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
FITB$53.04-0.8%Stored close · as of Nov 6, 2026
Contents
Table of Contents
| Proxy Statement Highlights | 1 |
|---|---|
| Election of Directors (Item 1 on Proxy Card) | 11 |
| Board of Directors, Committees, Meetings, and Functions | 25 |
| Corporate Governance | 29 |
| Board Governance | 29 |
| Board Performance Evaluations | 29 |
| Board Leadership | 31 |
| Risk Management Oversight | 34 |
| Communication with the Board | 36 |
| Shareholder Engagement | 37 |
| Shareholder Communication with Investor Relations Department | 37 |
| Board of Directors Compensation | 38 |
| Compensation Discussion and Analysis | 41 |
| Summary of Executive Compensation Program | 42 |
| Highlights of 2024 Company Performance | 42 |
| Compensation Methodology and Structure | 43 |
| 2024 Total Compensation Pay Mix | 48 |
| 2024 Executive Compensation Plan Design and Award Decisions | 48 |
| 2025 Executive Compensation Plan Design Changes | 58 |
| Executive Benefits and Perquisites | 58 |
| Executive Ownership and Capital Accumulation | 60 |
| Tax and Accounting Impacts of Compensation Programs | 62 |
| Human Capital and Compensation Committee Report | 63 |
| Compensation of Named Executive Officers | 64 |
| Potential Payments Upon Termination or Change in Control | 71 |
| CEO Pay Ratio | 75 |
|---|---|
| Pay vs Performance | 76 |
| Certain Transactions | 82 |
| Report of the Audit Committee | 83 |
| Principal Independent External Audit Firm Fees | 84 |
| Company Proposal No. 1: Independent External Audit Firm (Item 2 on Proxy Card) | 85 |
| Company Proposal No. 2: Advisory Vote on Compensation of Named Executive Officers (Item 3 on Proxy Card) | 86 |
| Compensation Committee Interlocks and Insider Participation | 87 |
| Certain Beneficial Owners | 88 |
| Delinquent Section 16(a) Reports | 88 |
| 2026 Shareholder Proposals | 89 |
| Other Business | 90 |
| Questions and Answers About the Annual Meeting and Voting | 92 |
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