James Herzog
COMERICAAbout James J. Herzog
Senior Executive Vice President and Chief Financial Officer of Comerica Incorporated since February 2020 (interim CFO Sept 2019–Feb 2020); age 62; executive officer since 2019 . Under his tenure in 2024, Comerica reported ROE of 11.23%, ROA of 0.87%, EPS of $5.02, and CET1 of 11.89%; MIP EPS (non-GAAP for incentives) was $5.63, and AEI funded at 122.4% on corporate results; five-year cumulative TSR was 11% vs 33% for the KBW Bank Index . 2024 performance highlights for Herzog included maintaining strong liquidity, stakeholder engagement (regulators/investors), building longer-term models, organizing Finance for regulatory expectations, and executing the BSBY cessation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comerica Inc./Comerica Bank | Senior EVP (since Jan 2023); Chief Financial Officer (since Feb 2020) | 2020–present | Ensured strong liquidity in a challenging environment; supported key conversions; investor/regulator engagement; advanced Excellence Program; built longer-term financial models; led BSBY cessation . |
| Comerica Inc. | Interim CFO; Treasurer; Executive Vice President | Interim CFO: Sep 2019–Feb 2020; Treasurer: Nov 2011–Feb 2020; EVP: Nov 2011–Jan 2023 | Finance leadership through funding markets, capital, and treasury execution; progression to CFO role . |
External Roles
No current public company directorships or external roles are listed for Herzog in the 2025 proxy executive officer biographies .
Fixed Compensation
| Year | Base Salary ($) | AEI Target (% of base) | AEI Max (% of base) | Actual AEI/Bonus Paid ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 698,885 | 100% (CFO) | 200% (CFO) | 850,680 | 13,800 | 3,101,957 |
| 2023 | 671,346 | 100% (CFO) | 200% (CFO) | 492,660 | 13,200 | 2,808,051 |
| 2022 | 620,981 | Not disclosed | Not disclosed | 1,125,000 | 12,200 | 2,981,346 |
Notes:
- AEI = Annual Executive Incentive (short-term cash). Corporate AEI funding for 2024 was 122.4% based on plan metrics; individual awards reflect performance assessments .
Performance Compensation
2024 AEI (Short-Term Incentive) Design and Outcomes
| Metric | Weighting | Target | Threshold/Max Logic | 2024 Actual | Payout/Funding Notes |
|---|---|---|---|---|---|
| MIP EPS (non-GAAP) | 65% | $5.18 | 75% goal=25% funding; 125% goal=200% funding | $5.63 | Component funded above target; corporate AEI funded at 122.4% overall . |
| MIP Efficiency Ratio (non-GAAP) | 15% | 68% | Inverse: 125% of goal=25% funding; 75% of goal=200% | 69% | Slightly above target ratio (worse), reducing this component . |
| Strategic Initiatives (Risk Mgmt, Growth, Human Capital) | 20% total | 100% each | 75% threshold; 125% max | Risk Mgmt 97%; Growth 100%; Human Capital 106% | Mix near/above target . |
| Corporate AEI Funding | — | — | — | — | Total corporate funding: 122.4% . |
Key mechanics: below 75% of goal = 0% funding per metric; funding increases 4% for each 1% above target and decreases 3% for each 1% below target; CFO AEI target = 100% of base, max 200% .
Long-Term Incentives (SELTPP, RSUs, Options)
- Mix (2024 grants): SELTPP 60%, RSUs 30%, Options 10% (options discontinued from 2025 annual grants; new mix 60% SELTPP/40% RSU) .
- SELTPP (2024–2026 cycle): Absolute SELTPP ROCE with 9–11% target (0% below 4%); Relative ROCE vs KBW Bank Index; TSR modifier ±15%; cap 150% of target .
- 2022–2024 SELTPP payout: ROCE 16.0% and 1st quartile relative ROCE → 150% achievement; TSR in 4th quartile → −15% modifier; payout 135% of target; Herzog distributed 10,496 shares for the 2022 grant .
| LTIP Element | Metric/Terms | 2024 Grants to Herzog | Vesting |
|---|---|---|---|
| SELTPP (performance shares) | 3-year absolute SELTPP ROCE and relative ROCE; TSR modifier ±15%; max 150% | Target 15,565 units; grant-date fair value $861,523 | Settles after 12/31/2026 once performance determined; dividends in cash with same factor . |
| RSUs (time-based) | Time-based equity | 7,785 units; grant-date fair value $420,079 | 50% vests in year 2; 25% years 3 and 4; 2023 grant tranches vest 1/24/2025, 1/24/2026, 1/24/2027 . |
| Stock Options (NQSOs) | 10-year term; strike = grant-date close | 7,910 options @ $53.96; grant-date value $139,532 | 25% per year over 4 years (2025–2028) . |
2024 stock vesting/realization: Herzog had 19,795 shares vest (RSUs + SELTPP) with $991,955 value; SELTPP units vested on 2/26/2024 at $48.97 close .
Multi-Year Compensation (NEO Summary Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Pension/Deferred Comp Change ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 698,885 | 1,281,602 | 139,532 | 850,680 | 117,458 | 13,800 | 3,101,957 |
| 2023 | 671,346 | 1,195,846 | 128,232 | 492,660 | 306,767 | 13,200 | 2,808,051 |
| 2022 | 620,981 | 1,101,171 | 121,994 | 1,125,000 | — | 12,200 | 2,981,346 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 86,559 shares; includes 20,943 RSUs (no voting power until settled); 24,615 options exercisable by April 29, 2025; 1,680 deferred beneficial shares; 28,838 shares held by the Herzog Living Trust; <1% of class . |
| Ownership Guidelines | CFO multiple = 3x salary; as of 12/31/2024, all NEOs exceeded guidelines except a new hire (Goldman). 2025 update: eliminate 5-year grace; must retain 50% of after-tax shares from all equity until guideline met . |
| Hedging/Pledging | Prohibited for employees and directors; none of the reported shares are pledged. Trading subject to insider trading policy; company does not trade with MNPI other than pursuant to pre-adopted Rule 10b5-1 plans . |
Outstanding Equity Awards at FYE 2024 (Herzog)
| Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiry | Unvested RSUs (#) | RSUs MV ($) | Unearned Perf Shares (#) | Perf Shares MV ($) |
|---|---|---|---|---|---|---|---|---|
| Options (2024 grant) | — | 7,910 (1) | 53.96 | 1/23/2034 | — | — | — | — |
| Options (2023 grant) | 1,586 | 4,759 (2) | 71.16 | 1/24/2033 | — | — | — | — |
| Options (2022 grant) | 2,410 | 2,410 (3) | 92.58 | 1/25/2032 | — | — | — | — |
| Options (2011 grant cohort) | 4,241 | 1,414 (4) | 60.12 | 1/26/2031 | — | — | — | — |
| Options (2020 grants) | 4,060; 2,495 | — | 56.79; 63.15 | 2/25/2030; 1/28/2030 | 525 (10); 322 (9) | 32,471; 19,916 | — | — |
| Older options | 1,240; 905; 912; 584 | — | 80.17; 95.25; 67.66; 32.97 | 1/22/2029; 1/23/2028; 1/24/2027; 1/26/2026 | — | — | — | — |
| RSUs (2024 grant) | — | — | — | — | 7,785 (5) | 481,502 | — | — |
| RSUs (2023 grant) | — | — | — | — | 5,480 (6) | 338,938 | — | — |
| RSUs (2022 grant) | — | — | — | — | 1,945 (7); 1,292 (8) | 120,298; 79,910 | — | — |
| SELTPP (2024–26) | — | — | — | — | — | — | 15,565 (15) | 962,695 |
| SELTPP (2023–25) | — | — | — | — | — | — | 16,440 (16) | 1,016,814 |
Vesting references: Options vest 25% annually over 4 years; RSUs vest 50% in year 2 and 25% in years 3 and 4 (2021+ awards). Named tranches have scheduled vest dates in 2025–2027 per footnotes (e.g., 1/24/2025, 1/25/2025) .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreements | None; company states it does not use employment agreements for NEOs . |
| Change-of-control (CoC) | 30-month employment period post-CoC; if terminated without cause or resigns for good reason, cash severance = 3x (base + highest annual bonus of last 3 years or most recent post-CoC year), pro-rata bonus, 3 years benefits continuation, supplemental pension credit (3 years), and outplacement; awards post-4/24/2018 are double-trigger if not assumed . |
| CoC estimated payout (12/31/2024) | $11,114,404 for Herzog, including components noted above (assumes CoC and qualifying termination) . |
| Early retirement eligibility | Eligible (age ≥55 and ≥10 years of service). No acceleration; awards continue to vest per original terms; as of 12/31/2024, fair value of unvested equity continuing to vest was $3,766,579 (not an incremental payment) . |
| Other scenarios (12/31/2024) | Disability: $1,617,949; Death: $4,724,586; Early retirement: $850,680 (AEI earned for 2024) . |
| Clawbacks/forfeiture | Dodd-Frank-compliant Compensation Recovery Policy (3-year lookback on restatement); discretionary Recoupment Policy; SOX clawback for CEO/CFO; equity plan forfeiture for misconduct/adverse risk outcomes . |
Pension and Deferred Compensation
| Plan | Years Credited | Present Value/Balance |
|---|---|---|
| RIA (qualified pension) | 40.42 years | $2,358,286 |
| SRIA (supplemental) | 40.42 years | $332,314 |
| Deferred Compensation Plan | — | Aggregate balance $249,892; 2024 earnings $11,844 |
| Deferred Stock Plan | — | Aggregate balance $102,722; 2024 earnings $14,674; simulated 2024 return 16.7% |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~94%; Current LTIP approval ~97%; say-on-pay >90% for eight consecutive years; Committee targeted near-median compensation vs peers and made no significant 2024 structural changes; for 2025, discontinued options in annual mix and tightened ownership guideline compliance via retention rule .
Investment Implications
- Alignment and incentives: CFO pay emphasizes performance (AEI 100% of salary target; LTIP majority in SELTPP with absolute/relative ROCE and TSR modifier) with clawbacks and forfeiture provisions; ownership guideline is 3x salary, and Herzog exceeds it; hedging/pledging prohibited, reducing misalignment risks .
- Vesting/selling pressure: Multiple RSU and option tranches vest annually (notably January dates), which can create recurring liquidity events; 2024 saw 19,795 shares vest for Herzog; monitor upcoming vest dates and Form 4 activity for tax-withholding or 10b5-1 sales .
- Retention/CoC economics: Double-trigger CoC protection with 3x cash multiple and benefit continuance is competitive and may reduce flight risk in a transaction; however, the quantum ($11.1M as of 12/31/24) is meaningful and should be factored into M&A scenarios and governance assessments .
- Performance track record: 2024 corporate metrics (ROE 11.23%, ROA 0.87%, EPS $5.02, MIP EPS $5.63) supported above-target AEI funding; however, five-year cumulative TSR lagged the KBW Bank Index (11% vs 33%), which can cap SELTPP via TSR modifier and informs investor scrutiny on long-term value creation .
- Program changes: Eliminating options from 2025 grants lowers convexity and may reduce risk-taking optics while aligning with regulatory expectations; increases reliance on RSUs and performance shares, improving line-of-sight and retention through time-vested equity .
Sources: 2025 DEF 14A (filed Mar 17, 2025) and 2024 DEF 14A (filed Mar 11, 2024). All figures and terms as disclosed.