Megan Crespi
COMERICAAbout Megan Crespi
Senior Executive Vice President and Chief Operating Officer of Comerica Incorporated (CMA). Age 51; executive officer since 2020; promoted to COO effective January 27, 2023 after serving as EVP, Chief Enterprise Technology & Operations Services Officer . Education: B.S. (University of Michigan) and M.S. in Information Systems Management (Carnegie Mellon); prior roles include CTO and CIO (Auto Finance) at Ally Financial, plus earlier technology leadership at General Motors and consulting at PwC . Company performance context during her tenure includes 2024 MIP EPS of $5.63 and corporate AEI funding at 122.4%, with ROE of 11.23% for 2024; the 2022–2024 SELTPP paid at 135% of target and the 2021–2023 SELTPP at 150% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ally Financial | Chief Technology Officer | 2018–2020 | Led technology strategy, enterprise architecture and infrastructure operations . |
| Ally Financial | CIO – Auto Finance & Insurance | 2014–2018 | Drove technology delivery for auto finance; cloud-first and modernization initiatives . |
| General Motors | Technology leadership (lead for Global Service & Parts Operations Technology) | ~2000–2014 | Modernized legacy platforms; operational technology execution at scale . |
| PwC | Consultant | Pre-2000 | Early career consulting experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $558,173 | $601,712 | $628,346 |
| AEI Target Bonus (% of base) | 80% | 90% | 90% |
| AEI Paid ($) | $896,000 | $397,041 | $688,500 |
Notes:
- Base salary moved from $605,000 to $625,000 effective January 26, 2024 per merit increase policy .
- NEO AEI targets for “Other NEOs” set at 90% in 2024; Crespi’s target moved to 90% with her 2023 promotion .
Performance Compensation
Short-Term (AEI) – 2024 Plan Outcomes
| Metric | Weight | Target | Actual | Funding (metric) | Vesting |
|---|---|---|---|---|---|
| MIP EPS | 65% | $5.18 | $5.63 | 136% | Cash in 2024 (corporate funding 122.4%) |
| MIP Efficiency Ratio | 15% | 68% | 69% | 97% | Cash |
| Strategic Initiatives – Risk | 10% | 100% | 97% | 9% weighted | Cash |
| Strategic Initiatives – Growth | 5% | 100% | 100% | 5% weighted | Cash |
| Strategic Initiatives – Human Capital | 5% | 100% | 106% | 6% weighted | Cash |
- Corporate AEI funding calculated at 122.4%; Crespi’s AEI award was $688,500, equating to 122.4% of target .
Long-Term (SELTPP) – Performance and Payouts
| Metric | 2021–2023 | 2022–2024 |
|---|---|---|
| Absolute SELTPP ROCE (3-yr avg) | 16.0% | 15.95% |
| Relative ROCE (vs KBW Bank Index) | 1st quartile | 1st quartile |
| Relative TSR quartile/modifier | 3rd quartile; no modifier | 4th quartile; -15% modifier |
| Payout (% of target) | 150.0% | 135.0% |
| Crespi shares distributed | 10,102 | 5,690 |
| Determination/vesting | Feb 2024 | Feb 20, 2025 |
Design features and targets:
- 2024–2026 SELTPP targets: Absolute ROCE target 10% (range 9–11%), Threshold 4%, Maximum 16%; Relative ROCE target 50th–75th percentile; TSR ±15% modifier, payout capped at 150% .
- 2024 LTIs: mix of 60% SELTPP units, 30% RSUs, 10% stock options; options vest 25% annually over 4 years; RSUs vest 50% year 2, 25% years 3 and 4 .
Equity Grant Detail (Grant date values and counts)
| Metric | 2022 Grants (1/25/2022) | 2023 Grants (1/24/2023) | 2024 Grants (1/23/2024) |
|---|---|---|---|
| SELTPP Target Units (#) | 4,215 | 7,165 | 10,005 |
| RSUs Granted (#) | 2,105 | 3,585 | 5,005 |
| Options Granted (#) | 2,610 @ $92.58 | 4,150 @ $71.16 | 5,085 @ $53.96 |
| SELTPP Grant Value ($) | $401,732 | $526,842 | $553,777 |
| RSU Grant Value ($) | $194,881 | $255,109 | $270,070 |
| Options Grant Value ($) | $66,059 | $83,872 | $89,699 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 65,664 shares; less than 1% of outstanding |
| Components (snapshot) | Includes 13,932 RSUs and 18,493 options exercisable by April 29, 2025; 915 RSUs vest on April 15, 2025 |
| 2024 vesting activity | 13,220 shares vested with $660,795 value realized in 2024 |
| Unvested awards (examples) | RSUs outstanding as of 12/31/2024: 5,005 ($309,559), 3,585 ($221,732), 1,053 ($65,128), 843 ($52,140), 915 ($56,593), 312 ($19,297) |
| Pledging/hedging | Prohibited for employees and directors; no shares pledged |
| Ownership guidelines | Sr. EVP/EVP (Level II): 3x salary; 2025 update requires retention of 50% of after-tax shares until compliant |
| Compliance status | As of Dec 31, 2024, all NEOs exceeded guidelines except Mr. Goldman (new hire) |
Note: Directors and employees are prohibited from margining or pledging Comerica stock; hedging transactions are disallowed .
Employment Terms
| Term | Economics / Terms |
|---|---|
| Appointment/tenure | Executive officer since 2020; promoted to COO effective Jan 27, 2023 |
| Severance (non-CoC) | Standard salaried severance (1x base salary), COBRA and outplacement; unvested equity forfeited; Crespi illustrative involuntary not-for-cause payout $633,190 |
| Change-of-control agreements | 30-month employment period; if terminated without cause or for good reason: 3x base salary + highest annual bonus, 3 years of benefits, pension make-whole, outplacement; equity awards after Apr 24, 2018 require double-trigger for acceleration if not assumed |
| Illustrative CoC payout (12/31/2024) | $8,051,760 (includes cash severance, AEI, equity acceleration, benefits) |
| Disability and death | Illustrative disability $3,168,799; death $3,348,025 (includes AEI, equity acceleration, insurance, COBRA) |
| Clawbacks & forfeiture | Dodd‑Frank/NYSE mandatory clawback; discretionary recoupment; equity clawback for misconduct; forfeiture provisions tied to risk management/compliance breaches |
Performance & Track Record
- 2024 outcomes: Corporate AEI funded at 122.4%; Crespi’s award $688,500; performance highlights include modernization, cyber risk mitigation, and process improvements .
- Long-term performance: SELTPP payouts at 150% (2021–2023) and 135% (2022–2024) reflect strong 3-year ROCE vs peers, with TSR modifiers applied .
- Pay-versus-performance: Five-year cumulative TSR of 11% vs KBW Bank Index at 33%; compensation program emphasizes equity and MIP EPS alignment .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Philosophy and governance: Pay-for-performance with robust clawbacks, no repricing without shareholder approval, and prohibition on hedging/pledging; programs vetted by independent consultant FW Cook .
- Peer group and positioning: Targets generally set near peer median for similarly situated banks (peers include HBAN, KEY, RF, etc.) .
- Shareholder support: 2024 Say‑on‑Pay approval ~94%; support above 90% for eight consecutive years .
Compensation Structure Analysis
- Mix and shifts: High variable pay mix; 2024 LTI included options, RSUs, SELTPP; in 2025, options were discontinued (LTI now 60% SELTPP, 40% RSUs), aligning with market practice and regulatory expectations .
- AEI metrics: Balanced between financial metrics (MIP EPS, Efficiency Ratio) and strategic initiatives, with collar and non-GAAP adjustments disclosed and reconciled .
Risk Indicators & Red Flags
- Alignment: No pledging/hedging; strong stock ownership guidelines and compliance; multiple clawback regimes .
- Plan integrity: No option repricing without shareholder approval; equity forfeiture for misconduct/risk failures; mandatory vesting periods .
- Section 16 compliance: Company noted two late filings in 2024 for other individuals; no issues disclosed for Crespi .
Equity Ownership & Supply Dynamics
- 2024 vestings of RSUs and SELTPP resulted in 13,220 shares delivered to Crespi; value realized $660,795. Tax withholding often reduces net shares retained, but specific sales/withholdings are not disclosed in the proxy .
- Outstanding unvested RSUs and SELTPP units imply ongoing share delivery cadence per stated schedules; hedging/pledging prohibitions mitigate misalignment risk .
Investment Implications
- Alignment and retention: High equity-based compensation, strong ownership guidelines, and prohibitions on pledging/hedging support alignment; change-of-control protections and standard severance reduce near-term retention risk .
- Performance sensitivity: AEI and SELTPP are tied to non-GAAP MIP EPS, efficiency ratio, and ROCE with peer-relative and TSR modifiers; payout history (150% and 135%) indicates execution against financial targets despite TSR headwinds, supporting confidence in operational delivery .
- Supply considerations: Regular vestings and prior performance unit distributions add stock supply over time; however, option discontinuation from 2025 narrows leverage-driven selling dynamics and increases straight equity exposure to performance outcomes .
- Governance signals: Strong Say‑on‑Pay support and independent oversight (FW Cook) indicate limited governance risk and shareholder acceptance of pay structure .