8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Nov 21, 2014)

Filed November 21, 2014For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on November 21, 2014, reporting on a new Executive Change in Control Severance Plan adopted by its Human Capital & Compensation Committee, effective January 1, 2015. This new plan replaces existing change-in-control agreements for executives, which are set to expire on December 31, 2014. The primary objectives of the new plan are to align severance benefits with market standards, eliminate excise tax gross-up provisions that were present in the expiring agreements, and establish a consistent framework for change-in-control severance. The plan provides for severance payments of 2.99 times the sum of base salary and variable compensation for most named executive officers in the event of a qualifying termination (termination without Cause or resignation for Good Reason) following a change in control. A notable exception is Mr. Forrest, Chief Credit and Risk Officer, who will receive 2.00 times this sum. Additionally, insurance and retirement benefits will be extended for three years for most covered executives, with Mr. Forrest receiving two years. The elimination of excise tax gross-ups is a significant change from the prior agreements for key executives like the CEO, President, and a Regional Vice President.

Key Highlights

  • 1Fifth Third Bancorp is implementing a new Executive Change in Control Severance Plan, effective January 1, 2015.
  • 2The new plan replaces existing executive change-in-control agreements expiring on December 31, 2014.
  • 3Key objective: Eliminate excise tax gross-up provisions from existing agreements.
  • 4Severance benefit for most named executives: 2.99x (Base Salary + Variable Compensation) upon qualifying termination after a change in control.
  • 5Chief Credit and Risk Officer (Mr. Forrest) will receive 2.00x severance in a similar situation.
  • 6Insurance and retirement benefits will be extended for three years for most executives (two years for Mr. Forrest).
  • 7Severance is contingent on the executive signing a release and non-compete agreement.

Frequently Asked Questions

The main purpose is to replace expiring executive change-in-control agreements, eliminate excise tax gross-up provisions, provide market-level severance benefits upon a qualifying termination following a change in control, and ensure a consistent approach to these benefits for covered officers.

Most named executive officers will receive an amount equal to 2.99 times the sum of their Base Salary and Variable Compensation. Mr. Forrest, the Chief Credit and Risk Officer, will receive 2.00 times this sum. This payout is contingent on a qualifying termination (without Cause or resignation for Good Reason) after a change in control.

No, a significant change with the new plan is the elimination of excise tax gross-up provisions. This means executives will no longer receive additional compensation to cover excise taxes on their severance payments.

For most named executive officers, insurance and certain retirement benefits will continue to be paid for three years following a qualifying termination after a change in control. Mr. Forrest will receive two years of these benefit payments.