Companies Fifth Third Bancorp
Fifth Third Bancorp (FITB): executive pay, fiscal 2025
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CEO vs. named peers42nd pct.Of 12 peer CEOs
CEO pay, last three years
- $9,385,726FY2023
- $10,107,358FY2024
- $11,052,366FY2025
CEO total pay was $11,052,366 in fiscal 2025, up from $10,107,358 in fiscal 2024.
FY2025: salary $1,116,635 · bonus $0 · stock awards $7,140,040 · option awards $0
Executives and directors
James Leonard · COOJude Schramm · ExecutiveBryan Preston · CFOKevin Lavender · ExecutiveRobert Shaffer · ExecutiveTimothy Spence · CEOB. Evan Bayh, III · Independent DirectorBarbara R. Smith · Independent DirectorC. Bryan Daniels · Independent DirectorDerek J. Kerr · Independent DirectorEileen A. Mallesch · Independent DirectorEmerson L. Brumback · Former director (through FY2025)Gary R. Heminger · Independent DirectorJorge L. Benitez · Independent DirectorKatherine B. Blackburn · Independent DirectorKathleen A. Rogers · Independent DirectorLaurent Desmangles · Independent DirectorLinda W. Clement-Holmes · Independent DirectorMarsha C. Williams · Former director (through FY2025)Michael B. McCallister · Former director (through FY2025)Michael G. Van de Ven · Independent DirectorMitchell S. Feiger · Independent DirectorNicholas K. Akins · Lead Independent DirectorPriscilla Almodovar · Independent DirectorThomas H. Harvey · Independent Director
Frequently asked questions
Who was the highest-paid executive at Fifth Third Bancorp in fiscal 2025?
As disclosed, Timothy Spence (President and Chief Executive Officer) was the highest-paid executive at Fifth Third Bancorp in fiscal 2025, with total compensation of $11,052,366.
How does Fifth Third Bancorp's chief executive pay compare to its disclosed peer group?
As disclosed, Timothy Spence's total compensation ranked at the 42nd percentile of Fifth Third Bancorp's disclosed peer group.
What is Fifth Third Bancorp's CEO-to-median employee pay ratio?
As disclosed, Fifth Third Bancorp's CEO-to-median employee pay ratio was 146:1.
How did shareholders vote on Fifth Third Bancorp's executive compensation?
As disclosed, 94.33% of shareholders supported Fifth Third Bancorp's executive compensation in the latest say-on-pay vote.
How much does Fifth Third Bancorp spend in total on board compensation for fiscal 2025?
As disclosed, Fifth Third Bancorp reported total board compensation of $3,624,684 for fiscal 2025.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Timothy Spence | $1,116,635 | $0 | $7,140,040 | $0 | $2,328,750 | $0 | $466,941 | $11,052,366 |
| President and Chief Executive Officer | ||||||||
| James Leonard | 736,712 | 0 | 2,550,037 | 0 | 1,165,000 | 0 | 163,431 | 4,615,180 |
| Executive Vice President and Chief Operating Officer | ||||||||
| Bryan Preston | 675,481 | 0 | 2,040,012 | 0 | 902,500 | 0 | 130,682 | 3,748,675 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Robert Shaffer | 685,096 | 0 | 2,040,012 | 0 | 830,500 | 0 | 138,947 | 3,694,555 |
| Executive Vice President and Chief Risk Officer | ||||||||
| Kevin Lavender | 685,097 | 0 | 2,040,012 | 0 | 818,500 | 0 | 133,322 | 3,676,931 |
| Executive Vice President and Head of Commercial Bank | ||||||||
| Jude Schramm | 593,971 | 0 | 1,020,006 | 0 | 787,500 | 0 | 128,544 | 2,530,021 |
| Executive Vice President and Chief Information Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Timothy Spence | $11,052,366 | $10,107,358 | $9,385,726 | ↑ +945,008 |
| James Leonard | 4,615,180 | 6,321,001 | 3,428,260 | ↓ −1,705,821 |
| Bryan Preston | 3,748,675 | 2,582,938 | — | ↑ +1,165,737 |
| Robert Shaffer | 3,694,555 | 5,551,001 | 2,498,438 | ↓ −1,856,446 |
| Kevin Lavender | 3,676,931 | 5,536,245 | 2,445,842 | ↓ −1,859,314 |
| Jude Schramm | 2,530,021 | — | 2,265,158 | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Our expected total compensation opportunities generally reflect the median pay levels of our Compensation Peer Group, with variations based on specific talent needs, experience, and other internal factors.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | F.W. Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jude Schramm | PSU | 2025-02-19 | 6,900 | 13,799 | — | 20,699 | $611,986 |
| Timothy Spence | PSU | 2025-02-19 | 48,298 | 96,596 | — | 144,894 | 4,284,033 |
| James Leonard | PSU | 2025-02-19 | 17,250 | 34,499 | — | 51,749 | 1,530,031 |
| Kevin Lavender | PSU | 2025-02-19 | 13,800 | 27,599 | — | 41,399 | 1,224,016 |
| Jude Schramm | RSU | 2025-02-19 | — | — | 9,200 | — | 408,020 |
| Bryan Preston | RSU | 2025-02-19 | — | — | 18,399 | — | 815,996 |
| James Leonard | RSU | 2025-02-19 | — | — | 22,999 | — | 1,020,006 |
| Timothy Spence | RSU | 2025-02-19 | — | — | 64,397 | — | 2,856,007 |
| Bryan Preston | PSU | 2025-02-19 | 13,800 | 27,599 | — | 41,399 | 1,224,016 |
| Robert Shaffer | RSU | 2025-02-19 | — | — | 18,399 | — | 815,996 |
| Robert Shaffer | PSU | 2025-02-19 | 13,800 | 27,599 | — | 41,399 | 1,224,016 |
| Kevin Lavender | RSU | 2025-02-19 | — | — | 18,399 | — | 815,996 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Jude Schramm | $408,020 | $611,986 | $0 | 60.0% |
| Timothy Spence | 2,856,007 | 4,284,033 | 0 | 60.0% |
| James Leonard | 1,020,006 | 1,530,031 | 0 | 60.0% |
| Kevin Lavender | 815,996 | 1,224,016 | 0 | 60.0% |
| Bryan Preston | 815,996 | 1,224,016 | 0 | 60.0% |
| Robert Shaffer | 815,996 | 1,224,016 | 0 | 60.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bryan Preston | RSU | 1,518 | — | $71,058 |
| Bryan Preston | Option | 2,145 | 37.19 | — |
| Jude Schramm | RSU | 3,372 | — | 157,843 |
| Robert Shaffer | RSU | 3,709 | — | 173,618 |
| Kevin Lavender | RSU | 3,709 | — | 173,618 |
| Jude Schramm | Option | 4,767 | 37.19 | — |
| Robert Shaffer | Option | 5,243 | 37.19 | — |
| Kevin Lavender | Option | 5,243 | 37.19 | — |
| James Leonard | RSU | 5,901 | — | 276,226 |
| Bryan Preston | PSU | 6,503 | — | 304,405 |
| Jude Schramm | RSU | 6,738 | — | 315,406 |
| James Leonard | Option | 8,342 | 37.19 | — |
| Bryan Preston | RSU | 8,423 | — | 394,281 |
| Jude Schramm | RSU | 9,200 | — | 430,652 |
| Jude Schramm | Option | 10,299 | 33.51 | — |
| Bryan Preston | Option | 12,874 | 33.51 | — |
| Robert Shaffer | RSU | 13,476 | — | 630,812 |
| Kevin Lavender | RSU | 13,476 | — | 630,812 |
| Jude Schramm | PSU | 13,799 | — | 645,931 |
| Bryan Preston | RSU | 14,274 | — | 668,166 |
| Jude Schramm | PSU | 14,438 | — | 675,843 |
| Jude Schramm | PSU | 14,451 | — | 676,451 |
| Robert Shaffer | PSU | 15,896 | — | 744,092 |
| Kevin Lavender | PSU | 15,896 | — | 744,092 |
| James Leonard | RSU | 16,845 | — | 788,514 |
| Bryan Preston | PSU | 18,048 | — | 844,827 |
| Bryan Preston | RSU | 18,399 | — | 861,257 |
| Robert Shaffer | RSU | 18,399 | — | 861,257 |
| Kevin Lavender | RSU | 18,399 | — | 861,257 |
| Timothy Spence | RSU | 20,232 | — | 947,060 |
| Robert Shaffer | Option | 20,598 | 33.51 | — |
| Kevin Lavender | Option | 20,598 | 33.51 | — |
| James Leonard | RSU | 22,999 | — | 1,076,583 |
| James Leonard | PSU | 25,289 | — | 1,183,778 |
| James Leonard | Option | 25,747 | 33.51 | — |
| Bryan Preston | PSU | 27,599 | — | 1,291,909 |
| Robert Shaffer | PSU | 27,599 | — | 1,291,909 |
| Kevin Lavender | PSU | 27,599 | — | 1,291,909 |
| Timothy Spence | Option | 28,599 | 37.19 | — |
| Robert Shaffer | PSU | 28,877 | — | 1,351,732 |
| Kevin Lavender | PSU | 28,877 | — | 1,351,732 |
| James Leonard | PSU | 34,499 | — | 1,614,898 |
| James Leonard | PSU | 36,096 | — | 1,689,654 |
| Timothy Spence | RSU | 44,470 | — | 2,081,641 |
| James Leonard | RSU | 58,875 | — | 2,755,939 |
| Robert Shaffer | RSU | 58,875 | — | 2,755,939 |
| Kevin Lavender | RSU | 58,875 | — | 2,755,939 |
| Jude Schramm | RSU | 58,875 | — | 2,755,939 |
| Timothy Spence | RSU | 64,397 | — | 3,014,424 |
| Timothy Spence | Option | 67,972 | 33.51 | — |
| Timothy Spence | PSU | 86,705 | — | 4,058,661 |
| Timothy Spence | PSU | 95,293 | — | 4,460,665 |
| Timothy Spence | PSU | 96,596 | — | 4,521,659 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Nicholas K. AkinsIndependent · Lead Independent Director · Nominating and Corporate Governance (Chair) · Human Capital and Compensation | $193,750 | $145,000 | $0 | $0 | $0 | $338,750 |
| Eileen A. MalleschIndependent · Audit (Chair) · Risk and Compliance | 163,750 | 145,000 | 0 | 0 | 0 | 308,750 |
| Gary R. HemingerIndependent · Human Capital and Compensation (Chair) · Audit | 160,055 | 145,000 | 0 | 0 | 0 | 305,055 |
| Mitchell S. FeigerIndependent · Risk and Compliance (Chair) · Technology (Chair) | 148,750 | 145,000 | 0 | 0 | 0 | 293,750 |
| Thomas H. HarveyIndependent · Risk and Compliance · Audit · Not standing for re-election | 143,750 | 145,000 | 0 | 0 | 0 | 288,750 |
| Jorge L. BenitezIndependent · Audit · Human Capital and Compensation | 143,750 | 145,000 | 0 | 0 | 0 | 288,750 |
| C. Bryan DanielsIndependent · Audit · Nominating and Corporate Governance | 133,750 | 145,000 | 0 | 0 | 0 | 278,750 |
| Kathleen A. RogersIndependent · Audit · Nominating and Corporate Governance | 133,750 | 145,000 | 0 | 0 | 0 | 278,750 |
| Katherine B. BlackburnIndependent · Nominating and Corporate Governance | 118,750 | 145,000 | 0 | 0 | 0 | 263,750 |
| Laurent DesmanglesIndependent · Technology | 118,750 | 145,000 | 0 | 0 | 0 | 263,750 |
| Linda W. Clement-HolmesIndependent · Audit · Human Capital and Compensation | 118,750 | 145,000 | 0 | 0 | 0 | 263,750 |
| B. Evan Bayh, IIIIndependent · Audit · Risk and Compliance | 118,750 | 145,000 | 0 | 0 | 0 | 263,750 |
| Michael B. McCallisterIndependent · Human Capital and Compensation · Not standing for re-election · Departed during FY · Partial-year service | 69,107 | — | 0 | 0 | 0 | 69,107 |
| Emerson L. BrumbackIndependent · Risk and Compliance · Not standing for re-election · Departed during FY · Partial-year service | 63,695 | — | 0 | 0 | 0 | 63,695 |
| Marsha C. WilliamsIndependent · Human Capital and Compensation · Nominating and Corporate Governance · Not standing for re-election · Departed during FY · Partial-year service | 55,577 | — | 0 | 0 | 0 | 55,577 |
| Timothy N. SpenceEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Priscilla AlmodovarIndependent · Nominating and Corporate Governance · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Michael G. Van de VenIndependent · Risk and Compliance · Nominating and Corporate Governance · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Barbara R. SmithIndependent · Audit · Human Capital and Compensation · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Derek J. KerrIndependent · Partial-year service · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $105,000 |
|---|---|
| Annual equity retainer | $145,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 45,000 / 25,000 / 25,000 |
| Stock ownership guideline | six times annual cash retainer |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,884,684 |
| Equity awards (grant-date value) | $1,740,000 |
| All other compensation | $0 |
| Total cost of the board | $3,624,684 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Fifth Third Bancorp as a peer
Companies that benchmark against FITB
18 companies name FITB as a compensation peer
- Ally Financial Inc.ALLYFY2025
- BREAD FINANCIAL HOLDINGS, INC.BFHFY2025
- CITIZENS FINANCIAL GROUP INC/RICFGFY2025
- Comerica IncorporatedCMAFY2024
- EAST WEST BANCORP INCEWBCFY2025
- FIRST CITIZENS BANCSHARES INC /DE/FCNCAFY2025
- FIRST HORIZON CORPFHNFY2025
- FLAGSTAR BANK, NATIONAL ASSOCIATIONFLGFY2025
- HUNTINGTON BANCSHARES INC /MD/HBANFY2025
- KEYCORP /NEW/KEYFY2025
- M&T BANK CORPMTBFY2025
- NORTHERN TRUST CORPNTRSFY2025
- PNC FINANCIAL SERVICES GROUP, INC.PNCFY2025
- REGIONS FINANCIAL CORPRFFY2025
- TRUIST FINANCIAL CORPTFCFY2025
- US BANCORP \DE\USBFY2025
- WESTERN ALLIANCE BANCORPORATIONWALFY2025
- ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ZIONFY2025
Each company listed discloses FITB in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FITB in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
TFC Truist Financial CorporationCFG Citizens Financial Group, Inc.RF Regions Financial CorporationUSB U.S. BancorpKEY KeyCorpMTB M&T Bank CorporationZION Zions BancorporationPNC The PNC Financial Services Group, Inc.CMA Comerica IncorporatedHBAN Huntington Bancshares IncorporatedFHN First Horizon National CorporationFCNCA First Citizens Bancshares, Inc.
Peer reciprocity
The companies Fifth Third Bancorp names as compensation peers that name it back in their own disclosed peer groups.
Truist Financial Corporation (TFC)136Citizens Financial Group, Inc. (CFG)137Regions Financial Corporation (RF)138U.S. Bancorp (USB)139KeyCorp (KEY)140M&T Bank Corporation (MTB)141Zions Bancorporation (ZION)142The PNC Financial Services Group, Inc. (PNC)143Comerica Incorporated (CMA)144Huntington Bancshares Incorporated (HBAN)145First Horizon National Corporation (FHN)146First Citizens Bancshares, Inc. (FCNCA)147
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | The PNC Financial Services Group, Inc. | 2025 | William Demchak | $1,300,000 | $17,500,184 | $0 | $9,200,000 | $29,503,081 |
| 2 | U.S. Bancorp | 2025 | Gunjan Kedia | 1,141,667 | 11,499,996 | 0 | 3,232,267 | 16,674,515 |
| 3 | Truist Financial Corporation | 2025 | William Rogers | 1,200,000 | 7,275,126 | 0 | 4,095,000 | 14,313,770 |
| 4 | Citizens Financial Group, Inc. | 2025 | Bruce Van Saun | 1,487,000 | 8,045,370 | 0 | — | 12,513,920 |
| 5 | Huntington Bancshares Incorporated | 2025 | Stephen Steinour | 1,189,583 | 6,899,983 | 0 | 3,550,000 | 12,124,358 |
| 6 | M&T Bank Corporation | 2025 | René F. Jones | 1,100,000 | 6,660,238 | 740,022 | 0 | 12,015,250 |
| 7 | KeyCorp | 2025 | Christopher Gorman | 1,200,000 | 6,209,991 | 689,998 | 3,240,000 | 11,522,025 |
| 8 | Fifth Third Bancorp | 2025 | Timothy Spence | 1,116,635 | 7,140,040 | 0 | 2,328,750 | 11,052,366 |
| 9 | First Horizon National Corporation | 2025 | D. Bryan Jordan | 1,236,000 | 5,561,967 | 0 | 2,132,100 | 10,330,365 |
| 10 | First Citizens Bancshares, Inc. | 2025 | Frank Holding, Jr. | 1,040,000 | 0 | 0 | 8,696,250 | 10,247,600 |
| 11 | Regions Financial Corporation | 2025 | John Turner | 1,190,385 | 4,223,579 | 0 | 4,313,096 | 10,037,428 |
| 12 | Comerica Incorporated | 2024 | Curtis Farmer | 1,115,981 | 4,806,148 | 523,202 | 2,037,960 | 8,864,041 |
| 13 | Zions Bancorporation | 2025 | Harris H. Simmons | 1,125,509 | 1,762,847 | 0 | 2,337,963 | 5,358,037 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Fifth Third Bancorp | 103.5% | PSU 60 · RSU 40 | No | F.W. Cook |
| Citizens Financial Group, Inc. | 110.7% | not disclosed | No | CAP (Compensation Advisory Partners) |
| Comerica Incorporated | not disclosed | SELTPP Units 60 · RSU 30 · Option 10 | not disclosed | Frederic W. Cook & Co. Inc. |
| First Citizens Bancshares, Inc. | 150% | Cash LTI 100 | No | Pay Governance |
| First Horizon National Corporation | 115% | PSU 60 · RSU 40 | Yes — TSR-rank modifier | Meridian Compensation Partners, LLC |
| Huntington Bancshares Incorporated | 149% | PSU 60 · RSU 40 | No | not disclosed |
| KeyCorp | 120% | PSU 60 · RSU 30 | No | Compensation Advisory Partners (CAP) |
| M&T Bank Corporation | not disclosed | PSU 90 · Options 10 | No | Aon |
| Regions Financial Corporation | 130% | RSU 33.33 · PSU 33.33 · PCU 33.33 | No | Frederic W. Cook & Co., Inc. |
| The PNC Financial Services Group, Inc. | not disclosed | PSU 60 · RSU 40 | No | Meridian Compensation Partners, LLC |
| Truist Financial Corporation | 105% | PSU 40 · RSU 35 · LTIP Units 25 | Yes — 3-Year Relative TSR | Farient Advisors LLC |
| U.S. Bancorp | not disclosed | PRSU 60 · RSU 40 | No | Meridian Compensation Partners, LLC |
| Zions Bancorporation | 83% | Cash LTI 50 · RSU 50 | not disclosed | FW Cook |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-21 | 699,182,469 | 39,949,231 | 2,104,169 | 94.33% | Passed |
| 2025 | 2025-04-15 | 507,675,415 | 26,167,073 | 1,198,656 | 94.89% | Passed |
| 2024 | 2024-04-16 | 528,314,088 | 23,403,249 | 1,162,549 | 95.56% | Passed |
| 2023 | 2023-04-18 | 513,028,498 | 27,805,219 | 1,814,786 | 94.54% | Passed |
| 2022 | 2022-04-12 | 514,397,067 | 26,011,765 | 1,147,755 | 94.98% | Passed |
| 2021 | 2021-04-13 | 480,395,071 | 69,195,673 | 2,741,055 | 86.98% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-04-21 | 94.33%a |
| 2025 | 2025-04-15 | 94.89%b |
| 2024 | 2024-04-16 | 95.56%c |
a. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote cast against such proposal and shares not voted on these proposals by brokers and other entities holding shares on behalf of beneficial owners will not be counted as present to vote on these proposals and will have no effect on the outcome.”.
b. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote cast against such proposal and shares not voted on these proposals by brokers and other entities holding shares on behalf of beneficial owners will not be counted as present to vote on these proposals and will have no effect on the outcome.”.
c. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote cast against such proposal and shares not voted on these proposals by brokers and other entities holding shares on behalf of beneficial owners will not be counted as present to vote on these proposals and will have no effect on the outcome.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 146 : 1 |
|---|---|
| CEO total compensation | $11,052,366 |
| Median employee compensation | $75,501 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Jeffrey A. Lopper | Chief Accounting Officer | 2026-04-17 | D | 2,046 | $50 | $102,996 | Common | Form 4 ↗ |
| Jeffrey A. Lopper | Chief Accounting Officer | 2026-04-17 | A | 3,835 | 18 | 69,452 | Common | Form 4 ↗ |
| Jeffrey A. Lopper | Chief Accounting Officer | 2026-04-17 | D | 3,835 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Kevin J. Khanna | EVP | 2026-04-20 | D | 2,000 | 51 | 101,550 | Common | Form 4 ↗ |
| Kevin J. Khanna | EVP | 2026-04-20 | D | 4,000 | 51 | 203,080 | Common | Form 4 ↗ |
| Eileen A. Mallesch | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Katherine B. Blackburn | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Van de Ven Michael G | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Kathleen A. Rogers | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Gary R. Heminger | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Laurent Desmangles | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Barbara R. Smith | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Nicholas K. Akins | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Jorge L. Benitez | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| B. Evan Bayh, III | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Priscilla Almodovar | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Linda W. Clement-Holmes | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| C. Bryan Daniels | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Mitchell S. Feiger | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Derek J. Kerr | Director | 2026-04-21 | A | 2,838 | 0 | 0 | Common | Form 4 ↗ |
| Peter L. Sefzik | EVP | 2026-04-28 | D | 200 | 50 | 10,094 | Common | Form 4 ↗ |
| Peter L. Sefzik | EVP | 2026-04-28 | D | 100 | 50 | 5,047 | Common | Form 4 ↗ |
| Peter L. Sefzik | EVP | 2026-04-28 | D | 435 | 50 | 21,946 | Common | Form 4 ↗ |
| Peter L. Sefzik | EVP | 2026-04-28 | D | 100 | 50 | 5,045 | Common | Form 4 ↗ |
| Peter L. Sefzik | EVP | 2026-04-28 | D | 398 | 50 | 20,075 | Common | Form 4 ↗ |
| Peter L. Sefzik | EVP | 2026-04-28 | D | 18,767 | 50 | 946,983 | Common | Form 4 ↗ |
| Kala Gibson | EVP | 2026-04-29 | D | 4,300 | — | — | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 8,248 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 9,654 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 4,965 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 8,772 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 5,939 | 57 | 340,899 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | A | 8,248 | 30 | 244,471 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 6,667 | 57 | 382,686 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | A | 9,654 | 27 | 257,955 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 3,753 | 57 | 215,422 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | A | 4,965 | 33 | 164,689 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | D | 6,041 | 57 | 346,753 | Common | Form 4 ↗ |
| James Leonard | EVP & Chief Operating Officer | 2026-07-20 | A | 8,772 | 27 | 232,633 | Common | Form 4 ↗ |
| Kala Gibson | EVP | 2026-08-04 | D | 7,018 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Kala Gibson | EVP | 2026-08-04 | A | 7,018 | 27 | 186,117 | Common | Form 4 ↗ |
| Kala Gibson | EVP | 2026-08-04 | D | 4,821 | 58 | 278,509 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 4 | 53 | 213 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 910 | 53 | 48,453 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 300 | 53 | 15,971 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 372 | 53 | 19,802 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 500 | 53 | 26,613 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 200 | 53 | 10,644 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 200 | 53 | 10,643 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 200 | 53 | 10,642 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 300 | 53 | 15,957 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 200 | 53 | 10,637 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 200 | 53 | 10,636 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 3,032 | 53 | 161,227 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 600 | 53 | 31,884 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 2,700 | 53 | 143,438 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 400 | 53 | 21,246 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 900 | 53 | 47,786 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 300 | 53 | 15,924 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 400 | 53 | 21,226 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 400 | 53 | 21,222 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 400 | 53 | 21,218 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 1,100 | 53 | 58,482 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 791 | 53 | 42,046 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 2,800 | 53 | 148,806 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 300 | 53 | 15,941 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 1,691 | 53 | 89,767 | Common | Form 4 ↗ |
| Jude Schramm | EVP & CIO | 2026-10-26 | D | 800 | 53 | 42,428 | Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-28 | D | 26,393 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-28 | D | 19,642 | 53 | 1,050,258 | Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-28 | D | 19,126 | 53 | 1,022,667 | Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-28 | A | 26,829 | 27 | 716,871 | Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-28 | D | 26,829 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-28 | A | 26,393 | 30 | 782,289 | Common | Form 4 ↗ |
| Megan D. Burkhart | EVP & Chief HR Officer | 2026-10-29 | D | 397.56 | 53 | 21,248 | Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-29 | D | 4,620 | — | — | Common | Form 4 ↗ |
| Timothy Spence | Director | 2026-10-29 | D | 8,257 | 55 | 450,007 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (147 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Timothy Spence. DEF 14A, filed 2026-03-09. Section “Compensation of Named Executive Officers” · page 65. As printed: 11,052,366. View filing ↗
- Section 01, James Leonard. DEF 14A, filed 2026-03-09. Section “Compensation of Named Executive Officers” · page 65. As printed: 4,615,180. View filing ↗
- Section 01, Bryan Preston. DEF 14A, filed 2026-03-09. Section “Compensation of Named Executive Officers” · page 65. As printed: 3,748,675. View filing ↗
- Section 01, Robert Shaffer. DEF 14A, filed 2026-03-09. Section “Compensation of Named Executive Officers” · page 65. As printed: 3,694,555. View filing ↗
- Section 01, Kevin Lavender. DEF 14A, filed 2026-03-09. Section “Compensation of Named Executive Officers” · page 65. As printed: 3,676,931. View filing ↗
- Section 01, Jude Schramm. DEF 14A, filed 2026-03-09. Section “Compensation of Named Executive Officers” · page 65. As printed: 2,530,021. View filing ↗
- Section 03, Jude Schramm PSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Timothy Spence PSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, James Leonard PSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Kevin Lavender PSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Jude Schramm RSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Bryan Preston RSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, James Leonard RSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Timothy Spence RSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Bryan Preston PSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Robert Shaffer RSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Robert Shaffer PSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Kevin Lavender RSU. DEF 14A, filed 2026-03-09. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-09. Section “CEO Pay Ratio”. As printed: 146 : 1. View filing ↗
- Section 08, Nicholas K. Akins. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 338,750. View filing ↗
- Section 08, Eileen A. Mallesch. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 308,750. View filing ↗
- Section 08, Gary R. Heminger. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 305,055. View filing ↗
- Section 08, Mitchell S. Feiger. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 293,750. View filing ↗
- Section 08, Thomas H. Harvey. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 288,750. View filing ↗
- Section 08, Jorge L. Benitez. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 288,750. View filing ↗
- Section 08, C. Bryan Daniels. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 278,750. View filing ↗
- Section 08, Kathleen A. Rogers. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 278,750. View filing ↗
- Section 08, Katherine B. Blackburn. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 263,750. View filing ↗
- Section 08, Laurent Desmangles. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 263,750. View filing ↗
- Section 08, Linda W. Clement-Holmes. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 263,750. View filing ↗
- Section 08, B. Evan Bayh, III. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 263,750. View filing ↗
- Section 08, Michael B. McCallister. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 69,107. View filing ↗
- Section 08, Emerson L. Brumback. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 63,695. View filing ↗
- Section 08, Marsha C. Williams. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 55,577. View filing ↗
- Section 08, Timothy N. Spence. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Priscilla Almodovar. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Michael G. Van de Ven. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Barbara R. Smith. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Derek J. Kerr. DEF 14A, filed 2026-03-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Jeffrey A. Lopper 2026-04-17. Form 4, filed 2026-04-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jeffrey A. Lopper 2026-04-17. Form 4, filed 2026-04-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jeffrey A. Lopper 2026-04-17. Form 4, filed 2026-04-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kevin J. Khanna 2026-04-20. Form 4, filed 2026-04-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kevin J. Khanna 2026-04-20. Form 4, filed 2026-04-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Eileen A. Mallesch 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Katherine B. Blackburn 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Van de Ven Michael G 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kathleen A. Rogers 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Gary R. Heminger 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Laurent Desmangles 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Barbara R. Smith 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Nicholas K. Akins 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jorge L. Benitez 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, B. Evan Bayh, III 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Priscilla Almodovar 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Linda W. Clement-Holmes 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, C. Bryan Daniels 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mitchell S. Feiger 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Derek J. Kerr 2026-04-21. Form 4, filed 2026-04-23. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter L. Sefzik 2026-04-28. Form 4, filed 2026-04-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter L. Sefzik 2026-04-28. Form 4, filed 2026-04-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter L. Sefzik 2026-04-28. Form 4, filed 2026-04-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter L. Sefzik 2026-04-28. Form 4, filed 2026-04-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter L. Sefzik 2026-04-28. Form 4, filed 2026-04-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Peter L. Sefzik 2026-04-28. Form 4, filed 2026-04-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kala Gibson 2026-04-29. Form 4, filed 2026-04-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, James Leonard 2026-07-20. Form 4, filed 2026-07-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kala Gibson 2026-08-04. Form 4, filed 2026-08-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kala Gibson 2026-08-04. Form 4, filed 2026-08-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Kala Gibson 2026-08-04. Form 4, filed 2026-08-05. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jude Schramm 2026-10-26. Form 4, filed 2026-10-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-28. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-28. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-28. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-28. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-28. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-28. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Megan D. Burkhart 2026-10-29. Form 4, filed 2026-11-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-29. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy Spence 2026-10-29. Form 4, filed 2026-10-30. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-04-24. Item 5.07 · say-on-pay result. As reported: 94.33% (votes for as printed: 699,182,469). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-04-17. Item 5.07 · say-on-pay result. As reported: 94.89% (votes for as printed: 507,675,415). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-04-19. Item 5.07 · say-on-pay result. As reported: 95.56% (votes for as printed: 528,314,088). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 1,884,684 + equity 1,740,000 + all other 0 = 3,624,684, summed across the director compensation table rows.
- The PNC Financial Services Group, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in The PNC Financial Services Group, Inc.'s own proxy. As printed: 29,503,081. View filing ↗
- U.S. Bancorp, Section 10b CEO total. DEF 14A, filed 2026-03-10. CEO total compensation as printed in U.S. Bancorp's own proxy. As printed: 16,674,515. View filing ↗
- Truist Financial Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-16. CEO total compensation as printed in Truist Financial Corporation's own proxy. As printed: 14,313,770. View filing ↗
- Citizens Financial Group, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-09. CEO total compensation as printed in Citizens Financial Group, Inc.'s own proxy. As printed: 12,513,920. View filing ↗
- Huntington Bancshares Incorporated, Section 10b CEO total. DEF 14A, filed 2026-03-12. CEO total compensation as printed in Huntington Bancshares Incorporated's own proxy. As printed: 12,124,358. View filing ↗
- M&T Bank Corporation, Section 10b CEO total. DEF 14A. CEO total compensation as printed in M&T Bank Corporation's own proxy. As printed: 12,015,250. View filing ↗
- KeyCorp, Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in KeyCorp's own proxy. As printed: 11,522,025. View filing ↗
- Fifth Third Bancorp (subject), Section 10b CEO total. DEF 14A, filed 2026-03-09. CEO total compensation as printed in Fifth Third Bancorp's own proxy. As printed: 11,052,366. View filing ↗
- First Horizon National Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-16. CEO total compensation as printed in First Horizon National Corporation's own proxy. As printed: 10,330,365. View filing ↗
- First Citizens Bancshares, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-23. CEO total compensation as printed in First Citizens Bancshares, Inc.'s own proxy. As printed: 10,247,600. View filing ↗
- Regions Financial Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-23. CEO total compensation as printed in Regions Financial Corporation's own proxy. As printed: 10,037,428. View filing ↗
- Comerica Incorporated, Section 10b CEO total. DEF 14A, filed 2025-03-17. CEO total compensation as printed in Comerica Incorporated's own proxy. As printed: 8,864,041. View filing ↗
- Zions Bancorporation, Section 10b CEO total. DEF 14A, filed 2026-03-19. CEO total compensation as printed in Zions Bancorporation's own proxy. As printed: 5,358,037. View filing ↗
- Section 10a, Truist Financial Corporation reciprocity. DEF 14A. Truist Financial Corporation names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Citizens Financial Group, Inc. reciprocity. DEF 14A. Citizens Financial Group, Inc. names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Regions Financial Corporation reciprocity. DEF 14A. Regions Financial Corporation names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, U.S. Bancorp reciprocity. DEF 14A. U.S. Bancorp names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, KeyCorp reciprocity. DEF 14A. KeyCorp names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, M&T Bank Corporation reciprocity. DEF 14A. M&T Bank Corporation names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Zions Bancorporation reciprocity. DEF 14A. Zions Bancorporation names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, The PNC Financial Services Group, Inc. reciprocity. DEF 14A. The PNC Financial Services Group, Inc. names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Comerica Incorporated reciprocity. DEF 14A. Comerica Incorporated names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Huntington Bancshares Incorporated reciprocity. DEF 14A. Huntington Bancshares Incorporated names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, First Horizon National Corporation reciprocity. DEF 14A. First Horizon National Corporation names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, First Citizens Bancshares, Inc. reciprocity. DEF 14A. First Citizens Bancshares, Inc. names Fifth Third Bancorp in its own disclosed peer group (read from its most recent proxy). View filing ↗