Corey Bailey

About Corey Bailey

Corey R. Bailey (age 51) is Executive Vice President, Middle Market and Business Banking at Comerica (executive officer since 2023). He has served as EVP at Comerica Incorporated since September 2022 and at Comerica Bank since April 2020; he became Executive Director of Middle Market and Business Banking in July 2023 after leading Credit Risk Management & Decisioning (Feb 2020–Jul 2023) and previously held Senior Vice President roles (Nov 2010–Apr 2020) . During his tenure as an executive officer (2023–2024), company performance measures included MIP EPS of $8.10 in 2023 and $5.63 in 2024; Net Income of $881m (2023) and $698m (2024); and cumulative 5‑year TSR of 11% vs 33% for the KBW Bank Index, with 2024 AEI corporate funding at 122.4% .

Past Roles

External Roles

• Not disclosed in the 2025 DEF 14A; no external directorships or public roles for Bailey were listed .

Fixed Compensation

• Corey Bailey is not a Named Executive Officer (NEO) in the 2024 compensation tables; individual base salary and cash incentive target percentages for Bailey are not disclosed in the proxy. The Annual Executive Incentive (AEI) program covers NEOs and approximately 395 senior leaders with metric-based corporate funding (see Performance Compensation) .

Performance Compensation

Comerica’s senior officer incentive design relevant to EVPs:

• Short-term AEI (cash): 1-year metrics and weightings — MIP EPS (65%), MIP Efficiency Ratio (15%), Strategic Initiatives (20%); corporate funding scales from 0–200% by goal attainment .
• Long-term SELTPP (equity PSUs): 3-year absolute SELTPP ROCE and relative ROCE vs KBW Bank Index, with a ±15% TSR modifier; max payout 150% and zero below threshold .
• Time-based RSUs and (for 2024 grants) stock options supplement long-term incentives .

2024 AEI Results (corporate funding):

Long-Term Incentive Design and 2024 Grants (program structure):

• SELTPP: 60% of LTI grant value; 2024–2026 performance period; absolute ROCE (target 9–11%, max 16%, threshold 4%) plus relative ROCE (50th–75th target range) and TSR modifier (±15%) vs KBW Bank Index .
• RSUs: 30% of LTI; time-based vesting schedule described below .
• Stock options: 10% of LTI in 2024 grants (discontinued for 2025 grants) .

2022–2024 SELTPP outcome (paid 2025):

• Achieved SELTPP ROCE of 16% and top-quartile relative ROCE → base 150% payout; reduced by −15% due to 4th quartile relative TSR → final payout 135% of target (illustrative for NEO awards) .

Equity Ownership & Alignment

Policies and practices (apply to executive officers, including EVPs):

• Stock ownership guidelines (updated for 2025): salary multiples — CEO 6x; CFO 3x; Sr. EVP/EVP (Level II) 3x; EVP (Level I) 2x. New requirement to retain 50% of after-tax shares from each SELTPP settlement, RSU vesting, or option exercise until guideline met; SELTPP and options do not count until vested/exercised .
• Hedging and pledging prohibitions: employees and directors may not hedge, hold in margin, or pledge Comerica securities .
• Security Ownership table states none of the reported director/NEO shares are pledged; Comerica does not permit hedging/pledging (Corey is not individually listed; aggregate executive officer group is shown) .

Vesting schedules and potential selling pressure:

Merger-related award treatment (Fifth Third transaction):

• PSUs convert at closing into time-based RSUs for Fifth Third stock based on the greater of target or performance through the latest practicable date; dividend equivalents carry over .
• Director deferred stock units fully vest and convert into Fifth Third deferred share units at closing; also addresses non-employee director awards (executive employee RSU/option treatment not explicitly excerpted here) .

Employment Terms

• Change-of-control agreements exist for current NEOs with double-trigger severance of 3x salary+highest annual bonus, pro-rata bonus, benefits continuation for 3 years, pension make-whole, and outplacement; current agreements do not include excise tax gross-ups (pre‑2008 agreements for the CEO differ) . Corey Bailey is not an NEO in 2024; analogous individual CoC/severance terms for him are not disclosed in the proxy .
• Transaction employee matters (Fifth Third 8‑K): Fifth Third agreed to maintain salary, bonus opportunity, LTI opportunity, and broadly comparable benefits through the Closing Year; then through the first anniversary, provide compensation/benefits no less favorable to similarly-situated Fifth Third employees. It will maintain the Comerica Severance Pay Plan for Continuing Employees through the first anniversary of closing, with service crediting as specified .
• Clawbacks and forfeiture: Dodd-Frank-compliant Compensation Recovery Policy (3-year lookback on restatements); discretionary Recoupment Policy; SOX clawback for CEO/CFO; equity award forfeiture for misconduct/risk failures .

Company Performance Context (during Bailey’s executive tenure)

Additional governance and investor signals:

• Say‑on‑pay support: ~94% approval at 2024 Annual Meeting; eight straight years above 90% support .
• Related-party transactions: Merger agreement reps note no Item 404 related-party transactions beyond disclosures in Comerica reports as of Oct 9, 2025 .

Compensation Structure Analysis

• Shift away from options: 2025 LTI mix removes options (now 60% SELTPP, 40% RSUs), lowering leverage/risk and near‑term exercise-driven selling pressure; increases emphasis on PSUs and time-vested RSUs .
• AEI funded at 122.4% for 2024 on above-target MIP EPS and strategic goals despite macro rate pressures, demonstrating formulaic linkage of cash incentives to operational outcomes .
• Performance hurdle consistency: SELTPP absolute ROCE target range held at 9–11% with max at 16%, and ±15% TSR modifier vs KBW Index, balancing absolute and relative rigor through cycles .
• Ownership alignment tightened: new 50% post‑tax share retention until guideline met; combined with hedging/pledging bans to discourage de‑risking/monetization .

Risk Indicators & Red Flags

• Hedging/pledging prohibited; Security Ownership table indicates no pledged shares in reported populations .
• No option repricing without shareholder approval; options eliminated in 2025 program design .
• Clawbacks robust and multi‑layered (Dodd‑Frank, SOX, forfeiture for risk failings) .
• Related-party transactions not indicated beyond routine disclosures; 8‑K merger reps re-affirm absence of Item 404 concerns as of signing .

Investment Implications

• Incentive alignment: With AEI/SELTPP anchored to MIP EPS, efficiency, and multi-year ROCE with a TSR modifier, Bailey’s (and EVP cohort’s) incentives are tied to profitability, cost discipline, and capital efficiency, supportive of prudent growth in Middle Market and Business Banking .
• Selling pressure outlook: Time-based RSU cliffs (50% at year 2) and potential PSU-to-RSU conversions at merger close create episodic supply; however, the 2025 removal of option grants and 50% post‑tax holding requirement mitigate immediate liquidity events and encourage share retention .
• Retention/transition risk: While Bailey’s individual severance/CoC terms are not disclosed, Fifth Third’s commitments to maintain compensation opportunities and to keep the Comerica Severance Pay Plan for one year post-close lower near-term attrition risk among senior operators during integration .
• Execution focus: 2024 AEI over-target funding and SELTPP structure indicate emphasis on delivering earnings and ROCE through cycle; company underperformed KBW on cumulative TSR over 5 years (11% vs 33%), increasing pressure on leaders of core commercial businesses to close the gap post‑transaction .