Bruce Mitchell

About Bruce Mitchell

Bruce Mitchell is Executive Vice President and Chief Information Officer of Comerica Incorporated (since January 2024) and has served as EVP and Chief Information Officer of Comerica Bank since November 2020; he became a Comerica executive officer in 2024 and is age 52 . Prior to Comerica, he was Senior Vice President and Chief Information Officer of Wealth & Insurance Technology at TD Bank from March 2018 to October 2020, bringing front-line financial services technology leadership experience to Comerica’s modernization agenda . During 2024, Comerica delivered return on average common shareholders’ equity of 11.23%, return on average assets of 0.87%, EPS of $5.02, and CET1 of 11.89%, with a 122.4% funded short‑term incentive outcome—context that frames executive pay-for-performance at Comerica . Over the last five years, Comerica’s cumulative TSR was 11% versus 33% for the KBW Bank Index; 2024 “Say-on-Pay” passed with ~94% support, signaling investor acceptance of the compensation program design .

Past Roles

External Roles

Fixed Compensation

• Individual base salary, target bonus %, or actual bonus for Bruce Mitchell are not disclosed (he is not a Named Executive Officer in the DEF 14A). The company’s short‑term cash incentive (AEI) covers senior leaders (~395 individuals) with corporate funding driven by MIP EPS (65%), MIP Efficiency Ratio (15%), and Strategic Initiatives (20%) . In 2024, AEI funded at 122.4% on corporate results .

AEI individual target ranges (illustrative from NEO framework):

Performance Compensation

• Program structure: Executives receive a mix of short‑term AEI and long‑term equity awards via RSUs, stock options (discontinued for grants made in 2025), and performance share units under the Senior Executive Long‑Term Performance Plan (SELTPP) .

2024 AEI corporate scorecard (outcome drove funding across participants):

Long-term incentives (design elements):

• RSUs: vest 50% in year 2, 25% in year 3, 25% in year 4 .
• Stock options: 4‑year ratable vesting, 10‑year term, exercise price at grant close; discontinued from the January 2025 annual cycle (LT mix now 60% SELTPP / 40% RSUs) .
• SELTPP (2024–2026 cycle): measures absolute SELTPP ROCE and relative ROCE with a ±15% TSR modifier vs KBW Bank Index; payout capped at 150% . Target ranges: absolute 9–11%, relative 50th–75th percentile; threshold absolute 4% and relative 25th percentile; maximum absolute 16% and relative 75th percentile .

Prior cycle outcome (evidence of pay-for-performance):

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; CFO 3x; Sr. EVP/EVP (Level II) 3x; EVP (Level I) 2x. New for 2025, officers must retain 50% of after-tax shares from each vest/settlement until guideline met (grace period removed) .
• Hedging/pledging prohibited for all employees and directors; insider trading policy in place; company states it does not trade in its securities when in possession of MNPI other than under 10b5‑1 plans .
• Beneficial ownership context: directors and current executive officers as a group (28 people) own 1,458,391 shares (~1.10% of outstanding); none of the shares listed in the Security Ownership table are pledged .
• Individual ownership detail for Bruce Mitchell is not disclosed in the proxy’s Security Ownership table (which lists directors and NEOs) .

Ownership guidelines table:

Employment Terms

• No employment agreements: Comerica states it does not use employment agreements; severance/change‑of‑control specifics are provided for NEOs via standalone agreements .
• Change‑of‑control (NEOs): right to continued employment for 30 months post-CoC; if terminated without cause or resign for good reason during employment period, benefits include: unpaid salary; pro rata bonus (highest of last three years or most recent post‑CoC year); 3x (salary + highest annual bonus); pension make‑whole; 3 years of health/accident/disability/life benefits; outplacement; certain legacy agreements (pre‑2009) include excise tax gross‑ups/window; post‑2008 agreements remove gross‑ups and reduce benefits to avoid excise tax if beneficial after-tax .
• Clawbacks/forfeitures: mandatory Dodd‑Frank/NYSE recovery policy for executive officers for restatements; discretionary recoupment policy; SOX clawbacks; equity plan forfeiture for harmful conduct/poor risk management; forfeiture and clawback provisions apply to unvested equity and excess incentive compensation .
• Equity grant timing policy: grants made on regular annual grant date within trading windows; no timing around MNPI; off‑cycle grant practices governed; no option/SAR repricing without shareholder approval .
• Retirement benefits: active pension (RIA/SRIA cash balance) with 3–6% contribution credits based on age+service; supplemental plan covers compensation over IRS cap; 401(k) with 100% match up to 4% of qualified earnings .

Performance & Track Record (Company Context)

• 2024 company performance: CET1 11.89%; return on average common shareholders’ equity 11.23%; return on average assets 0.87%; EPS $5.02; average loans $51.0B; historically low net charge-offs of 0.10% of average loans .
• Strategic focus areas in 2024 included advancing technology/cyber capabilities and modernizing the tech footprint—areas aligned with the CIO remit .
• 5-year cumulative TSR: Company 11% vs KBW Bank Index 33% .

Compensation Committee, Peer Group, and Say-on-Pay

• 2024 Say‑on‑Pay approval ~94%; LTIP approval ~97%; support above 90% for last eight years .
• Independent consultant FW Cook retained; no conflicts reported .
• 2024 compensation peer group (selected): BOKF, Citizens, Cullen/Frost, Fifth Third, First Horizon, Huntington, KeyCorp, M&T, Regions, Synovus, Webster, Western Alliance, Zions .

Peer group (abbrev.) table:

Investment Implications

• Alignment: Strong pay-for-performance design with AEI (EPS, efficiency, strategic objectives) and SELTPP (absolute/relative ROCE with TSR modifier) creates measurable linkage to operating and shareholder outcomes; 2024 AEI funded at 122.4% and 2022–2024 SELTPP paid 135%—consistent with outturns, not discretion .
• Selling pressure risk: 2025 guideline change (mandatory 50% after-tax share retention until guideline met) plus prohibition on hedging/pledging reduces potential insider selling/pledging overhang for EVP‑level officers, including the CIO .
• Contractual risk: No employment agreements; CoC protections are explicitly for NEOs—no disclosed CoC agreement for Mitchell—limiting guaranteed payouts and suggesting lower severance risk vs NEO cohort .
• Execution focus: Board and CEO emphasized technology modernization and cyber capabilities in 2024; CIO role is central to these initiatives, making Mitchell’s execution a lever for operational efficiency and risk management (supportive of efficiency ratio and risk metrics in AEI) .
• Governance backstops: Dual clawbacks, equity forfeiture, and no option repricing mitigate shareholder‑unfriendly outcomes; high Say‑on‑Pay support indicates investor acceptance of the compensation framework .