8-KLeadership Changes

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Nov 4, 2015)

Filed November 4, 2015For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on November 4, 2015, reporting a significant leadership transition. Effective November 1, 2015, Greg D. Carmichael assumed the role of Chief Executive Officer for both Fifth Third Bancorp and Fifth Third Bank, succeeding to the position as previously announced by the Board of Directors. Mr. Carmichael brings extensive experience within the company, having previously served as President and Chief Operating Officer. In connection with his new responsibilities, Mr. Carmichael's compensation has been adjusted. His base salary has been increased to $950,000, and his target annual incentive award for 2015 has been set at $1.3 million, both prorated for the period he holds the CEO title in 2015. Additionally, he was granted $2,000,000 in restricted stock units on November 2, 2015. Investors should note that these compensation adjustments are tied to his expanded role and reflect the company's recognition of his leadership.

Key Highlights

  • 1Greg D. Carmichael appointed Chief Executive Officer of Fifth Third Bancorp and Fifth Third Bank, effective November 1, 2015.
  • 2Mr. Carmichael previously held roles as President and Chief Operating Officer, indicating internal succession.
  • 3CEO base salary increased to $950,000.
  • 4Target annual incentive award for 2015 increased to $1.3 million (assuming on-plan performance), prorated for CEO tenure.
  • 5Awarded $2,000,000 in restricted stock units on November 2, 2015.
  • 6Compensation adjustments are effective upon assuming the CEO title.
  • 7Further details on Mr. Carmichael's compensation and company plans are available in prior filings (2014 10-K and 2015 Proxy Statement).

Frequently Asked Questions

Greg D. Carmichael became the new Chief Executive Officer of Fifth Third Bancorp and Fifth Third Bank on November 1, 2015.

His base salary was increased to $950,000, and his target annual incentive award for 2015 was set at $1.3 million, both prorated for his time as CEO in 2015. He also received a $2,000,000 grant of restricted stock units.

The base salary increase is effective with his assumption of the CEO title. The actual variable compensation award for 2015 will be determined by the Human Capital and Compensation Committee in 2016, taking into account 2015 performance. The restricted stock units have a grant date of November 2, 2015.

Additional information is available in Fifth Third Bancorp's Annual Report on Form 10-K for the year ended December 31, 2014, and its definitive proxy statement filed on March 5, 2015.