Megan Burkhart
Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer at 
COMERICA
COMERICAExecutive
About Megan Burkhart
Megan D. Burkhart is Senior Executive Vice President, Chief Administrative Officer (since Jan 2023) and Chief Human Resources Officer (since Jan 2010) at Comerica Incorporated; she has been an executive officer since 2010 and is age 53 as of the latest proxy filing . She previously served as Senior Vice President and Director of Compensation (Feb 2007–Jan 2010) . Company performance during her recent tenure includes ROE 16.50% and EPS $6.44 in 2023 and ROE 11.23% and EPS $5.02 in 2024, with average loans of $53.9B (2023) and $51.0B (2024) .
Company performance metrics
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| ROE (%) | 16.50% | 11.23% |
| EPS ($) | $6.44 | $5.02 |
| Average Loans ($B) | $53.9 | $51.0 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comerica Incorporated | SVP & Director of Compensation | Feb 2007–Jan 2010 | Built compensation infrastructure; precursor to CHRO leadership |
External Roles
- Not disclosed in proxy filings reviewed.
Fixed Compensation
| Component | FY 2023 |
|---|---|
| Base Salary ($) | $586,639 |
| Target Bonus (% of base) | 90% (Other NEOs) |
| Actual Annual Executive Incentive (AEI) Paid ($) | $387,197 |
| Perquisites | < $10,000; omitted per SEC rule |
Notes:
- AEI corporate funding for 2023 was 73.6% of target .
Performance Compensation
Annual Executive Incentive (AEI) design and 2023 payout
| Metric | Weighting | Target | Actual | Payout Calculation |
|---|---|---|---|---|
| MIP EPS | 65% | $9.50 | $8.10 | 85.2% achievement contributes to 73.6% overall funding |
| MIP Efficiency Ratio | 15% | 54.4% | 60.7% | 88.4% achievement contributes to 73.6% overall funding |
| Strategic Initiatives – Human Capital | 10% | 100% | 112.5% | Exceeded target |
| Strategic Initiatives – Managing Banking Environment | 10% | 100% | 112.5% | Exceeded target |
| AEI corporate funding | — | 100% | — | 73.6% of target |
Long-Term Incentives (SELTPP, RSUs, Options) – FY 2023 grants
| Instrument | Grant Date | Target Units / Shares | Grant-date Fair Value ($) | Vesting | Key Terms |
|---|---|---|---|---|---|
| SELTPP Units | 1/24/2023 | 6,745 target units | $495,960 | 3-year performance (2023–2025) | Absolute ROCE target 10% and relative ROCE vs KBW Bank Index; ±15% TSR modifier; payout capped at 150% |
| RSUs | 1/24/2023 | 3,375 shares | $240,165 | 50% at year 2; 25% at years 3 and 4 | Dividends accrue and pay at vest |
| Stock Options | 1/24/2023 | 3,905 options | $78,920 | 25% per year over 4 years; 10-year term | Exercise price $71.16; expires 1/24/2033 |
Prior SELTPP performance (2021–2023 cycle):
- Payout at 150% of target based on 3-year SELTPP ROCE of 16.0% and first-quartile relative ROCE; TSR modifier not applied (third quartile) . Burkhart received 10,327 performance-adjusted shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 47,315 shares as of Feb 23, 2024 (includes 18,514 held jointly with spouse) |
| RSUs unvested at FY 2023 | 3,375 (2023 grant) with scheduled vest on 1/24/2025, 1/24/2026, 1/24/2027 |
| SELTPP units unearned (unvested) | 10,117 (2023–2025 plan) and 5,835 (2022–2024 plan status per SEC presentation) |
| Options – exercisable / unexercisable | Multiple tranches; e.g., 3,905 unexercisable (grant 1/24/2023, $71.16, exp. 1/24/2033); additional unexercisable counts: 1,808 at $92.58 exp. 1/25/2032; 1,885 at $60.12 exp. 1/26/2031; others as listed |
| Hedging/Pledging | Prohibited for employees and directors |
| Stock ownership guidelines | Sr. EVP/EVP Level II: 3x base salary; 2025 update requires retention of 50% of after-tax shares until guideline met |
Note: RSU and option vesting schedules imply periodic share-based settlements, but company policy prohibits hedging/pledging, and updated guidelines increase retention of vested shares until ownership multiple is met .
Employment Terms
| Provision | Term |
|---|---|
| Change-of-control agreements | 30-month employment period post-CoC; if terminated without cause or for good reason, lump-sum severance equal to 3x base salary + highest annual bonus; pro rata bonus; pension top-up; 3 years of benefits; outplacement |
| Triggers & tax | Post-2008 agreements use cutback to avoid excise tax; equity awards post-April 24, 2018 generally double-trigger if not assumed; pre-2018 awards single-trigger |
| Clawbacks & forfeitures | Dodd-Frank compliant Compensation Recovery Policy; discretionary Recoupment Policy; SOX clawback; equity plan clawback and forfeiture for misconduct or adverse risk outcomes |
Death/Disability references (FY 2023 illustrative):
- Life insurance proceeds for Burkhart: $545,000; acceleration of unvested RSUs/SELTPP upon death; disability includes AEI for the year and incremental disability benefit over pension accruals ($2,063,222) .
Performance & Track Record
- Implemented new Business Project Management Office to improve management of large-scale corporate projects .
- Advanced culture/values and launched company-wide inclusion training; exceeded D&I scorecard metrics .
- Led corporate-wide initiative to prioritize risk management capabilities; supported talent upskilling/reskilling aligned to evolving tech needs .
Compensation Structure Analysis
- 2023 cash AEI funded below target at 73.6%, reflecting rigorous performance gates and macro headwinds .
- Long-term equity mix emphasizes performance: SELTPP (60%), RSUs (30%), options (10%), with robust absolute/relative ROCE metrics and TSR modifier .
- In 2025, company discontinued options in annual grants (now 60% SELTPP, 40% RSUs), aligning with market/regulatory expectations and reducing leverage-related risk .
Vesting Schedules and Insider Selling Pressure
| Instrument | Next Key Vest/Milestone | Quantity/Term | Selling Pressure Considerations |
|---|---|---|---|
| 2023 RSUs | 1/24/2025 (50%), 1/24/2026 (25%), 1/24/2027 (25%) | 3,375 RSUs | Ownership guideline retention rules (retain 50% after-tax until multiple met) dampen net sellable shares |
| 2023 Options | Annually 25% through 1/24/2027; expires 1/24/2033 | 3,905 options at $71.16 | Options remain out-of-the-money/in-the-money dependent on price; exercise not required; hedging/pledging prohibited |
| SELTPP 2023–2025 | Vests after performance determination (post 12/31/2025) | 6,745 target units | Payout contingent on ROCE/TSR; capped 150%; reduces discretionary sales vs time-based awards |
Section 16 filings:
- Company disclosed timely Section 16 filings for fiscal 2024 save specific late filings unrelated to Burkhart; no Form 4 details on Burkhart were disclosed in proxies reviewed .
Equity Ownership & Alignment (Policy context)
- Robust stock ownership guidelines and post-vesting retention requirements for officers; hedging/pledging prohibited, aligning executive incentives with long-term shareholder value .
Compensation Peer Group and Say-on-Pay
- Peer group includes Fifth Third, Regions, KeyCorp, M&T, Zions, Citizens, Huntington, BOK, Webster, Synovus, First Horizon, Western Alliance .
- Say-on-pay support: ~93% in 2023; ~94% in 2024, reflecting shareholder endorsement of pay design .
Investment Implications
- Alignment: High proportion of performance equity (SELTPP) with stringent ROCE targets and TSR modifier signals strong pay-for-performance; 2025 removal of options further reduces leverage-driven behavior .
- Retention risk: Change-of-control protections (3x salary+bonus, benefits) reduce flight risk; updated ownership retention rules may limit near-term selling post-vest .
- Selling pressure: RSU vesting cadence through 2027 creates periodic supply, but retention requirements and policy prohibitions on hedging/pledging mitigate impact .
- Governance: Dual clawback frameworks and forfeiture provisions provide downside protection for adverse risk outcomes; strong say-on-pay support reduces governance overhang .