Curtis Farmer
COMERICAAbout Curtis C. Farmer
Curtis C. Farmer, age 62, serves as Chairman, President and CEO of Comerica Incorporated and Comerica Bank (Chairman since Jan 2020; CEO since Apr 2019; President since Apr 2015; executive officer since 2008), after 23 years at Wachovia where he was Executive Vice President and Wealth Management Director prior to joining Comerica in 2008 . Under Farmer’s leadership in 2024, Comerica reported ROE of 11.23%, ROA of 0.87%, EPS of $5.02, CET1 of 11.89%, average loans of $51.0B, and historically low net charge-offs of 0.10%; the company resumed share repurchases and reduced brokered time deposits by $3.5B and short-term borrowings by $3.6B year-over-year . Over the last five years, Comerica’s cumulative TSR was 11% versus 33% for the KBW Bank Index; 2024 “Say-on-Pay” support was ~94% and has exceeded 90% for eight consecutive years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comerica Incorporated and Comerica Bank | Chairman | Jan 2020 – Present | Board leadership; bridge between management and Board; led strategic and risk initiatives including Excellence Program . |
| Comerica Incorporated and Comerica Bank | Chief Executive Officer | Apr 2019 – Present | Guided Commercial, Retail, Wealth; resumed buybacks; strengthened capital/liquidity; technology modernization and market expansion . |
| Comerica Incorporated and Comerica Bank | President | Apr 2015 – Present | Leadership across core businesses and support functions; efficiency (GEAR Up) and digital transformation groundwork . |
| Comerica Incorporated and Comerica Bank | Vice Chairman | Apr 2011 – Apr 2015 | Oversight of credit, marketing, enterprise tech and operations . |
| Comerica Incorporated and Comerica Bank | Executive Vice President | Oct 2008 – Apr 2011 | Senior executive responsibilities post-Wachovia transition . |
| Wachovia Corporation | EVP & Wealth Management Director | Oct 2005 – Oct 2008 | Led wealth management; 23 years at Wachovia in roles of increasing scope . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Instruments Incorporated | Director | Since Apr 1, 2023 | Public company board experience; technology and governance exposure . |
| Bank Policy Institute | Board/Leadership involvement | Ongoing | Industry policy engagement; banking regulatory insight . |
| The Clearing House | Board/Leadership involvement | Ongoing | Payments system governance; operational and regulatory perspective . |
Fixed Compensation
| Year | Base Salary ($) | Target AEI (% of Base) | Max AEI (% of Base) | Actual AEI Award ($) |
|---|---|---|---|---|
| 2024 | 1,115,981 | 150% | 300% | 2,037,960 |
| 2023 | 1,073,173 | 150% | 300% | 1,186,800 |
| 2022 | 1,047,442 | 150% | 300% | 3,150,000 |
Notes: AEI funded at 122.4% for 2024 based on corporate performance (MIP EPS, MIP Efficiency Ratio, Strategic Initiatives) .
Performance Compensation
Annual Executive Incentive (AEI) – 2024 Design and Outcome
| Metric | Weight | Target | Actual | Funding |
|---|---|---|---|---|
| MIP EPS | 65% | $5.18 | $5.63 | 136% |
| MIP Efficiency Ratio | 15% | 68% | 69% | 97% |
| Strategic Initiatives – Risk Mgmt | 10% | 100% | 97% | 91% (weighted 9%) |
| Strategic Initiatives – Growth | 5% | 100% | 100% | 100% (weighted 5%) |
| Strategic Initiatives – Human Capital | 5% | 100% | 106% | 124% (weighted 6%) |
| Total Corporate Funding | — | — | — | 122.4% |
Design notes: MIP EPS and Efficiency are non-GAAP with interest rate collar and specific adjustments; Strategic Initiatives cover risk, growth, human capital .
Long-Term Incentives – 2024 Grants (Granted Jan 23, 2024)
| Instrument | Grant Value ($) | Units/Shares | Vesting | Key Terms |
|---|---|---|---|---|
| SELTPP Units | 3,231,056 | Target 58,375 | Cliff after 3 years (Dec 31, 2026), performance-determined | Absolute ROCE (target 9–11%), Relative ROCE (KBW Bank Index), TSR modifier ±15%, cap 150% . |
| RSUs | 1,575,092 | 29,190 | 50% at year 2; 25% at years 3 and 4 | Dividends accrue and pay at vesting . |
| Stock Options | 523,202 | 29,660 | 25% per year over 4 years; term 10 years | Exercise price $53.96 on grant date ; options discontinued for 2025 LTI mix . |
SELTPP 2022–2024 outcome: SELTPP ROCE 16.0% (First quartile relative ROCE); TSR in fourth quartile → payout at 135%; Farmer received 36,747 shares vs 27,220 target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 404,944 shares (includes 79,023 RSUs and 105,863 options exercisable by Apr 29, 2025); no pledging permitted or present . |
| Shares Outstanding | 131,205,672 (Record Date Feb 28, 2025) . |
| Ownership % of Outstanding | ~0.31% (calculated from 404,944 / 131,205,672) . |
| Vested vs Unvested | Unvested RSUs: 29,190 (2024 grant); SELTPP unearned: 63,240 (performance period to 2025) and 58,375 (to 2026) . |
| Options – Exercisable vs Unexercisable | Exercisable by Apr 29, 2025: 105,863; Unexercisable include 2024 grant 29,660 at $53.96 (expire Jan 23, 2034) . |
| Ownership Guidelines | CEO 6x salary; 2025 update requires retention of 50% of after-tax shares from vest/exercise until guideline met; NEOs largely in compliance . |
| Hedging/Pledging Policy | Prohibited for employees and directors . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreements | None; executives are not party to employment agreements . |
| Severance (non-CoC) | Standard salaried plan: base salary, COBRA, outplacement; unvested equity forfeited; applies broadly to NEOs . |
| Change-of-Control (CoC) | 30-month employment period; if terminated without cause or for good reason: 3x salary + highest annual bonus; pro-rata bonus; pension “make-whole”; 3 years of benefits; outplacement; lump-sum payments (double-trigger for post-2018 grants; pre-2018 single-trigger awards vest) . |
| Legacy CoC Provisions (Farmer) | Window period resignation (30 days after 1-year anniversary), excise tax “gross-up”/cut-back per thresholds due to pre-2008 agreement terms . |
| 2024 Scenario Values (Farmer) | Early retirement AEI payout: $2,037,960; CoC termination: $35,135,865; Disability: $4,162,304; Death: $15,036,560 . |
| Clawbacks/Recoupment | Dodd-Frank/NYSE-compliant Compensation Recovery Policy; discretionary Recoupment Policy; Sarbanes-Oxley clawback; equity plan forfeiture for misconduct/risk failings . |
Director and Board Governance (Farmer as director)
- Board leadership: Farmer serves as combined Chairman and CEO; an independent Facilitating Director (Barbara R. Smith) leads executive sessions, approves Board information/agendas/schedules, liaises with non-management directors .
- Independence/attendance: 11 of 12 directors independent; all committees are independent; no directors <75% attendance; seven Board meetings in 2024 .
- Committees: Audit (Chair: Cregg), Enterprise Risk (Chair: Angulo, designated risk expert), Governance, Compensation & Nominating (Chair: Van de Ven), Compliance Oversight (Chair: Angulo), Qualified Legal Compliance (Chair: Cregg) .
- Director compensation: Employee directors (including Farmer) receive no Board compensation; non-employee directors receive cash retainers and RSUs; RSUs settle one year after separation from Board .
- Independence policies: No hedging/pledging; overboarding limits; proxy access; majority voting standard; annual self-evaluation; mandatory retirement age 72 .
Compensation Structure Analysis (CEO)
| Element | Observation |
|---|---|
| Pay mix | Variable pay dominated: 86% of CEO’s 2024 target direct compensation “at-risk” (cash AEI + equity) . |
| Metric design | Blend of absolute and relative measures; MIP EPS/Efficiency (1-year) and SELTPP ROCE (3-year) with TSR modifier; non-GAAP definitions used with collars and adjustments . |
| Options usage | 10% of 2024 LTI; discontinued in 2025 to align with market/regulatory expectations (moving to 60% SELTPP / 40% RSUs) . |
| Stock ownership | Strengthened 2025 retention rule (50% post-tax share retention until guideline met) enhances alignment and reduces selling pressure . |
| Perquisites | Aircraft personal use allowed up to $150,000 annually; 2024 incremental cost $139,085; security services during personal travel due to threat assessment . |
| Tax treatment | ~$15.6M of 2024 compensation non-deductible; estimated cost ~$2.3M (illustrative) . |
Multi‑Year Compensation (CEO)
| Year | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | Pension Change ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 4,806,148 | 523,202 | 2,037,960 | 200,036 | 180,714 | 8,864,041 |
| 2023 | 4,600,078 | 493,124 | 1,186,800 | 308,280 | 58,219 | 7,719,674 |
| 2022 | 3,854,352 | 426,853 | 3,150,000 | 187,153 | 67,564 | 8,733,364 |
Pension and Deferred Compensation
- Pension present value (Dec 31, 2024): RIA $648,316; SRIA $689,636; early retirement eligibility attained .
- Deferred compensation: No CEO amounts disclosed for 2024; plan features described, but balances shown for CFO only .
Performance & Track Record
| Metric/Initiative | 2024 Outcome |
|---|---|
| Capital and earnings | CET1 11.89%; EPS $5.02; ROE 11.23%; ROA 0.87% . |
| Credit quality | Net charge-offs 0.10% of average loans; historically low and peer-leading . |
| Balance sheet actions | Reduced brokered time deposits by $3.5B and short-term borrowings by $3.6B; grew customer deposits . |
| Strategic progress | Excellence Program launched; technology modernization; Southeast expansion; payments/small business growth; customer experience improvements . |
| TSR | Five-year cumulative TSR 11% vs 33% KBW Bank Index . |
Compensation Committee & Peer Group
- Committee is fully independent; uses FW Cook as independent consultant; annual risk reviews; no conflicts identified .
- 2024 peer group includes regional peers (e.g., Fifth Third, M&T, Regions, Zions); targets set around median; variable pay flexes with performance .
Board Service Notes (Dual‑Role Implications)
- Combined Chair/CEO structure increases potential entrenchment risk; mitigated by an independent Facilitating Director with robust authorities and fully independent committees/executive sessions .
- Farmer receives no incremental director pay, preserving compensation focus on operating performance .
Investment Implications
- Alignment: Strong pay-for-performance architecture (86% at-risk; AEI 122.4% funding; SELTPP with ROCE/TSR) aligns CEO incentives to earnings quality and risk-adjusted returns; enhanced 2025 ownership retention reduces near-term selling pressure from vesting events .
- Retention/CoC: Legacy change-of-control terms (3x salary+bonus, window and potential excise “gross-up” for Farmer) imply elevated transaction costs in a sale scenario; investors should model ~$35.1M CoC cost to Farmer on a Dec 31, 2024 basis .
- Governance risk: Dual Chair/CEO persists; mitigants include lead independent director and independent committee structure with strong risk oversight, but TSR lag vs peers over five years warrants scrutiny of long-term value creation under current strategy .
- Near-term flow: Upcoming RSU tranches (50% vest at two years) and SELTPP distributions (2025–2026 determinations) may create periodic liquidity events; policy prohibits pledging/hedging and strengthened retention reduces disposition risk .
- Support signals: Consistently high say‑on‑pay (>90% for eight years; 94% in 2024) indicates investor acceptance of program design despite TSR underperformance, aided by credit/capital strength and improved earnings quality .