UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

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☒	Definitive Proxy Statement

 

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FIFTH THIRD BANCORP

 

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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Chair & Lead Independent Director

Joint Letter to our Shareholders

To our Fellow Shareholders:

In 2021, it was once again our pleasure and privilege to continue to lead our Board of Directors, to guide our Company, and to serve our shareholders. We are pleased to invite you to attend our Annual Meeting of Shareholders, which will be held virtually on Tuesday, April 12, 2022.

At each Annual Meeting, we have the opportunity to reflect on how our Board has served you, our shareholders, over the past year. Despite the challenges of the operating environment, we’ve maintained a steadfast and resolute commitment to delivering value to all of our stakeholders. Several years ago, we committed to deliver strong and sustainable results through the cycle, and our 2021 results delivered on that commitment. We believe our risk discipline and governance have provided a foundation on which we can build continued success. Our strong and stable position is bolstered by a focus on peer-leading environmental, social and governance, or ESG, practices; a pledge to community-focused initiatives; and a commitment to robust governance policies and practices. Combined, these approaches bring value to our shareholders and fulfill our purpose and vision. We have a legacy of helping others and being a source of value and trust for our customers, communities, employees and shareholders—and we will never stop doing what’s right for those we serve.

In 2021, Fifth Third delivered record financial results, including record net income driven by record revenue combined with continued expense discipline. In addition, we produced a historical high adjusted return on tangible common equity (“ROTCE”) excluding unrealized gains. From the initial February 2020 pandemic sell-off through year-end 2021, our stock price reflected these record results, outperforming our peers, and the KBW Nasdaq Bank Index (“BKX”) and the S&P 500.

Our strong financial results are coupled with ESG excellence. We continue to receive high ratings relative to peers from independent, third-party ESG ratings agencies. In 2021, we joined the Partnership for Carbon Accounting Financials (“PCAF”) and the Ceres Company Network, signaling our commitment to achieving robust sustainability goals as the economy continues to move toward a lower carbon future. As part of our $8 billion, five-year sustainable finance goal, we extended an additional $1.9 billion in lending and financing to renewable energy projects in 2021. We also issued an inaugural Green Bond, aligning our financing with our investment and lending priorities to provide our customers with liquidity in their transition to a sustainable future. Fifth Third has also developed a Climate Risk Program, and we will soon publish our second Task Force on Climate-related Financial Disclosures (“TCFD”) report. We’ve committed to being an ESG leader in our industry, and we are more confident than ever that the execution of our ESG strategies will continue to produce sustainable value to our shareholders.

We also have remained focused on the communities we serve. We successfully concluded our five-year Community Commitment at the end of 2020, delivering $41.6 billion in lending and investments, a total 30% higher than our targeted commitment. Following the success of our Community Commitment, we’ve committed $2.8 billion over three years to our Accelerating Racial Equity, Equality, and Inclusion initiative. In 2021, as part of that initiative, we embarked upon our Empowering Black Futures neighborhood program. Through this innovative program, we will invest up to $180 million in nine local neighborhoods across our markets with a focus on creating more affordable housing, helping small businesses grow, addressing gaps in financial access and employment, and making infrastructure improvements.

Underpinning our success in each of these areas are strong underlying governance practices that focus on the needs and expectations of our business, our industry and our shareholders. Last year, our shareholders approved management’s proposals to remove supermajority shareholder approval requirements for mergers and amendments to our Articles of Incorporation, thereby further empowering our shareholders. In addition, our Board approved changes to our Corporate Governance Guidelines, reducing the number of public company boards on which our directors may serve in order to better align with shareholder expectations. In response to direct feedback during engagement sessions with many of our largest shareholders, our Board approved the inclusion of an ESG modifier as part of our annual incentive compensation program beginning in 2022. Our Board has also remained committed to ensuring its membership represents the diversity of our key constituencies and has deepened its resolve to recruiting diverse directors.

On behalf of all the members of our Board of Directors, thank you for your continued support and investment in Fifth Third. We invite you to read our Annual Report for more details on our financial highlights and performance in 2021, and we encourage you to review this Proxy Statement carefully and vote your shares according to the instructions provided. We look forward to continuing to deliver on our commitments as a leading institution that is a “Fifth Third Better.”

Faithfully,

 

Greg D. Carmichael Chair and                 Chief Executive Officer				Marsha C. Williams Lead Independent Director

PROXY STATEMENT HIGHLIGHTS

 

ESG Highlights

 

 

 

             

 

 

 

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PROXY STATEMENT HIGHLIGHTS

 

 

 

 

Data	is for fiscal year 2021, unless otherwise noted;

1	1/1/2012-12/31/2021;

2	For Scope 1, Scope 2 and business travel under Scope 3 emissions. Projected full year 2021 CO2e emissions are based on 2021 year-to-date data as well as historical company data from 2014-2020. Final CO2e emissions will be made available in 2022 following independent verification;

3	In terms of ethnicity or gender;

4	2016-2020;

5	Since 2004.

 

		Fifth Third 2022 Proxy Statement		13

PROXY STATEMENT HIGHLIGHTS

 

 

14

Election of Directors (Item 1 on Proxy Card)

In accordance with our Code of Regulations, directors are each elected annually to a one-year term expiring at the next Annual Meeting of Shareholders. The terms of our current directors expire at the Annual Meeting on April 12, 2022. Each of our current directors has been nominated to be elected to serve until the Annual Meeting of Shareholders in 2023.

Process for Director Nominations

Director candidates are nominated by the Nominating and Corporate Governance Committee. Pursuant to its Charter, the Nominating and Corporate Governance Committee annually reviews the current composition of the Board, in light of director skills, expertise, diversity, background, and experience, the current and emerging needs of our business, and feedback from directors in the Board’s robust self-evaluation process. In addition, the Nominating and Corporate Governance Committee reviews the background and skills of director candidates based on the needs of the Company and the Board. Candidates are reviewed by the Nominating and Corporate Governance Committee and the Board of Directors prior to nomination or appointment to the Board.

Our Corporate Governance Guidelines provide that shareholders may propose nominees to the Nominating and Corporate Governance Committee by submitting the names and qualifications of such persons to the Nominating and Corporate Governance Committee no later than December 31 of each year. Submissions are to be addressed to the Nominating and Corporate Governance Committee at our executive offices and will be forwarded to the Committee. The Nominating and Corporate Governance Committee will then evaluate the possible nominee using the criteria provided in our Corporate Governance Guidelines, in the Nominating and Corporate Governance Committee Charter, and other relevant corporate governance disclosures and will consider such person in comparison to all other candidates. The Nominating and Corporate Governance Committee is not obligated to nominate any such individual for election. No such shareholder nominations have been received by Fifth Third for this Annual Meeting. Shareholders may also nominate candidates directly for election by following the procedures in our Code of Regulations. These are summarized in the “2023 Shareholder Proposals” section of this proxy statement.

Pursuant to applicable law and our Code of Regulations, any vacancies that occur after the directors are elected may be filled by the Board of Directors for the remainder of the full term of the vacant directorship or the Board may elect not to fill the vacancy and to reduce the size of the Board. There is no family relationship between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any directors are elected director or officers are appointed.

 

		Fifth Third 2022 Proxy Statement		15

ELECTION OF DIRECTORS

 

The Nominating and Corporate Governance Committee reviewed the qualifications of each nominee for election as director and found that each possesses strong personal and professional ethics and integrity and each was committed to representing the interests of Fifth Third and our shareholders. In addition, as a group, the skills, expertise, experience, and diversity of our Board are well-suited to address the current and emerging needs of our business and to achieve our strategic goals. Our Board of Directors believes that each of our directors, including each of our director nominees, has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. Therefore, the Nominating and Corporate Governance Committee has nominated for election as directors the following fifteen (15) persons: Nicholas K. Akins, B. Evan Bayh, III, Jorge L. Benitez, Katherine B. Blackburn, Emerson L. Brumback, Greg D. Carmichael, Linda W. Clement-Holmes, C. Bryan Daniels, Mitchell S. Feiger, Thomas H. Harvey, Gary R. Heminger, Jewell D. Hoover, Eileen A. Mallesch, Michael B. McCallister, and Marsha C. Williams. All nominees are current directors of Fifth Third Bancorp. Our Board of Directors has determined that all nominees are considered independent under applicable Nasdaq standards, with the exception of Messrs. Carmichael and Feiger.

 

16

ELECTION OF DIRECTORS

 

Director Nominee Overview

 

 

*	The year in which a public company directorship previously ended is indicated by the parenthetical year following the company name.

 

		Fifth Third 2022 Proxy Statement		17

ELECTION OF DIRECTORS

 

Director Retirement Age Provision

Fifth Third’s Corporate Governance Guidelines provide that a director should retire from the Board at the next annual meeting of shareholders that follows his or her 72^nd birthday. Upon recommendation from the Nominating and Corporate Governance Committee, the Board may waive this retirement age provision a maximum of three times per director after consideration of the following, among other factors: whether Fifth Third is undergoing significant transition periods in executive leadership, whether there has been an unexpected loss of directors, or whether such a director possesses a specific expertise relevant to the current or emerging business needs of Fifth Third, has unique and valuable industry-specific knowledge, or possesses some other attributes deemed essential by the Board or Nominating and Corporate Governance Committee.

Pursuant to our Corporate Governance Guidelines, Ms. Hoover offered to retire prior to the 2022 Annual Meeting. The Nominating and Corporate Governance Committee evaluated Ms. Hoover’s offer of retirement, her contributions to the Board, and the current areas of skills and expertise of the Board.

The Committee noted that Ms. Hoover annually receives high shareholder approval (including over 98% in 2021) and has significant experience as a former bank regulator for the Office of the Comptroller of the Currency (“OCC”) and continues to provide Fifth Third guidance in its recent conversion to an OCC-chartered bank from an Ohio state-chartered bank. The Committee also considered Ms. Hoover’s diverse perspectives and her leadership roles on the Board, including as the former Chair of the Risk and Compliance Committee, as well as her ongoing unique and valuable contributions as a member of both the Risk and Compliance and Audit Committees. Based on these considerations, the Committee unanimously agreed to grant an exception to Fifth Third’s Corporate Governance Guidelines for Ms. Hoover, as a 2022 nominee. As such, the Committee nominated Ms. Hoover for an additional one-year term. For more specific information on Ms. Hoover’s qualifications as a director, please see page 24.

 

18

ELECTION OF DIRECTORS

 

Nominees for Election as Directors

 

 

 

		Fifth Third 2022 Proxy Statement		19

ELECTION OF DIRECTORS

 

 

 

 

 

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ELECTION OF DIRECTORS

 

 

 

		Fifth Third 2022 Proxy Statement		21

ELECTION OF DIRECTORS

 

 

 

22

ELECTION OF DIRECTORS

 

 

 

		Fifth Third 2022 Proxy Statement		23

ELECTION OF DIRECTORS

 

 

 

24

ELECTION OF DIRECTORS

 

 

 

		Fifth Third 2022 Proxy Statement		25

ELECTION OF DIRECTORS

 

		Shares of Company      Common Stock      Beneficially Owned      as of December 31,      2021(1)					Percent of      Class
Nicholas K. Akins				45,491					.0067	%
B. Evan Bayh, III				28,021					.0041	%
Jorge L. Benitez				27,427					.0040	%
Katherine B. Blackburn				121,622					.0178	%
Emerson L. Brumback				69,872					.0102	%
Greg D. Carmichael				1,551,856					.2269	%
Linda W. Clement-Holmes				7,669					.0011	%
C. Bryan Daniels(2)				251,880					.0369	%
Mitchell S. Feiger(3)				675,159					.0989	%
Thomas H. Harvey(4)				148,732					.0218	%
Gary R. Heminger				74,934					.0110	%
Jewell D. Hoover				34,618					.0051	%
Eileen A. Mallesch				29,029					.0043	%
Michael B. McCallister(5)				56,671					.0083	%
Marsha C. Williams				80,410					.0118	%
All Directors and Executive Officers (28 persons)				4,622,180					.6746	%

 

(1)

As reported to Fifth Third Bancorp by the Directors as of the date stated. Includes shares held in the name of spouses, minor children, certain relatives, trusts, estates, and certain affiliated companies as to which beneficial ownership may be disclaimed. Unless otherwise noted, all shares of our Common Stock are subject to the sole voting power and investment power of the directors and executive officers. As of December 31, 2021, none of the Company’s current executive officers or directors owned any Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series A, Class B Preferred Stock, or any Depositary Shares representing interests in Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, or Series A, Class B Preferred Stock.

The amounts shown represent the total shares owned outright by such individuals together with stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2021 but unexercised and shares of common stock underlying outstanding restricted stock units. Specifically, Mr. Carmichael had 935, 838 stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2021. The amounts listed for stock appreciation rights represent the number of rights that may be exercised; the actual number of shares delivered will vary based on the stock’s appreciation over the grant price at the time of exercise. The aggregate number of stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2021 but unexercised held by the executive officers who are not also directors or nominees is 713,755. Directors owned the following number of restricted stock units as of December 31, 2021: Nicholas K. Akins, 45,491; B. Evan Bayh III, 40,140; Jorge L. Benitez, 30,876; Katherine B. Blackburn, 39,921; Emerson L. Brumback, 40,140; Greg D. Carmichael, 129,517; Linda W. Clement-Holmes, 7,669; C. Bryan Daniels, 16,626; Mitchell S. Feiger, 7,754; Thomas H. Harvey, 16,110; Gary R. Heminger, 40,140; Jewell D. Hoover, 40,140; Eileen A. Mallesch, 29,029; Michael B. McCallister, 45,491; and Marsha C. Williams, 54,085. Some directors have deferred receipt of the common stock underlying certain of their restricted stock units: B. Evan Bayh III, 31,477; Jorge L. Benitez, 3,448; C. Bryan Daniels, 3,448; Mitchell S. Feiger, 4,413; Thomas H. Harvey, 3,448; Gary R. Heminger, 15,988; Jewell D. Hoover, 5,522; Michael B. McCallister, 4,962; and Marsha C. Williams, 5,496. All directors and executive officers as a group own 939,089 restricted stock units. 755,039 of these restricted stock units are subject to vesting within 60 days of December 31, 2021.

 

(2)	Includes 30,941 shares of Common Stock owned by a trust of Mr. Daniels or an immediate family member.

(3)	Includes 585,108 shares of Common Stock owned by a trust of Mr. Feiger or an immediate family member.

(4)	Includes 55,146 shares of Common Stock owned by a trust of Mr. Harvey or an immediate family member.

(5)	Includes 5,000 shares of Common Stock owned by a trust of Mr. McCallister or an immediate family member.

 

26

ELECTION OF DIRECTORS

 

Key to Director Skills Matrix

We believe each of our directors makes unique, valuable, and substantial contributions to the Board, both individually and as a collective group. The following matrix provides information regarding the members of the Board, including certain types of knowledge, skills, and experience that the Board believes are relevant to our business and achievement of our strategy. The type and degree of knowledge, skill, or experience below may vary among our directors. The matrix does not include all knowledge, skills, experience, or other attributes of our directors that may be relevant and valuable to their service on our Board; a director may possess other knowledge, skills, and experience not indicated in the matrix. The diversity of knowledge, skill, experience, and attributes of our directors, collectively, lends itself to a highly collaborative and effective Board.

 

Accounting/Financial Reporting Experience as an accountant or auditor at large accounting firm, Chief Financial Officer, or other relevant experience in accounting and financial reporting.

Compensation and Benefits Experience in management and development of human capital, compensation, or benefits programs.

Corporate Governance Experience in governance matters, principles, and administration.

Cybersecurity Experience in information security, data privacy, and cybersecurity.

Digital Innovation and FinTech Experience in use of technology to facilitate business operations and customer service.

ESG Experience in Environmental, Social, and Governance criteria and community affairs matters, including as part of a business and managing corporate social responsibility issues as business imperatives.

Executive Management Business and strategic management experience from service in a significant leadership position, such as a chief executive officer, chief financial officer, or other senior leadership role.

Financial Services Industry Experience in one or more of the Company’s specific financial services areas, including retail banking, wholesale banking, wealth and investment management, or global payments.

Human Capital Management Experience in managing and developing a large workforce, managing compensation, directing strategies leveraging human capital, managing inclusion and diversity efforts, establishing culture, implementing succession planning and talent management, and/or managing other human capital initiatives.

Legal and Regulatory Experience acquired through a law degree and as a practicing attorney in understanding legal risks and obligations; experience in governmental and regulatory affairs, including as part of a business and/or through positions with government organizations and regulatory bodies.

Risk Management Experience with reviewing or managing risk in a large organization, including specific types of risk (e.g., physical security, financial risk, or risks facing large financial institutions).

Strategic Planning Experience defining and driving strategic direction and growth and managing the operations of a business or large organization.

 

		Fifth Third 2022 Proxy Statement		27

ELECTION OF DIRECTORS

 

Vote Required

(of our outstanding Common Stock and Series A, Class B Preferred Stock, voting together as a single class)

Our directors are elected by the holders of our outstanding Common Stock and Series A, Class B Preferred Stock, voting together as a single class. The holders of the Common Stock have one vote per share, and the holders of Preferred Stock have 24 votes per share. Under Ohio law, our Articles of Incorporation, and our Code of Regulations, in an uncontested election of directors (i.e., an election where the number of candidates nominated for election to the Board of Directors equals the number of directors to be elected), each person receiving a greater number of votes “for” his or her election than votes “against” his or her election will be elected as a director.

We have also adopted provisions of our Corporate Governance Guidelines stating that in an uncontested election of directors, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” his or her election will promptly tender his or her resignation to the Chair of the Board following certification of the shareholder vote. The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee will consider factors deemed relevant by the Committee members including, without limitation, the director’s length of service, the director’s particular qualifications and contributions to Fifth Third, the reasons underlying the majority “against” vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Guidelines. The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. In considering the Nominating and Corporate Governance Committee’s recommendation, the Board will evaluate the factors considered by the Nominating and Corporate Governance Committee and such additional information and factors the Board believes to be relevant.

If any nominee(s) shall be unable to serve, which is not now contemplated, the proxies will be voted for such substitute nominee(s) as the Nominating and Corporate Governance Committee of the Board of Directors recommends.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH

OF THE CANDIDATES FOR DIRECTOR NAMED ABOVE.

 

28

Board of Directors, Its Committees, Meetings, and Functions

Our Board of Directors met ten times during 2021. Our Board of Directors also holds executive sessions of those members of the Board of Directors who meet the then-current standards of independence. In 2021, these sessions were led by our Lead Independent Director, Ms. Williams.

No current member of our Board of Directors attended less than 75% of the aggregate number of meetings of the Board of Directors and all committees on which such director served during 2021.

Neither the Board nor the Nominating and Corporate Governance Committee has implemented a formal policy regarding director attendance at the Annual Meeting; however, the Board typically holds a Board meeting directly following the Annual Meeting. In 2021, all directors attended the Annual Meeting.

During 2021, there were six standing committees of the Board of Directors, which assisted the Board in carrying out its responsibilities: Audit, Finance, Human Capital and Compensation, Nominating and Corporate Governance, Risk and Compliance, and Technology. Each Committee operates under a charter approved by the Board of Directors and reviewed annually by the respective Committee and the Board of Directors. The Board’s committees meet on a regular basis according to the requirements of their charters. Each committee reports its activities, discussions, recommendations, and approvals to the Board at each regularly scheduled Board meeting. Committee leadership and membership is reviewed annually by the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee. Each Committee is comprised of only independent directors.

Committee Composition

 

Directors:

Audit

Chair

*

Finance

Chair

Human Capital and Compensation

Chair

Nominating and Corporate Governance

Chair

Risk and Compliance

Chair

*

Technology

Chair

*

= member

* = Served as an ex-officio, non-voting member

 

		Fifth Third 2022 Proxy Statement		29