8-KLeadership Changes

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Jun 17, 2022)

Filed June 17, 2022For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant leadership transition, appointing Timothy N. Spence as the new Chief Executive Officer, effective July 5, 2022. This move is part of a previously disclosed succession plan. Mr. Spence, who currently serves as President, will succeed Greg D. Carmichael. Following this transition, Mr. Carmichael will assume the role of Executive Chairman of the Boards of Directors. Mr. Spence's appointment as CEO is accompanied by a revised compensation package designed to reflect his new responsibilities, including an increased base salary, target variable compensation, and a substantial long-term equity incentive award. This leadership change represents a strategic shift for Fifth Third Bancorp, bringing Mr. Spence, who has extensive experience within the company and prior consulting background, to the helm. Investors should note the continuity provided by Mr. Carmichael's move to Executive Chairman, which suggests a smooth handover and continued guidance. The updated compensation structure for Mr. Spence signals the Board's confidence in his leadership and its commitment to aligning executive incentives with long-term shareholder value.

Key Highlights

  • 1Timothy N. Spence appointed Chief Executive Officer, effective July 5, 2022.
  • 2Greg D. Carmichael transitions from CEO to Executive Chairman of the Boards.
  • 3Mr. Spence, currently President, brings extensive internal experience to the CEO role.
  • 4Mr. Spence's base salary increases to $1,000,000 effective July 5, 2022.
  • 5Target annual incentive award for 2022 increased to $1.75 million for Mr. Spence.
  • 6Long-term equity incentive award target for 2022 set at $5 million for Mr. Spence.
  • 7A $3 million grant in long-term equity-based compensation approved for Mr. Spence, comprised of Performance Shares, RSUs, and SARs.

Frequently Asked Questions

Timothy N. Spence has been appointed as the new Chief Executive Officer of Fifth Third Bancorp and Fifth Third Bank, National Association, effective July 5, 2022.

Upon stepping down as Chief Executive Officer, Greg D. Carmichael will become the Executive Chairman of the Boards of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association.

Effective July 5, 2022, Mr. Spence's base salary will increase to $1,000,000. His target variable compensation for 2022 is increased to $1.75 million, and his target long-term equity incentive award for 2022 is set at $5 million. Additionally, he will receive a $3 million grant in long-term equity-based compensation.

The $3 million long-term equity-based compensation grant for Mr. Spence will be comprised of 50% in Performance Shares, 35% in Restricted Stock Units (RSUs), and 15% in Stock Appreciation Rights (SARs). The exact number of units will be determined based on Fifth Third Bancorp's closing stock price on July 5, 2022.