M. Alan Gardner
COMERICAAbout M. Alan Gardner
M. Alan Gardner (age 65) is an independent director of Comerica (CMA) since 2023. He serves as Executive Vice President and Chief People Officer at Frontier Communications Parent, Inc. (since June 2021) and previously spent 30+ years in senior human resources leadership roles at Verizon; he also served as an advisor at Lee Hecht Harrison (June 2020–May 2021) and had a brief retirement in early 2020. His background is centered on building high‑performing organizations and human capital strategy, which the Board cites as directly beneficial to his role on the Governance, Compensation and Nominating Committee (GCNC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. and affiliates | Senior Vice President, Human Resources (most recent role; >30 years at Verizon overall) | 2015–Dec 2019 (SVP HR); earlier leadership roles over >30 years | Led HR centers of excellence globally; deep human capital and incentive design experience |
| Lee Hecht Harrison | Advisor | Jun 2020–May 2021 | Executive outplacement/coaching exposure |
| — | Retired (brief) | Jan 2020–Jun 2020 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frontier Communications Parent, Inc. | EVP & Chief People Officer | Jun 2021–present | Oversees HR and real estate strategy supporting corporate plan and strategic direction |
| Public company boards (other than Comerica) | — | — | No other public company boards listed for Mr. Gardner in the 2025 proxy’s director nominees table |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Gardner is independent under NYSE standards |
| Board service | Director since 2023 |
| Committee assignments (2024) | Governance, Compensation and Nominating Committee (member); Chair: Michael G. Van de Ven |
| Committee activity (2024) | GCNC held 6 meetings in 2024 |
| Board meetings (2024) | Board held 7 meetings; each current director attended at least 75% of aggregate Board+committee meetings during their service period |
| Annual Meeting attendance | Policy expects director attendance; all Board members serving at the time attended the 2024 Annual Meeting |
| Executive sessions | Regularly scheduled executive sessions of non‑management directors |
| Overboarding policy | Directors may not serve on more than three other public company boards; Audit Committee members may not serve on more than two other public company audit committees |
Fixed Compensation (Non‑Employee Director – 2024)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly |
| Committee chair retainers | N/A to Mr. Gardner (GCNC Chair is Michael G. Van de Ven) | Chair fees by committee: Audit $40,000; GCNC $35,000; ERC $35,000; COC $40,000; QLCC $20,000 |
| Meeting fees | None (N/A) | — |
| Expense reimbursement | Reasonable out‑of‑pocket expenses reimbursed | — |
| Deferred compensation | May defer cash comp into stock‑settled or investment‑fund options | Stock‑settled earns CMA TSR; cash‑settled tracks broad funds |
2024 actual non‑employee director compensation for Mr. Gardner:
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,000 |
| Stock Awards (grant‑date fair value) | $129,965 |
| Total | $234,965 |
Performance Compensation (Director Equity Plan Features)
| Item | Detail |
|---|---|
| Annual RSU grant (2024) | On July 23, 2024, each non‑employee director received 2,495 RSUs (grant‑date fair value ≈ $129,965) |
| Vesting and settlement | RSUs vest immediately at grant; settle in CMA common stock on the first anniversary of the director’s separation from the Board (exceptions for death, certain disability, or change‑in‑control) |
| Annual cap | Non‑employee directors cannot receive awards >$500,000 grant‑date fair value per calendar year |
| Performance conditions | None (director equity is time‑based; no performance metrics) |
| Plan architecture | Awards under Comerica Amended & Restated 2018 LTIP (as further amended and restated) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company directorships | No other public company boards listed for Mr. Gardner in the proxy’s director nominee summary |
| Compensation committee interlocks (2024) | GCNC members (including Mr. Gardner) were independent; no member was a current/former CMA officer; no relationships requiring related‑person transaction disclosure; no executive officer of Comerica sat on a board/compensation committee of an entity whose director/executive sat on CMA’s Board/GCNC in 2024 |
Expertise & Qualifications
- 30+ years of HR leadership (including SVP HR at Verizon), experience creating incentives and high‑performing teams; Board notes this expertise is beneficial to GCNC oversight .
- Current operating experience as EVP & Chief People Officer at Frontier Communications Parent, Inc., providing active human capital management perspective .
Equity Ownership
| Metric | Value/Status |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 5,145 shares/units; “*” indicates <1% of class |
| Composition detail | Includes 5,145 restricted stock units held as a non‑employee director (no current voting/investment power) |
| Pledging/hedging | None of these shares are pledged; Comerica prohibits directors and employees from hedging or pledging company stock |
| Director ownership guideline | Non‑employee directors are encouraged to own ≥5,000 shares (including RSUs) within 5 years; at least 1,000 shares within 12 months of Board appointment |
| Compliance status | As of Dec 31, 2024, all non‑employee directors have met their guideline levels, based on period of service |
| Settlement mechanics | Director RSUs settle in stock on the first anniversary of separation from the Board (with limited exceptions) |
Governance Assessment
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Committee assignments and independence: Independent director; member of GCNC, which met 6 times in 2024—aligns his HR expertise with oversight of pay, governance, and succession .
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Attendance and engagement: Board held 7 meetings in 2024; no director attended less than 75% of their aggregate meetings; all directors attended the 2024 Annual Meeting—supports engagement expectations .
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Pay and alignment: Director pay uses a cash retainer plus time‑based RSUs; 2024 actuals for Mr. Gardner were $105,000 cash and $129,965 equity; RSUs vest immediately but settle only after Board service ends, promoting long‑term alignment .
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Ownership discipline: Director ownership guideline of ≥5,000 shares within 5 years; all non‑employee directors are on track/have met guidelines as of year‑end 2024; pledging/hedging prohibited .
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Conflicts/related‑party: GCNC members (including Mr. Gardner) had no relationships requiring related‑person transaction disclosure; ordinary‑course financial services to directors were on market terms under Reg O policies .
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RED FLAGS
- None identified in 2024 disclosures: no attendance shortfall, no pledging/hedging, no related‑person transactions requiring disclosure, and no compensation committee interlocks involving Mr. Gardner .