8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Feb 23, 2021)

Filed February 23, 2021For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced the adoption of a new Executive Severance Benefits Plan (the "Severance Benefits Plan") effective February 17, 2021. This plan provides severance benefits to certain executive employees of Fifth Third Bank, National Association, upon involuntary termination without cause or voluntary termination for good reason, provided there is no change in control or the termination occurs more than 24 months after a change in control. Key benefits include severance pay based on executive tier (ranging from 1 to 2 times base annual salary), a prorated annual bonus, and 12 months of COBRA premium payments. Notably, the Chairman and CEO, and the President are eligible for the highest tier of severance. The plan also requires executives to execute agreements including arbitration, non-compete, non-solicitation, and non-disparagement clauses. Concurrently, an amendment to the existing Change in Control Severance Plan was made to avoid duplication of benefits and extend coverage for certain pre-change in control terminations.

Key Highlights

  • 1Fifth Third Bancorp adopted a new Executive Severance Benefits Plan effective February 17, 2021.
  • 2The plan provides severance for involuntary termination without cause or voluntary termination for good reason.
  • 3Severance pay ranges from 1x to 2x base annual salary based on executive tier classification.
  • 4CEO and President are eligible for the top tier (2x base salary) of severance benefits.
  • 5Benefits also include prorated annual bonus and 12 months of COBRA premium coverage.
  • 6Executives must sign non-compete, non-solicitation, and non-disparagement agreements to receive benefits.
  • 7The Change in Control Severance Plan was amended to prevent benefit duplication and extend coverage in specific pre-change in control scenarios.

Frequently Asked Questions

The primary purpose is to provide a defined set of severance benefits to eligible executive employees of Fifth Third Bank, National Association, in specific termination scenarios (involuntary without cause or voluntary for good reason), ensuring a consistent and structured approach to executive separations outside of or significantly distanced from a change in control event.

The highest tier of severance benefits (2 times base annual salary) is currently available to Greg D. Carmichael, Chairman and Chief Executive Officer, and Timothy N. Spence, President of the Bancorp.

Executives must satisfy certain conditions, including executing an arbitration agreement and, upon termination, an agreement containing covenants such as using confidential information, not competing with the Bank, not soliciting its customers and employees, and not disparaging the Bank. They must also sign a general release of claims.

The company amended the Change in Control Severance Plan to eliminate any right to benefits under that plan if an executive is entitled to benefits under the new Severance Benefits Plan, thereby preventing duplication. The amendment also extends CIC plan benefits to certain qualifying terminations occurring within six months prior to a change in control, provided no other severance plan applies.