Arthur Angulo
COMERICAAbout Arthur G. Angulo
Arthur G. Angulo (age 60) has served on Comerica’s Board since 2023 and currently chairs both the Enterprise Risk Committee and the Compliance Oversight Committee, with designation as the Board’s risk expert. He is an independent director under NYSE rules. His background includes 27 years at the Federal Reserve Bank of New York overseeing supervision of large, complex financial institutions, followed by a decade of financial services risk and compliance consulting at Promontory Financial Group/IBM Consulting, and, since April 2024, consulting at Ludwig Advisors LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of New York (FRBNY) | Senior Vice President, Financial Institution Supervision Group | 2005–2014 | Member of Fed System operating committee overseeing supervision of largest U.S. global institutions; member of executive committee overseeing CCAR execution |
| Federal Reserve Bank of New York | Various roles | 1987–2014 | Deep regulatory supervision experience across risk and compliance |
| Promontory Financial Group (IBM Consulting) | Managing Director; Partner at IBM | 2014–Apr 2024 | Counseled clients on risk management and regulatory compliance |
| Ludwig Advisors LLC | Consultant | Since Apr 2024 | Regulatory and strategic consulting |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Ludwig Advisors LLC | Consultant | No | Regulatory/strategic consulting |
| Promontory Financial Group / IBM Consulting | Managing Director / Partner | No | Financial services risk advisory |
| FRBNY | Senior Vice President; committee member roles | No | Key U.S. bank supervision leadership |
No current other public company directorships are disclosed for Mr. Angulo .
Board Governance
- Committee assignments: Chair, Enterprise Risk Committee (ERC); Chair, Compliance Oversight Committee (COC); Member, Audit Committee (AC) .
- Independence: Board determined Mr. Angulo and all non-management directors are independent; 92% of Board is independent .
- Attendance: Board met 7 times in 2024; no director attended <75% of applicable meetings .
- Committee activity: AC met 13x; COC met 9x; ERC met 4x; QLCC met 0x in 2024 .
- Lead Independent Director structure: Facilitating Director (Barbara R. Smith) presides executive sessions and sets agendas/schedules to strengthen independent oversight .
Fixed Compensation
| Component (2024 non-employee director) | Amount |
|---|---|
| Annual Board retainer (cash) | $105,000 |
| Audit Committee Chair retainer (cash) | $40,000 |
| Enterprise Risk Committee Chair retainer (cash) | $35,000 |
| Compliance Oversight Committee Chair retainer (cash) | $40,000 |
| Audit Committee member retainer (cash) | $10,000 |
| Compliance Oversight Committee member retainer (cash) | $20,000 |
| Director RSU annual grant (7/23/2024) | 2,495 RSUs; $129,965 grant-date fair value |
| RSU settlement policy | Settles in stock on 1st anniversary of separation from Board (death/disability/CIC exceptions) |
| Angulo – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $193,490 |
| Stock awards (RSUs grant-date value) | $129,965 |
| Total | $323,455 |
| RSUs outstanding at 12/31/2024 (incl. dividend equivalents) | 5,086 units |
Performance Compensation
Directors receive time-based RSUs; performance-based incentives apply to executives. For pay-for-performance oversight, the Board’s compensation framework uses AEI and SELTPP metrics:
| 2024 AEI Corporate Metrics | Target | Threshold | Maximum | Actual |
|---|---|---|---|---|
| MIP EPS (65% weight) | $5.18 | $3.89 | $6.48 | $5.63 |
| MIP Efficiency Ratio (15% weight; inverse) | 68% | 85% | 51% | 69% |
| Strategic Initiatives – Risk Management (10%) | 100% | 75% | 125% | 97% |
| Strategic Initiatives – Growth (5%) | 100% | 75% | 125% | 100% |
| Strategic Initiatives – Human Capital (5%) | 100% | 75% | 125% | 106% |
| Long-Term SELTPP (2022–2024) | Absolute ROCE | Relative ROCE (peer rank) | TSR modifier | Payout |
|---|---|---|---|---|
| Result | 16.0% | First quartile | Fourth quartile (−15%) | 135% of target |
- Corporate funding calculation for AEI: 122.4% achieved; methodology uses 4% up/3% down step function relative to target .
Other Directorships & Interlocks
| Person | Other Public Boards | Committee Roles Elsewhere | Notes |
|---|---|---|---|
| Arthur G. Angulo | None disclosed | N/A | No interlocks disclosed . |
Expertise & Qualifications
- Regulatory/risk: 27 years at FRBNY with senior leadership in supervision and CCAR execution; extensive risk management and compliance advisory experience (Promontory/IBM; Ludwig Advisors) .
- Board risk leadership: Designated as Board’s risk expert; chairs ERC and COC overseeing enterprise risk, compliance, cybersecurity, and environmental/social risks .
- Banking industry knowledge: Deep financial services expertise directly relevant to Comerica’s operating and regulatory environment .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | 5,145 units (comprised of RSUs; no voting/investment power until settlement); <1% of class; none pledged |
| RSUs outstanding (12/31/2024) | 5,086 RSUs including dividend equivalents |
| Ownership guidelines (directors) | Expectation: ≥5,000 shares within 5 years; ≥1,000 shares within 12 months; all non-employee directors met guideline levels as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and employees |
| Settlement of director RSUs | Settles in stock one year after separation (exceptions for death/disability/CIC) |
Governance Assessment
- Board effectiveness: Angulo enhances Board oversight by chairing ERC and COC with formal designation as risk expert, strengthening governance of credit, liquidity, market, cybersecurity, and compliance risks .
- Independence and engagement: Independent status, with no director attendance shortfalls; active committees with regular meetings; Board met seven times in 2024 .
- Compensation alignment: Director pay combines modest cash retainers and deferred RSUs that settle post-tenure, fostering long-term alignment; all directors meet ownership guidelines .
- Shareholder signals: Strong “Say-on-Pay” support (≈94%) and consistent >90% support over eight years indicates investor confidence in pay governance .
- Conflicts oversight: Robust related party transaction policy (Reg O and Board RPT policy) with immaterial relationships reviewed; ordinary-course banking at market terms; no disclosed conflicts involving Angulo .
- RED FLAGS: None noted — no pledging/hedging, no overboarding (policy caps), and mandatory retirement at 72 supports refreshment; QLCC met 0 times but is available for material legal issues; Angulo is not a QLCC member .