivered in the form of long-term, equity-based compensation.
2024 Total Compensation Pay Mix(1)
| Chief Executive Officer | Average of Other NEOs |
| (1) | The percentages reflect the Named Executive Officer’s base salary as of December 31, 2024, target annual cash incentive award for 2024, and target long-term, equity-based incentive award for 2024. |
| Fifth Third 2025 Proxy Statement | 9 |
Our compensation program incorporates best practices in governance and executive compensation, including the following:
| Compensation matter | Fifth Third’s practice |
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| Frequency of pay practices review | Annual |
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| Frequency of say-on-pay advisory vote | Annual |
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| Robust code of business conduct and ethics | ✓ |
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| Pay for performance | ✓ |
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| Employment agreements for executive officers | ✘ |
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| Excessive perks | ✘ |
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Sustainability Performance
Fifth Third had five 2024 sustainability priorities: strengthening our communities, promoting inclusion and diversity, addressing climate change, delivering our commitment to employees, and keeping the customer at the center. These priorities have been incorporated in senior executive goal-planning as well as the 2024 variable compensation plan for executives and employees. We continue to see progress in the initiatives aligned to each priority. In 2024, Fifth Third continued lending, investment, and philanthropy initiatives as part of the Neighborhood Investment Program and supported additional community development through lending and investment. Our employees committed 110,000 hours to community service in 2024. We continued progress on our sustainability finance goals and our sustainability performance remained in the top quartile among peers. We maintained our focus on our values and enhanced the alignment of our work culture and future success. We continued our focus on the customer, making more than 13 million customer outreach calls in 2024 and have increased consumer checking customers. Our customers are utilizing our consumer-driven products, including Extra Time and Early Pay products.
