8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Jul 8, 2015)

Filed July 8, 2015For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant leadership transition plan. Effective November 1, 2015, Greg D. Carmichael, currently President and Chief Operating Officer, will assume the role of Chief Executive Officer. He will succeed Kevin T. Kabat, who will transition to an executive vice chairman role until his retirement in April 2016, after over 33 years of service. In conjunction with these changes, Mr. Carmichael has been elected to the Board of Directors. His compensation has been adjusted to reflect his new responsibilities, including an increased base salary to $800,000, an enhanced variable compensation target for 2015 to $1.2 million, and a target long-term equity incentive award of $3.5 million for 2015. The board will review his compensation again upon his assumption of the CEO title. Mr. Kabat's departure will be treated as a retirement under company plans.

Key Highlights

  • 1Greg D. Carmichael to become CEO of Fifth Third Bancorp and Fifth Third Bank on November 1, 2015.
  • 2Kevin T. Kabat to transition from CEO to executive vice chairman until his retirement in April 2016.
  • 3Greg D. Carmichael elected as a Director of Fifth Third Bancorp and Fifth Third Bank.
  • 4Carmichael's base salary increased to $800,000, effective immediately.
  • 5Carmichael's target annual incentive award for 2015 increased to $1.2 million.
  • 6Carmichael's target long-term equity incentive award for 2015 increased to $3.5 million.
  • 7Kevin T. Kabat's departure will be recognized as a retirement under incentive and benefit plans.

Frequently Asked Questions

This 8-K filing announces a planned succession for the Chief Executive Officer position at Fifth Third Bancorp and details the compensation adjustments for the incoming CEO, Greg D. Carmichael, as well as the transition for the outgoing CEO, Kevin T. Kabat.

Greg D. Carmichael is scheduled to become the new Chief Executive Officer on November 1, 2015. He will be succeeding Kevin T. Kabat.

Mr. Carmichael's base salary has been increased to $800,000, his target variable compensation for 2015 is now $1.2 million, and his target long-term equity incentive award for 2015 is $3.5 million. These changes reflect his increased responsibilities and future role as CEO.

Kevin T. Kabat will continue as Chief Executive Officer until November 1, 2015, and then serve as executive vice chairman of the board of directors until his planned retirement in April 2016. His departure will be treated as a retirement under the company's incentive and benefit plans.