Fifth Third Bancorp : Proxy Statement (2025 Proxy Final)
FITB
5
PROXY STATEMENT
Our ambition: to be the One Bank
people most value and trust.
Lead Independent Director
Letter to our Shareholders
To my Fellow Shareholders,
It is with great pride that I invite you to join us at the Fifth Third Bancorp 2025 Annual Shareholders Meeting, which will be held virtually on Tuesday, April 15, 2025. I'm pleased to have served the Board once again this year as Lead Independent Director.
In 2024, our Board maintained a focus on ensuring that Fifth Third delivers consistently strong results for our shareholders. The Board remained committed to the core principals of stability, profitability, and growth. Our balance sheet reflects stability through a diversified loan portfolio that is resilient to changes in the interest rate environment. We've achieved top-quartile profitability through well-diversified revenue streams and expense discipline. We continue to execute on our growth strategies, as evident in our Southeast expansion, middle market expansion, Commercial payments investment, increase in Wealth and Asset Management sales force, and technology modernization initiatives. With a strong and collaborative management team in place, the Board will continue to focus on a strategy that yields long- term growth and shareholder value.
This year, three of our esteemed and long-serving directors will retire. Marsha Williams joined our Board in 2008. Her contributions to our Board and our Company are innumerable. Having served as Lead Independent Director, she leaves the Board with a legacy of collegiality, consensus-building, and reasoned decision-making. Emerson Brumback joined our Board in 2009 after a successful career in the banking industry. Throughout his tenure as Audit Committee Chair and later as Risk and Compliance Committee Chair, Mr. Brumback demonstrated invaluable risk and operational expertise through varying economic cycles. Mike McCallister joined our Board in 2011 after a successful career at Humana, serving as its Chair, CEO, and President. Drawing on his experience as a public company CEO, he has provided a unique perspective on corporate transactions and chaired our Human Capital and Compensation Committee for several years with steady and thoughtful leadership. We wish Marsha, Emerson, and Mike the best in their retirements and remain most grateful for their extraordinary contributions to our Board and our Company. We believe our recent and continuing succession planning efforts have positioned the Board to maintain the appropriate expertise and experience to ensure our continued high level of effectiveness. We will continue to engage in succession planning initiatives into 2025 and beyond. Following the retirements of Ms. Williams and Messrs. Brumback and Heminger, our Board has voted to reduce its size to 13 members.
We look forward to the opportunities 2025 offers. Indeed, it is an exciting time for Fifth Third, and we look forward to continuing to serve you, our shareholders.
Regards,
Nicholas K. Akins
Lead Independent Director
Notice of 2025 Annual Meeting of Shareholders
To: Holders of Outstanding Common Stock and 6.00% Non-Cumulative
Perpetual Class B Preferred Stock, Series A
Date and Time
Location
Vote
Tuesday, April 15, 2025,
Virtual
Shareholders of record at
11:30 a.m., Eastern Time
www.virtualshareholdermeeting.com/FITB2025
close of business on
Friday, February 21, 2025
are entitled to vote
Items of Business:
1
2
3
4
Election 13 members of the Board of Directors to serve until the Annual Meeting of Shareholders in 2026.
Ratification of the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for the Company for the year 2025.
An advisory approval of the Company's compensation of its named executive officers.
Transaction of such other business that may properly come before the Annual Meeting or any adjournment thereof.
Even if you plan to attend the virtual meeting, please vote at your earliest convenience by signing and returning the proxy card you receive or by voting over the internet or by telephone.
If you plan to attend the virtual Annual Meeting:
Please note that any member of the public will be able to attend and listen to the Annual Meeting, though the submission of questions will be limited only to holders of Common Stock and of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A (and depository shares representing those shares) (collectively, "Series A, Class B Preferred Stock") of the Company and the holders of shareholder proxies. Shareholders and others may access the Annual Meeting website beginning at approximately 11:15 a.m., Eastern Time on April 15, 2025. To vote at the meeting, Common Stock shareholders must use their 16-digit control number. For more information on attending the virtual Annual Meeting, please see page 2.
If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting us, toll-free at 1-800-870-0653.
By Order of the Board of Directors,
Michael L. Powell, Corporate Secretary
Table of Contents
Proxy Statement Highlights
1
CEO Pay Ratio
75
Election of Directors (Item 1 on Proxy Card)
11
Pay vs Performance
76
Board of Directors, Committees, Meetings, and
Certain Transactions
82
Functions
25
Report of the Audit Committee
83
Corporate Governance
29
Principal Independent External Audit Firm Fees
84
Board Governance
29
Board Performance Evaluations
29
Company Proposal No. 1:
Board Leadership
31
Independent External Audit Firm
85
Risk Management Oversight
34
(Item 2 on Proxy Card)
Communication with the Board
36
Company Proposal No. 2:
Shareholder Engagement
37
Advisory Vote on Compensation of Named
Executive Officers (Item 3 on Proxy Card)
86
Shareholder Communication with Investor
Relations Department
37
Compensation Committee Interlocks and Insider
Board of Directors Compensation
38
Participation
87
Compensation Discussion and Analysis
41
Certain Beneficial Owners
88
Summary of Executive Compensation
Delinquent Section 16(a) Reports
88
Program
42
2026 Shareholder Proposals
89
Highlights of 2024 Company Performance
42
Compensation Methodology and Structure
43
Other Business
90
2024 Total Compensation Pay Mix
48
Questions and Answers About the Annual
2024 Executive Compensation Plan Design
Meeting and Voting
92
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
Proxy Statement Highlights
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
Election of 13 directors to serve until the Annual Meeting of Shareholders in 2026.
✓ "FOR" all nominees
Ratification of the appointment of Deloitte & Touche LLP to serve as the independent external audit firm for Fifth Third Bancorp for the year 2025.
Advisory approval of Fifth Third Bancorp's compensation of its named executive officers.
Casting your vote:
Internet:Telephone:Mail:
www.proxyvote.com
1.800.690.6903
Sign, date, and mail the
enclosed Proxy card.
For more information on how to cast your vote, please see pages 94-95.
www.proxyvote.com
Fifth Third 2025 Proxy Statement
1
PROXY STATEMENT HIGHLIGHTS
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 visiting www.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 visiting www.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 visit www.virtualshareholdermeeting.com/FITB2025 in advance of the meeting to verify their internet
2
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 at www.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.
PROXY STATEMENT HIGHLIGHTS
Key Strategic Priorities
Stability
Profitability
Growth
Fifth Third Bank Footprint Map
Toronto office
London office
Regional footprint
Key Southeast MSAs of focus
Major FITB markets1 with a top 5 deposit share
Out of footprint corporate and middle market banking office
Defined1as MSAs with $5BN+ in capped deposits (branch deposits capped at $250 million per June 2023 FDIC data)
Fifth Third 2025 Proxy Statement
3
PROXY STATEMENT HIGHLIGHTS
Corporate Performance Highlights
Strong financial performance, reflecting solid operating results
Sustainability
4
Robust capital & liquidity
Strong shareholder returns
Balance sheet management
Disciplined risk management
PROXY STATEMENT HIGHLIGHTS
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
Director
Other Public Company
Since
Boards*
Nicholas K. Akins
64
2013
DTE Energy
GE Vernova
American Electric Power (2023)
B. Evan Bayh, III
69
2011
Marathon Petroleum Company
Berry Global Group, Inc.
RLJ Lodging Trust
Jorge L. Benitez
65
2015
World Fuel Services
Interpublic Group
Katherine B. Blackburn
59
2014
None
Linda W. Clement-Holmes
62
2020
Cincinnati Financial Corporation
C. Bryan Daniels
66
2019
None
Laurent Desmangles
57
2023
None
Mitchell S. Feiger
66
2020
None
Thomas H. Harvey
64
2019
None
Gary R. Heminger
71
2006
PPG Industries, Inc.
Marathon Petroleum Company (2020)
MPLX GP LLC (2020)
Eileen A. Mallesch
69
2016
Arch Capital Group, Ltd.
Brighthouse Financial
State Auto Financial Corp. (2021)
Libbey, Inc. (2020)
Kathleen A. Rogers
59
2023
Federal Home Loan Bank of Cincinnati
Timothy N. Spence
46
2022
None
* The year in which a public company directorship previously ended is indicated by the parenthetical year following the company name.
Fifth Third 2025 Proxy Statement
5
Disclaimer
Fifth Third Bancorp published this content on March 04, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 04, 2025 at 22:10:13.207.