Melinda Chausse
Senior Executive Vice President and Chief Credit Officer; Interim Chief Risk Officer at 
COMERICA
COMERICAExecutive
About Melinda Chausse
Melinda A. Chausse, age 59, is Senior Executive Vice President and Chief Credit Officer of Comerica Incorporated and Comerica Bank. She has served as an executive officer since 2020, was named Chief Credit Officer in May 2020, and was previously Executive Director of Commercial Underwriting (February 2017–May 2020) and Executive Vice President (August 2010–January 2023) . Company credit results in 2024 were robust with historically low net charge-offs of 0.10% and returns of 11.23% ROE, 0.87% ROA, and EPS of $5.02, providing relevant performance context for the credit function she leads .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comerica Bank | Executive Director, Commercial Underwriting | Feb 2017–May 2020 | Led commercial underwriting functions supporting portfolio credit quality . |
| Comerica Incorporated/Comerica Bank | Executive Vice President | Aug 2010–Jan 2023 | Senior leadership across credit and underwriting; promoted to Chief Credit Officer in 2020 . |
External Roles
No external directorships or public company roles disclosed for Chausse .
Fixed Compensation
- Specific base salary, target bonus, and actual bonus for Chausse are not disclosed in the proxy; executive officer salaries are set by the Board or Compensation Committee per bylaws .
Performance Compensation
Annual Executive Incentive (AEI) design and 2024 outcomes (company-wide)
| Metric | Weight | 2024 Target | 2024 Actual | Metric funding calc | Weighted funding | Corporate funding |
|---|---|---|---|---|---|---|
| MIP EPS (non-GAAP) | 65% | $5.18 | $5.63 | 136% | 88% | 122.4% total |
| MIP Efficiency Ratio (non-GAAP) | 15% | 68% | 69% | 97% | 14% | 122.4% total |
| Strategic Initiatives – Risk Mgmt | 10% | 100% | 97% | 91% | 9% | 122.4% total |
| Strategic Initiatives – Growth | 5% | 100% | 100% | 100% | 5% | 122.4% total |
| Strategic Initiatives – Human Capital | 5% | 100% | 106% | 124% | 6% | 122.4% total |
Notes:
- AEI metrics apply to senior leaders (approx. 395 participants). Funding for 2024 was 122.4% of target .
- MIP EPS and MIP Efficiency Ratio incorporate specified non-GAAP adjustments and a 50% interest-rate collar; reconciliations are in Appendix A of the proxy .
Senior Executive Long-Term Performance Plan (SELTPP) design and recent payout
| Performance period | Absolute ROCE target range | Relative ROCE target (percentile) | TSR modifier | Payout result |
|---|---|---|---|---|
| 2022–2024 | 9–11% target; 16% maximum | 50th–75th target | ±15% for top/bottom quartile | 135% (1st quartile ROCE; TSR in 4th quartile) |
- 2025–2027 targets remain consistent (10% ROCE target; 9–11% range) to maintain stability amid a challenging environment .
- Beginning 2025, options were removed from annual long-term grants; mix is 60% SELTPP units and 40% time-based RSUs .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guidelines (Senior EVP) | 3× base salary multiple; from 2025, executives must retain 50% of after-tax shares from vestings/exercises until guideline met . |
| Hedging/pledging | Prohibited for employees and directors; no pledging permitted . |
| RSU vesting (standard) | 50% in year two; 25% in year three; 25% in year four; dividends accrue and pay only on vest . |
| Stock options (legacy) | Non-qualified; 25% per year vest over 4 years; 10-year term; exercise price at grant close . |
| Ownership disclosure | Individual beneficial ownership for Chausse is not separately listed in the Security Ownership table (it covers directors and NEOs); none of those disclosed shares are pledged . |
Employment Terms
Change-of-control and severance context (company-wide)
- Merger equity treatment (Comerica → Fifth Third):
- Options convert into Fifth Third options adjusted by the exchange ratio; maintain original terms and vesting .
- RSUs convert into Fifth Third RSUs, preserving vesting and protections; dividend equivalents carry over .
- PSUs convert into time-based RSUs using the greater of target or measured actual performance through the latest practicable date, with performance conditions removed; dividend equivalents carry over .
- Director RSUs settle in vested Fifth Third shares plus cash for accrued dividends shortly after closing .
- Employee matters: Fifth Third will provide base pay, annual cash bonus opportunities, and long-term incentive opportunities no less favorable than pre-close for an initial period; Comerica’s Severance Pay Plan will be maintained through the first anniversary of the closing .
Executive agreements, clawbacks, forfeiture
- Change-of-control agreements are maintained for NEOs (30-month employment period and up to 3× salary+highest annual bonus; health and welfare benefits for 3 years; no excise tax gross-up on agreements entered after 2008) . Chausse is not identified as an NEO in 2024, and her individual agreement status is not disclosed .
- Clawback and recoupment: Dodd-Frank/NYSE-compliant Compensation Recovery Policy (3-year lookback for restatements), discretionary Recoupment Policy for senior officers, and equity plan forfeiture provisions for misconduct or adverse risk outcomes .
- RSU award agreement forfeiture/accelerated vesting: acceleration upon death/disability; continued vesting post-retirement; specified acceleration triggers and Section 409A compliance; awards can be cancelled for specified misconduct or risk deficiencies as determined by the Committee .
Investment Implications
- Credit leadership: With Chausse overseeing credit, company results showed historically low net charge-offs of 0.10% in 2024, underscoring disciplined credit performance during her tenure as CCO .
- Alignment and retention: Strong ownership requirements (3× salary for Senior EVPs), prohibition on hedging/pledging, and robust clawback/forfeiture framework support pay-for-performance and governance alignment .
- Merger equity conversion: RSUs and PSUs will be assumed and performance PSUs converted to time-based RSUs based on target or measured performance, reducing performance gating post-close but preserving vesting protections; this may influence vesting timelines and post-close equity settlement dynamics for executives broadly .
Data gaps: Chausse’s individual base salary, bonus, long-term grants, beneficial share ownership, and any specific change-of-control agreement are not separately disclosed in the proxy; where company-wide policies and merger terms are cited, they apply broadly across executive ranks, but individual application to Chausse is not explicitly detailed in filings **[28412_0000028412-25-000135_cma-20250313.htm:25]** **[28412_0000028412-25-000135_cma-20250313.htm:36]** **[28412_0000028412-25-000135_cma-20250313.htm:40]** **[28412_0000028412-25-000135_cma-20250313.htm:57]**.