Barbara Smith
COMERICAAbout Barbara R. Smith
Barbara R. Smith (age 65) is an independent director of Comerica Incorporated, serving on the Board since 2017 and currently acting as the Board’s Facilitating Director (lead independent director) . She is retired and most recently served as Executive Chairman (Sep 2023–Aug 2024), and earlier President, CEO and Chairman, of Commercial Metals Company; prior roles include CFO positions at Gerdau Ameristeel and FARO Technologies, with 20+ years of increasing finance leadership at Alcoa . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company | Executive Chairman; formerly President, CEO and Chairman; earlier CFO, COO, President & COO | Executive Chairman: Sep 2023–Aug 2024; President/CEO: Sep 2017–Sep 2023; Chairman: Jan 2018–Sep 2023; CFO from 2011; COO 2016; President & COO Jan 2017 | Led major industrial operator; extensive financial and operating leadership . |
| Gerdau Ameristeel | Vice President & Chief Financial Officer; Treasurer | CFO 2007–2011; Treasurer 2006–2007 | Financial leadership in metals manufacturing . |
| FARO Technologies, Inc. | Senior Vice President & Chief Financial Officer | Feb 2005–Jul 2006 | Public-company CFO experience . |
| Alcoa Inc. | Finance leadership roles | 20+ years prior to 2005 | Progressive finance leadership at a global industrial company . |
| Minerals Technologies Inc. | Director | 2011–Jul 2017 | Audit Committee Chair; Compensation Committee member . |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| D.R. Horton, Inc. | Director | Since Aug 26, 2024 | Current public company directorship . |
| Commercial Metals Company | Director/Chairman | Until Aug 2024 | Public company board service concluded Aug 2024 . |
Board Governance
- Roles: Facilitating Director (lead independent). Duties include presiding over executive sessions, serving as liaison to the Chairman, approving Board information, agendas and schedules, calling meetings of independent directors, and being available for shareholder consultation upon request .
- Independence: Board determined Ms. Smith and all other non-management directors are independent under NYSE rules; all standing committees are fully independent .
- Committees: Member, Governance, Compensation & Nominating Committee (GCNC); Member, Compliance Oversight Committee (COC) .
- Meeting cadence (2024): Board met 7 times; each current director attended at least 75% of Board and committee meetings during their service; GCNC held 6 meetings; COC held 9 meetings .
- Policies signaling governance quality: Overboarding limits (no more than three other public boards; Audit Committee members on no more than two other public audit committees); mandatory retirement age 72; regular executive sessions; anti-hedging/anti-pledging policy; majority voting; proxy access .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | Standard Board retainer . |
| Facilitating Director retainer | $45,000 (effective Oct 1, 2024; $40,000 prior to Oct 1, 2024) | Applicable to Ms. Smith as Facilitating Director; paid quarterly . |
| Committee retainers | Audit Chair $40,000; GCNC Chair $35,000; ERC Chair $35,000; QLCC Chair $20,000; COC Chair $40,000 | Chair fees by committee . |
| Committee member retainers | COC Member $20,000; Audit Member $10,000 | Member fees by committee (no per-meeting fees) . |
| Director deferred compensation | Optional deferral of cash into stock-settled or fund-tracked plan | Stock-settled plan tracks CMA stock; cash-settled tracks elected funds . |
| Retirement plan | None for non-employee directors | Legacy frozen benefits apply only to one director (not Ms. Smith) . |
| Barbara R. Smith – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 161,250 |
| Stock Awards (RSUs grant-date fair value) | 129,965 |
| Total | 291,215 |
Performance Compensation
| Element | Grant Date | Shares/Value | Vesting/Performance | Settlement |
|---|---|---|---|---|
| RSU award (annual director grant) | Jul 23, 2024 | 2,495 RSUs; ~$129,965 fair value | Vests immediately; no performance metrics (time-based) | Settles in CMA common stock on the first anniversary of separation from Board service (earlier on death/disability/CoC) . |
- Directors may participate in the broader LTIP, but non-employee director equity grants in 2024 consisted of RSUs (no performance-based metrics) and are subject to an annual $500,000 grant-date fair value cap for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | D.R. Horton, Inc. (since Aug 26, 2024) . |
| Recent public board service | Commercial Metals Company (until Aug 2024) . |
| Compensation Committee interlocks | None in 2024; no GCNC member (incl. Ms. Smith) had related-person relationships requiring disclosure; no reciprocal executive/committee interlocks reported . |
Expertise & Qualifications
- Financial expertise from multiple public-company CFO roles (Gerdau Ameristeel, FARO) and 20+ years at Alcoa; brings business leadership, financial acumen, and knowledge of Comerica’s geographic markets; experience as public company CEO/Chairman enhances board leadership effectiveness .
- Serves as Facilitating Director, providing independent leadership of executive sessions and Board agenda/information oversight, and acts as a liaison between independent directors and management .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership (as of Feb 28, 2025) | 18,662 shares (includes RSUs) . |
| RSUs included in beneficial ownership | 15,842 RSUs (non-voting; settle post-service) . |
| RSUs outstanding (as of Dec 31, 2024) | 15,662 RSUs . |
| Ownership as % of shares outstanding | <1% of class . |
| Pledging/Hedging | None; CMA prohibits director pledging/hedging; proxy states none of these shares are pledged . |
| Stock ownership guideline | Non-employee directors expected to own at least 5,000 shares (incl. RSUs) within 5 years; at least 1,000 within 12 months . |
| Guideline compliance (as of 12/31/2024) | All non-employee directors met guideline levels based on service period . |
Governance Assessment
- Strengths: Independent lead role with robust authorities; strong attendance culture (no director below 75%); independent, fully independent committees; clear overboarding/retirement policies; anti-hedging/anti-pledging; shareholder outreach and sustained strong Say-on-Pay support (94% in 2024; >90% for eight years) support investor confidence .
- Alignment: RSU-based equity with post-service settlement and 5,000-share guideline reinforces long-term alignment; Ms. Smith meets guidelines and maintains <1% ownership without pledging .
- Conflicts/related-party risk: No related-person transactions disclosed involving Ms. Smith; GCNC reports no interlocks or related-person issues among members in 2024 .
- Workload/overboarding: Current single additional public board (D.R. Horton) is within CMA’s overboarding limits; audit-committee-specific limits not implicated by her committee assignments .
No material red flags identified specific to Ms. Smith in the latest proxy: independence affirmed; no pledging/hedging; no related-party items; attendance above thresholds; compensation structure standard for bank boards with modest cash, time-based RSUs, and lead-director premium .