Michael Van de Ven
COMERICAAbout Michael G. Van de Ven
Independent director since 2016 (age 63), Van de Ven chairs Comerica’s Governance, Compensation and Nominating Committee (GCNC) and serves on the Compliance Oversight Committee (COC). He is an executive advisor and former President/COO of Southwest Airlines, and a licensed CPA who spent nine years at Ernst & Young; the Board has affirmatively determined he is independent. The Board met 7 times in 2024 and no director attended fewer than 75% of their Board/committee meetings; GCNC met 6 times and COC met 9 times. As GCNC Chair, management met with him multiple times beyond scheduled meetings to prepare committee work, indicating high engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Airlines Co. | President (Sep 2021–Dec 2022); COO (May 2008–Dec 2022); EVP (May 2008–Jan 2017); Chief of Operations (Sep 2006–May 2008); EVP Aircraft Ops (Nov 2005–Aug 2006); SVP Planning (Aug 2004–Nov 2005); various roles since 1993 | 1993–2022 | Led airline operations and financial/schedule planning; deep risk, operations, and financial planning experience . |
| Ernst & Young LLP | Senior Audit Manager; CPA | ~1984–1993 | Audit leadership; financial reporting and controls expertise . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Southwest Airlines Co. | Executive Advisor | Jan 2023 | Ongoing advisory role; complements operating and risk expertise . |
| Other public company directorships | — | — | None disclosed for Van de Ven in CMA proxy . |
Board Governance
- Independence: Board determined Van de Ven is independent under NYSE rules; all GCNC members are independent .
- Committee assignments (2024): GCNC Chair; Compliance Oversight Committee member .
- Attendance and engagement: Board held 7 meetings; all current directors attended ≥75% of aggregate Board/committee meetings; GCNC met 6x; COC met 9x; as Chair, he met multiple times with management outside meetings .
- Board structure & safeguards: Independent Facilitating Director; majority voting; regular executive sessions; retirement age 72; overboarding limit ≤3 other public boards in addition to CMA .
- Compensation committee governance: GCNC retains independent consultant FW Cook; no conflicts identified; consultant works solely for the committee .
- Interlocks: No GCNC member (incl. Van de Ven) was an officer/employee; no interlocking relationships requiring disclosure .
Fixed Compensation
| Element (Non-Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $105,000 | Paid quarterly . |
| GCNC Chair retainer (cash) | $35,000 | 2024 committee chair fee . |
| Compliance Oversight Committee member retainer (cash) | $20,000 | 2024 committee member fee . |
| Meeting fees | N/A | No per-meeting fees . |
| Total cash earned (Van de Ven) | $160,000 | Matches “Fees Earned or Paid in Cash” in 2024 Director Compensation Table . |
| Director stock ownership guideline | 5,000 shares within 5 years | All non-employee directors met guideline levels as of 12/31/2024 . |
Performance Compensation
| Equity Instrument | Grant detail | Vest/Settlement | Value |
|---|---|---|---|
| RSUs (annual director grant) | 2,495 RSUs granted 07/23/2024 | RSUs vest immediately at grant; settle in stock on first anniversary of separation from Board (with exceptions) . | $129,965 grant-date fair value for each non-employee director; Van de Ven “Stock Awards” $129,965 in 2024 table . |
- Performance metrics: None for directors; RSUs are time-based (no options or performance units for directors). Dividend equivalents accrue and are paid at distribution if RSUs vest .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Van de Ven at CMA; GCNC interlocks: none . |
Expertise & Qualifications
- CPA; former senior audit manager at EY; strong accounting/financial controls and risk acumen .
- Extensive operating leadership (President/COO) at a large, regulated, operationally complex business; provides risk, compliance, and human capital oversight skills .
- GCNC Chair with direct involvement in CEO succession, incentive plan risk reviews, governance refreshment; GCNC met 6x in 2024 and engaged FW Cook as independent advisor .
- Active engagement: management met with him multiple times (formal/informal) outside regular meetings in 2024 to prepare committee work .
Equity Ownership
| Item | Amount | Detail/Status |
|---|---|---|
| Total beneficial ownership | 22,710 shares | Includes 17,710 director RSUs that settle after Board service ends; directors lack voting/investment power over RSUs until settlement . |
| Shares held via Van de Ven 2008 Family Trust | 5,000 shares | Included in beneficial ownership . |
| Percent of class | <1% | Marked “*” in table (less than one percent) . |
| Hedging/Pledging | Prohibited | Company prohibits hedging/pledging; none of the reported shares are pledged . |
| Ownership guideline compliance | In compliance | All non-employee directors met guideline levels as of 12/31/2024 . |
Note: Form 4 insider trade data is not included in the proxy; no additional insider trading activity is disclosed in this document. Delinquent Section 16(a) reports noted for two other insiders in 2024; none for Van de Ven .
Governance Assessment
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Positives/signals of effectiveness:
- Independent director; chairs GCNC (compensation/governance/succession) and serves on COC (compliance oversight), aligning with his risk/operations/finance background .
- Strong engagement: GCNC met 6x; additional interactions with management outside meetings; committee uses independent consultant with no conflicts .
- Alignment and safeguards: director RSUs, post-service settlement, ownership guideline (≥5,000 shares), hedging/pledging prohibited; Board practices include majority voting and regular executive sessions .
- Shareholder support context: Say-on-pay received ~94% support at 2024 meeting, indicating broad investor confidence in pay governance framework overseen by GCNC .
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Potential risks/monitoring areas:
- Ordinary-course lending relationships were noted for some directors including Van de Ven; Board deemed such transactions immaterial and on market terms under Regulation O and related policies .
- RSU structure is time-based (not performance-linked); however, settlement is post-service and guidelines/holding structure promote longer-term alignment .
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Overall view: Van de Ven’s deep operating and financial expertise, independence, and active GCNC leadership support board effectiveness and investor confidence. No red flags on attendance, independence, interlocks, or pledging; related-party exposure limited to immaterial ordinary-course banking relationships reviewed under formal policy .