J. McGregor Carr
COMERICAAbout J. McGregor Carr
J. McGregor Carr, 57, is Executive Vice President and Executive Director of Wealth Management at Comerica Incorporated, serving as an executive officer since March 2020. Prior to Comerica, he spent ~12 years at Wells Fargo in senior wealth leadership roles, including Senior Managing Director (Aug 2017–Feb 2020) and Regional Managing Director (2008–Aug 2017) . Company context for incentive alignment: 2024 ROE was 11.23%, ROA 0.87%, and EPS $5.02; CET1 stood at 11.89% amid deposit and funding improvements . Over the last five years, Comerica’s cumulative TSR was 11% versus 33% for the KBW Bank Index, framing relative-return positioning tied to executive performance awards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wells Fargo Bank, N.A. | Senior Managing Director | Aug 2017 – Feb 2020 | Led regional wealth platform; senior leadership in client, product and risk execution |
| Wells Fargo Bank, N.A. | Regional Managing Director | 2008 – Aug 2017 | Ran regional wealth business; growth and team/coverage leadership |
External Roles
- No public company directorships or external roles disclosed for Carr in Comerica’s filings .
Fixed Compensation
Multi-year detail is not disclosed for Carr beyond 2020 (he was a Named Executive Officer that year). 2020 components:
| Metric | 2020 |
|---|---|
| Base Salary ($) | 450,635 |
| Target Bonus (% of base) | 80% (AEI target) |
| Actual Bonus Paid ($) | 192,600 (54% of target) |
| All Other Compensation ($) | 330,251 (includes $320,086 relocation; $68,102 tax assistance) |
Notes:
- Carr had no pension accruals in 2020 (RIA/SRIA N/A) .
- Deferred compensation: he contributed $21,503 in 2020; year-end balance $24,691 .
Performance Compensation
Program structure (applies to EVPs including Carr):
- Short-term (AEI): 1-year plan using MIP EPS (65%), MIP Efficiency Ratio (15%), and Strategic Initiatives (20%); funding formula around target with collars and thresholds .
- Long-term (SELTPP): 3-year performance units using absolute SELTPP ROCE and relative ROCE vs KBW Bank Index, with ±15% TSR modifier; max 150% of target .
- RSUs and stock options: RSUs vest 50% in year two, 25% in years three and four (current program), and options typically vest 25% annually over four years; options have a 10-year term .
- 2025 change: stock options removed from annual LTI mix (now 60% SELTPP, 40% RSUs), aligning with regulatory expectations .
2024 AEI corporate results (indicative of plan rigor and funding mechanics):
| Metric | Target | Threshold | Maximum | Actual | Funding impact |
|---|---|---|---|---|---|
| MIP EPS ($) | 5.18 | 3.89 | 6.48 | 5.63 | 136% metric funding (weighted 65% → 88%) |
| MIP Efficiency Ratio (%) | 68 | 85 | 51 | 69 | 97% metric funding (weighted 15% → 14%) |
| Strategic Initiatives – Risk | 100% | 75% | 125% | 97% | 9% weighted |
| Strategic Initiatives – Growth | 100% | 75% | 125% | 100% | 5% weighted |
| Strategic Initiatives – Human Capital | 100% | 75% | 125% | 106% | 6% weighted |
| Total Corporate Funding | 122.4% |
Carr’s 2020 grants (mix at then-current design):
| Instrument | 2020 Grant Value ($) |
|---|---|
| Stock Options | 62,606 |
| RSUs | 156,551 |
| SELTPP (target) | 394,853 |
| Total Equity | 614,010 |
Vesting and realized considerations:
- 2020 outstanding awards at 12/31/2020 included 0 exercisable options; 9,910 unexercisable options (7,585 at $29.34 expiring 3/31/2030; 2,325 at $34.86 expiring 4/30/2030); RSUs unvested: 1,200 and 3,910; unearned SELTPP units: 13,280 .
- New-hire RSUs granted in 2020 at Comerica commonly follow a 50% at year-three, then 25% in years four and five schedule (illustrated for a 2020 hire) .
Equity Ownership & Alignment
- Beneficial ownership (as of Feb 26, 2021): 10,601 shares; includes 8,705 RSUs and 1,896 options exercisable by April 27, 2021; <1% of shares outstanding .
- Pledging/hedging: Prohibited for all employees; company notes none of the covered insiders’ shares are pledged and bans pledging/hedging across directors and employees .
- Stock ownership guidelines (updated for 2025): CEO 6x salary; CFO 3x; Sr. EVP/EVP (Level II) 3x; EVP (Level I) 2x; new rule requires retaining 50% of after-tax shares from vesting/exercise until achieving guideline .
- Program alignment: Clawback (Dodd-Frank compliant), discretionary recoupment, forfeiture for risk/control failures .
Employment Terms
- Employment agreements: None—standard for Comerica EVPs (Carr had no employment agreement in 2020) .
- Severance (non-CoC): Standard salaried-plan benefits (approx. one year base salary + COBRA + outplacement); 2020 illustration for Carr showed $541,823 .
- Change-of-control (CoC) agreement: “BE4 and Higher” version without gross-up/window—Carr is party to the current (no gross-up/window) form . General economics: 30-month protection period; 3x base salary + highest annual bonus; pro-rata bonus; health/life benefits for 3 years; pension make-whole; outplacement; equity generally double-trigger post-2018 if not assumed .
- 2020 illustrative CoC/termination amounts for Carr (assumes CoC and termination on 12/31/2020):
- CoC termination: $4,743,518; Disability: $1,268,094; Death: $1,761,191 .
- Insider trading/retention: 2025 policy tightened—mandatory 50% after-tax share retention until guidelines met; hedging/pledging banned .
Investment Implications
- Pay-for-performance linkage is robust and increasingly shareholder-aligned: AEI funded at 122.4% in 2024 driven by MIP EPS outperformance and balanced strategic goals, while LTI uses multi-year ROCE and relative modifiers (including a negative TSR modifier realized for the 2022–2024 cycle), limiting windfalls when relative stock performance lags .
- Retention risk appears mitigated: No employment contract, but Carr has a market-standard CoC agreement (no gross-up) and ongoing unvested equity from RSUs/SELTPP units creates retention hooks; 2025 ownership rule (50% after-tax retention) increases equity “stickiness,” reducing net selling pressure from vesting events .
- Alignment/controls are strong: Prohibitions on hedging/pledging, rigorous clawback/recoupment/forfeiture policies, and clear double-trigger equity vesting in change-in-control situations support investor-aligned behavior and risk governance .
- Benchmarking and say-on-pay: Use of a large-bank peer set (e.g., Fifth Third, Regions, M&T, Huntington, Webster, Western Alliance) and sustained >90% say-on-pay support (94% in 2024) reduce governance overhang risk around compensation .
Overall, Carr’s incentive design emphasizes profitability/efficiency and multi-year ROCE with a relative overlay, while policy changes (removal of options in 2025 LTI, enhanced ownership retention) should further align outcomes with long-term TSR and temper near-term selling pressure.