Jennifer Sampson
COMERICAAbout Jennifer H. Sampson
Jennifer H. Sampson (age 55) has served as an independent director of Comerica Incorporated since 2023. She is the McDermott-Templeton President and CEO of United Way of Metropolitan Dallas, and is a licensed CPA with a BBA in Accounting/Information Systems from Baylor University. Her background includes senior finance and operating roles at United Way and earlier ten years with Arthur Andersen & Co., plus service on the Federal Reserve Bank of Dallas Business and Community Advisory Council (2012–2018). She is designated independent by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Metropolitan Dallas | Senior Vice President & CFO | 2001–2004 | Built finance foundation for mission execution |
| United Way of Metropolitan Dallas | Senior Vice President & COO | 2004–2011 | Operations leadership; scaled programs |
| United Way of Metropolitan Dallas | President & CEO | 2011–present | Chief executive; community impact leadership |
| Arthur Andersen & Co. | Various roles (audit/consulting) | Ten years (dates not specified) | Accounting/controls expertise (CPA) |
| Federal Reserve Bank of Dallas | Business & Community Advisory Council Member | Jul 2012–Jun 2018 | Banking/regulatory insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way Worldwide National Professional Council | Member | Not disclosed | Sector leadership |
| International Women’s Forum | Member | Not disclosed | Executive network |
| The Commit Partnership | Member | Not disclosed | Education-focused collaboration |
| United Way Women of Tocqueville Society | Founding Member | Not disclosed | Philanthropy leadership |
Board Governance
- Independence: The Board affirmatively determined Sampson has no material relationship with Comerica and is independent under NYSE rules; all non‑management directors (92% of the Board) are independent .
- Committee assignments: Member, Enterprise Risk Committee (ERC); ERC met 4 times in 2024; all ERC members are independent; ERC is chaired by Arthur G. Angulo, the Board’s designated risk expert .
- Attendance: The Board held 7 meetings in 2024; no director attended less than 75% of aggregate Board and committee meetings during their service period; all directors were expected to attend the Annual Meeting and those serving at the time did so .
- Other public company boards: None listed for Sampson in the proxy’s director nominee table .
- Overboarding limits and governance practices: Directors may not serve on more than three other public company boards; robust governance features include majority voting, executive sessions of non‑management directors, and an Independent Facilitating Director (Barbara R. Smith) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $105,000 | Paid quarterly |
| Committee Chair Fees | $0 | Not a chair; ERC Chair retainer is $35,000 (for Angulo) |
| Committee Member Fees | $0 | No ERC member retainer disclosed; Audit member retainer is $10,000; Compliance Oversight member retainer is $20,000 |
| Meeting Fees | N/A | No per‑meeting fees |
| Total Cash Earned (2024) | $105,000 | — |
| Director Equity Award (RSUs, grant-date fair value) | $129,965 | See Performance Compensation |
Performance Compensation
| Equity Vehicle | Grant Date | Shares Granted | Grant Date Fair Value | Vesting / Settlement | Notes |
|---|---|---|---|---|---|
| RSUs | Jul 23, 2024 | 2,495 RSUs | $129,965 | RSUs vest immediately at grant; settle in stock on the first anniversary of separation from the Board (accelerate upon death/disability/change in control) | Annual grant to each non‑employee director |
- Performance metrics: None for director equity; RSUs are time‑based with deferred settlement. The plan caps non‑employee director grant date fair value at $500,000 per calendar year under the Current LTIP .
- Clawbacks/recoupment: Company maintains Dodd‑Frank compliant Compensation Recovery Policy and a discretionary Recoupment Policy; post‑vesting holding requirement for directors via deferred settlement of RSUs .
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
- The director nominee table lists other public company boards for several directors but none for Sampson .
Expertise & Qualifications
- Non‑profit CEO with deep community impact experience in Comerica’s headquarters market; licensed CPA; prior Arthur Andersen experience; Federal Reserve Bank of Dallas advisory service providing banking/regulatory insight .
- Skills highlighted by the Board include executive leadership and relevant geographic market experience; she enhances stakeholder alignment consistent with Comerica’s corporate citizenship priorities .
Equity Ownership
| Item | As of Date | Amount |
|---|---|---|
| Beneficial Ownership (incl. RSUs) | Feb 28, 2025 | 5,145 shares/units; below 1% of class |
| RSUs Outstanding (incl. dividend equivalents) | Dec 31, 2024 | 5,086 RSUs |
| Pledged/Hedged Shares | Policy | Hedging/pledging prohibited; none of the listed holdings are pledged |
| Director Ownership Guidelines | Policy | Minimum 5,000 shares (incl. RSUs) within 5 years; ≥1,000 beneficially owned within 12 months; as of Dec 31, 2024, all non‑employee directors met guideline levels based on service period |
Governance Assessment
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Positive signals:
- Independence, ERC membership, and no public‑company board interlocks reduce conflict risk; ERC oversight indicates active engagement on risk management .
- Strong alignment mechanisms: mandatory ownership guidelines for directors, prohibition on hedging/pledging, and deferred RSU settlement post‑service .
- Attendance threshold met across the Board; Board and committee activity (7 Board meetings; ERC met 4 times) supports engagement .
- Director compensation targeted to peer median; use of independent consultant (FW Cook) and clear fee structure limits pay inflation and preserves independence .
-
Potential conflicts and red flags:
- United Way CEO role is outside the financial services competitive set; the proxy discloses robust Related Party Transactions and Regulation O policies with Governance, Compensation and Nominating Committee oversight. No specific related‑party transactions involving Sampson are disclosed in the materials reviewed .
- No shares pledged; hedging prohibited—no alignment red flags noted .
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Implications for investors:
- Sampson’s regulatory/community expertise complements ERC oversight during a period of heightened bank risk governance expectations; her compensation/ownership structure supports long‑term alignment without performance gaming common in executive pay .