Larry Franco

About Larry Franco

Larry E. Franco, age 53, is Executive Vice President and National Director of Retail & Small Business Banking at Comerica Incorporated and Comerica Bank. He became an executive officer in 2024, joining Comerica Bank in March 2024 as EVP, National Director of Retail Banking & Operations and was appointed EVP, National Director of Retail & Small Business Banking in November 2024; he also became EVP of Comerica Incorporated in November 2024 . Prior to Comerica, he served as EVP, Southwest Territory Executive at PNC (June 2021–March 2024) and earlier held senior retail banking leadership roles at BBVA USA (2014–2021) . Company performance context during his tenure: Comerica’s five-year cumulative TSR is 11% versus 33% for the KBW Bank Index , and the Retail Bank delivered strong year-to-date 2025 results with net interest income up 21% and net income up 89% year over year .

Past Roles

External Roles

None disclosed in company filings for this executive .

Fixed Compensation

Not disclosed for Larry Franco. 2024 base salary changes disclosed only for NEOs (Farmer, Herzog, Goldman, Sefzik, Crespi) . Comerica states it does not use employment agreements broadly .

Performance Compensation

Equity Ownership & Alignment

• Stock ownership guidelines updated for 2025: CEO 6x salary; CFO 3x; Sr. EVP/EVP (Level II) 3x; EVP (Level I) 2x. Officers must retain 50% of after-tax shares from vesting/exercise until guideline met .
• Hedging and pledging of Comerica shares are prohibited; employees and directors may not hold shares in margin accounts or pledge as collateral .
• Security ownership table indicates no pledging by directors/NEOs, and hedging/pledging prohibited by policy .
• Beneficial ownership for Franco individually is not disclosed; group total for directors and current executive officers is 1,458,391 shares (1.10% of class) .

Employment Terms

• No employment agreements: Comerica does not use employment agreements; excise tax gross-up provisions and modified single-trigger severance are excluded in current policies .
• Severance plan: For salaried employees, standard severance applies for involuntary not-for-cause terminations (cash severance equal to base salary, COBRA, outplacement); unvested equity forfeited; vested options limited exercise .
• Change-of-control (NEOs): 30-month employment period; lump-sum 3x salary + highest annual bonus; pro-rata bonus; benefits continuation; equity acceleration terms vary by grant date; double-trigger for post-2018 awards .
• Clawbacks and forfeiture: Dodd-Frank-compliant Compensation Recovery Policy; discretionary Recoupment Policy; Sarbanes-Oxley clawback for CEO/CFO; equity plan forfeiture provisions for misconduct/risk failures .

Performance & Track Record

Company-level pay-versus-performance and TSR context:

Retail Bank performance under his remit (year-to-date):

Say-on-pay support signals governance strength: 94% approval at 2024 Annual Meeting; support above 90% for eight consecutive years .

Compensation Structure Analysis

• Shift away from stock options: 2025 LTI mix is 60% SELTPP units, 40% RSUs; stock options discontinued in January 2025 grants, aligning with market practice and regulatory expectations .
• Strong pay-for-performance linkage: 2024 AEI funded at 122.4% and 2022–2024 SELTPP paid 135%, reflecting operational and risk-adjusted performance across absolute ROCE, relative ROCE, and TSR modifier .
• Ownership alignment tightened: 2025 update requires retaining 50% of after-tax shares until ownership multiples are met, enhancing alignment and potentially reducing near-term selling pressure .

Related Party Transactions and Risk Indicators

• Hedging and pledging prohibited; no repricing of underwater options without shareholder approval; independent compensation committee and consultant (FW Cook) .
• Clawbacks and forfeitures broadened to deter excessive risk-taking and misconduct .
• No Larry Franco-specific legal proceedings or related party transactions disclosed in the proxy .

Compensation Peer Group (Benchmarking)

Peer group used for 2024 included BOK Financial, Citizens Financial, Cullen/Frost, Fifth Third, First Horizon, Huntington, KeyCorp, M&T, Regions, Synovus, Webster, Western Alliance, Zions . Target compensation opportunities are set near median across peers .

Equity Ownership & Insider Selling Pressure

• Individual beneficial ownership for Franco is not disclosed; directors and executive officers as a group own 1,458,391 shares (1.10% of class), with no pledging and hedging prohibited .
• Policy-level retention requirements (50% of after-tax shares until guidelines met) help mitigate selling pressure post-vesting .

Employment Terms (Severance and Change-of-Control Economics)

• No employment agreement for this EVP disclosed; company generally does not use employment agreements .
• Standard severance plan applies to salaried employees for involuntary not-for-cause termination (cash severance equal to base salary, COBRA, outplacement); equity forfeiture rules as noted .
• Change-of-control protections detailed for NEOs include 3x salary plus highest bonus, benefit continuation, and equity acceleration terms; applicability to non-NEOs not disclosed .

Investment Implications

• Alignment: Clawbacks, strengthened stock ownership/retention, and prohibition on hedging/pledging indicate robust governance and alignment of executive incentives with shareholder outcomes .
• Retention risk: Multi-year vesting of RSUs and three-year SELTPP cycles, plus 2025 share-retention requirements, suggest retention incentives are strong for newly appointed executives like Franco .
• Performance linkage: AEI and SELTPP designs tie pay to ROCE, efficiency, EPS, and TSR, providing performance-sensitive compensation; corporate results show solid AEI funding in 2024 and strong Retail Bank momentum in 2025 YTD under Franco’s domain .
• Trading signals: Discontinuation of stock options in 2025 reduces potential option-driven selling; retention requirements could dampen near-term supply from executive vesting, marginally supportive for float stability .
• Data gaps: No individual compensation or ownership disclosures for Franco limit precision on pay-for-performance and skin-in-the-game analysis; monitor future proxies and any 8‑K compensatory filings for updates .