Nina Vaca
COMERICAAbout Nina Vaca
Nina G. Vaca (age 53) is an independent director of Comerica Incorporated, serving on the Board since 2008. She is Chairman & CEO of Pinnacle Technical Resources, Inc. (founded 1996) and of Vaca Industries Inc. (since 1999), with a background in talent solutions, managed services, and information technology. She also serves as a Presidential Ambassador for Global Entrepreneurship (appointed 2014), is a Henry Crown Fellow at the Aspen Institute, and a lifetime member of the Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Technical Resources, Inc. | Chairman & CEO | 1996–present | Leads global workforce solutions; IT/talent expertise cited as Board qualification |
| Vaca Industries Inc. | Chairman & CEO | 1999–present | Private management company leadership |
| Presidential Ambassadors for Global Entrepreneurship | Presidential Ambassador | 2014–present | U.S. Administration appointment recognizing entrepreneurship leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cinemark Holdings, Inc. (public) | Director | Nov 2014–present | Current public company board |
| Kohl’s Corporation (public) | Director | Mar 2010–May 2019 | Former public company board |
| Austin Industries (private) | Independent Director | 2021–present | Private company role |
| Aspen Institute | Henry Crown Fellow | — | Fellowship |
| Council on Foreign Relations | Member (lifetime) | — | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Vaca is independent under NYSE rules |
| Committees (2024) | Governance, Compensation & Nominating Committee (member) |
| Committee leadership | Not a committee chair (2025 nominees grid) |
| Board/Committee attendance | In 2024 the Board held 7 meetings; all current directors attended ≥75% of Board and committee meetings on which they served |
| Annual meeting attendance | All directors serving at the time attended the 2024 Annual Meeting |
| Overboarding policy | Limit: no more than 3 other public company boards; Audit members ≤2 other audit committees |
| Executive sessions & lead director | Independent Facilitating Director (Barbara R. Smith) leads executive sessions; robust lead duties |
| Compensation interlocks | Served on Governance, Compensation & Nominating (GCNC) in 2024; no interlocks/insider participation issues disclosed |
Fixed Compensation (Director)
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $105,000 | $105,000 | No meeting fees |
| Committee chair/member retainers | N/A for Vaca (not a chair) | N/A for Vaca (not a chair) | GCNC member has no incremental member retainer listed |
| Annual RSU grant (grant-date fair value) | $120,074 | $129,965 | 2024 grant was 2,495 RSUs on Jul 23, 2024; RSUs vest immediately and settle 1-year after Board service ends |
| Total director compensation | $225,074 | $234,965 | Company pays quarterly; expenses reimbursed |
DIRECTOR PLANS AND POLICIES
- Deferred compensation: Directors may defer cash fees into stock-settled or investment-fund plans .
- Equity plan cap: Non-employee director awards capped at $500,000 FV/year .
- No director retirement plan (legacy benefit only for another director) .
- Hedging/pledging: Prohibited for employees and directors .
- Ownership guideline: ≥5,000 shares within 5 years (incl. RSUs). As of 12/31/2024, all non-employee directors met guidelines based on service period .
Performance Compensation
Directors do not receive performance-based incentives at Comerica. Director equity is granted as time-based RSUs (2024: 2,495 RSUs; $129,965 grant-date fair value), which vest at grant and settle one year after separation from the Board; no options or performance units are granted to directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Cinemark Holdings, Inc. |
| Prior public company boards | Kohl’s Corporation (2010–2019) |
| Interlocks (Compensation) | None disclosed for 2024; GCNC members (incl. Vaca) had no relationships requiring disclosure; no executive officer interlocks |
| Related-party transactions | Board reviewed ordinary-course loans/commitments involving certain directors incl. Ms. Vaca; all were on market terms, within policy, and deemed immaterial |
Expertise & Qualifications
- Entrepreneurial and technology/talent solutions expertise; CEO of a global workforce solutions firm .
- Governance/compensation oversight through GCNC membership .
- Public-company experience via Cinemark (current) and Kohl’s (prior) .
- National/international policy and network credentials (Presidential Ambassador, CFR, Aspen) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (Comerica common) | 44,739 shares (beneficial) |
| Components disclosed | RSUs: 39,978 units; Deferred stock units (“Deferred Beneficial Shares”): 4,761 units |
| % of outstanding | <1% of class |
| Pledged shares | None (company policy prohibits; table notes none pledged) |
| Ownership guideline status | Company reports all non-employee directors met guideline levels based on service as of 12/31/2024 |
Governance Assessment
-
Strengths
- Independence confirmed; serves on GCNC that oversees executive pay, governance, succession, and related-party policy enforcement .
- Attendance: Board disclosed no director below the 75% threshold in 2024; annual meeting attendance policy observed by all .
- Alignment: Director ownership guideline (≥5,000 shares/5 years) met; hedging/pledging prohibited; RSUs settle post-service (enhances long-term alignment) .
- Shareholder support: As GCNC member, oversaw an executive comp program that received ~94% Say-on-Pay support in 2024, indicating broad investor acceptance of pay design .
-
Potential watch items
- Ordinary-course lending relationships (Reg O) involving Ms. Vaca or affiliates were reviewed and deemed immaterial; still merits routine monitoring as a related-party exposure (Board policy requires independence safeguards and market terms) .
- Tenure since 2008 provides deep institutional knowledge; alongside board refreshment practices and retirement age policy, the Board balances tenure and fresh perspectives (independent lead director structure in place) .
Overall, current disclosures signal solid independence, engagement, and alignment, with routine related-party safeguards in place and no flagged interlocks or attendance shortfalls in 2024 .