8-KLeadership ChangesExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Executive Changes (Aug 21, 2023)

Filed August 21, 2023For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant expansion of its Board of Directors with the appointment of two new independent directors, Kathleen A. Rogers and Laurent Desmangles, effective August 18, 2023. This move increases the total number of directors to sixteen and aims to bring in fresh perspectives and expertise to the company's governance. The appointments are intended to enhance the Board's capabilities in critical areas, with Ms. Rogers joining the Audit, Human Capital and Compensation, and Risk and Compliance Committees, and Mr. Desmangles being appointed to the Nominating and Corporate Governance, Risk and Compliance, and Technology Committees. Both new directors will be compensated according to the company's existing Director Pay Program, which includes a pro-rated Restricted Stock Unit (RSU) grant of 3,527 RSUs each. Investors should view these appointments as a positive step towards strengthening board oversight and aligning with the company's strategic objectives. The addition of directors with diverse backgrounds and committee assignments suggests a proactive approach by Fifth Third Bancorp to enhance its governance structure and operational resilience.

Key Highlights

  • 1Fifth Third Bancorp appointed Kathleen A. Rogers and Laurent Desmangles as new Directors to its Board.
  • 2The Board size has been increased from 15 to 16 directors to accommodate the new appointments.
  • 3Ms. Rogers will serve on the Audit, Human Capital and Compensation, and Risk and Compliance Committees.
  • 4Mr. Desmangles will serve on the Nominating and Corporate Governance, Risk and Compliance, and Technology Committees.
  • 5New directors will receive compensation under Fifth Third's standard Director Pay Program.
  • 6Each new director received a pro-rated Restricted Stock Unit (RSU) grant of 3,527 RSUs.

Frequently Asked Questions

The new directors appointed are Kathleen A. Rogers and Laurent Desmangles.

The Board size was increased to sixteen directors to fill the vacancies created by the appointment of Ms. Rogers and Mr. Desmangles, indicating an expansion of the Board's capacity and potential diversity of expertise.

The new directors will be compensated under Fifth Third’s Director Pay Program. This includes a pro-rated Restricted Stock Unit (RSU) grant of 3,527 RSUs for each director.

Ms. Rogers will serve on the Audit, Human Capital and Compensation, and Risk and Compliance Committees. Mr. Desmangles will serve on the Nominating and Corporate Governance, Risk and Compliance, and Technology Committees.