Peter Sefzik
COMERICAAbout Peter Sefzik
Peter L. Sefzik is Senior Executive Vice President and Chief Banking Officer at Comerica Incorporated (CMA), serving as an executive officer from 2015–2018 and 2019–present; he has held the CBO role since January 2023 and is 49 years old . His 2024 incentive pay reflected strong corporate funding from the AEI program (122% baseline) driven by MIP EPS and strategic initiatives, with his individual award at 122.4% of target . For long-term incentives, the 2022–2024 SELTPP performance delivered a 135% payout after a 150% ROCE achievement factor was reduced by a 15% TSR modifier vs. the KBW Bank Index; SELTPP ROCE averaged 16.0% over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comerica Incorporated / Comerica Bank | Senior EVP & Chief Banking Officer | Jan 2023–present | Focused on customer experience and acquisition; targeted expansion across multiple lines of business and geographies; organizational changes to drive efficiencies; strengthening business line risk controls and digital transformation . |
| Comerica Incorporated / Comerica Bank | EVP, Commercial Bank | Jul 2018–Jan 2023 | Led commercial banking with emphasis on expansion, risk control, and client engagement . |
| Comerica Bank | EVP and President – Texas Market | Sep 2015–Jul 2018 | Built external presence with key stakeholders, helped drive outstanding CRA rating; enhanced onboarding and payment services operations . |
External Roles
No external public company directorships or committee roles were disclosed in the 2025/2024 DEF 14A materials reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 597,077 | 646,346 | 683,039 |
| Target AEI Bonus (% of base) | 90% (Other NEOs) | 90% (Other NEOs) | 90% (Other NEOs) |
| All Other Compensation ($) | 27,200 | 29,079 | 30,328 |
| Change in Pension Value ($) | — | 198,364 | 49,315 |
Perquisites detail (2024):
- Financial planning incremental cost: $16,528 for Mr. Sefzik .
Pension benefits (present value at FY-end 2023):
- RIA: $846,847; SRIA: $188,291 .
Performance Compensation
Annual Executive Incentive (AEI) – Design and 2024 Outcome
| Metric | Weight | Target Definition | Actual vs Goal | Metric Funding | Weighted Funding |
|---|---|---|---|---|---|
| MIP EPS | 65% | Non-GAAP EPS with defined adjustments | $5.63 / $5.18 = 109% | 136% (100% + 9×4%) | 88% (136%×65%) |
| MIP Efficiency Ratio | 15% | Non-GAAP efficiency ratio with collar/exclusions | 68% / 69% = 99% | 97% (100% − 1×3%) | 14% (97%×15%) |
| Strategic Initiatives (Risk Mgmt, Growth, Human Capital) | 20% | Qualitative scorecards | 91%, 100%, 124% | 9%, 5%, 6% | 20% total |
| Total Corporate Funding | — | — | — | — | 122% |
Individual award (2024):
| Name | Target as % of Base | Individual Award ($) | Award as % of Target |
|---|---|---|---|
| Peter L. Sefzik | 90% | $749,088 | 122.4% |
Design notes:
- AEI uses one-year prospective metrics; funding scales up/down around target; adjustments in 2024 increased net income by $82M after-tax and improved revenue/expense inputs to the efficiency ratio by $76M and $13M, respectively .
Long-Term Incentives (SELTPP, RSUs, Options)
LTI mix and 2025 change:
- 2024 mix: 60% SELTPP, 30% RSUs, 10% options .
- Beginning January 2025, stock options discontinued; LTI now 60% SELTPP and 40% time-based RSUs .
2024 grants (Jan 23, 2024):
| Award Type | Grant Units/Shares | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|
| SELTPP Units (Target) | 15,565 | — | 861,523 |
| RSUs | 7,785 | — | 420,079 |
| Stock Options | 7,910 | $53.96 | 139,532 |
2023 grants (Jan 24, 2023):
| Award Type | Grant Units/Shares | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|
| SELTPP Units (Target) | 10,120 | — | 744,124 |
| RSUs | 5,060 | — | 360,070 |
| Stock Options | 5,855 | $71.16 | 118,330 |
Performance plan (2022–2024 SELTPP):
- Matrix based on absolute three-year average SELTPP ROCE and relative ROCE vs KBW Bank Index; TSR acts as a modifier .
- Result: ROCE achievement factor 150%; TSR in fourth quartile reduced payout by 15% → final 135% payout; Sefzik distributed 9,625 performance-adjusted shares on the 2022 grant .
2024 vesting and realized value:
| Award Type | Shares Vested in 2024 | Value Realized ($) |
|---|---|---|
| RSUs + SELTPP (combined) | 16,865 | $848,679 |
Summary Compensation (Total and Components)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards | 1,009,608 | 1,104,194 | 1,281,602 |
| Option Awards | 111,870 | 118,330 | 139,532 |
| Non-Equity Incentive (AEI) | 960,000 | 426,573 | 749,088 |
| Total Compensation | 2,705,755 | 2,522,886 | 2,932,904 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 85,264 shares; includes 21,282 RSUs and 17,998 options exercisable by Apr 29, 2025; less than 1% of class . |
| Pledging/Hedging | None pledged; CMA prohibits hedging and pledging of company stock for directors/employees . |
| Stock Ownership Guidelines | Sr. EVP/EVP (Level II): 3× salary; new 2025 rule requires retention of 50% of after-tax shares from vestings/exercises until the multiple is met . |
| Compliance Status (as of Dec 31, 2024) | All NEOs exceed guideline levels except Mr. Goldman (new hire) . |
Outstanding equity awards (key tranches and vesting):
| Instrument | Unexercisable/Exercisable (if applicable) | Exercise Price | Expiration | Unvested RSUs/Units | Vesting Schedule |
|---|---|---|---|---|---|
| Options (2024 grant) | 7,910 unexercisable | $53.96 | 1/23/2034 | — | Options vest 25% annually (remaining dates: 1/23/2025–1/23/2028) . |
| Options (2023 grant) | 4,392 unexercisable; 1,463 exercisable | $71.16 | 1/24/2033 | — | 25% annually (remaining dates: 1/24/2025–1/24/2027) . |
| RSUs (2024 grant) | — | — | — | 7,785 | 50% year 2, 25% years 3 & 4; vest dates: 1/30/2026, 1/29/2027, 1/31/2028 . |
| RSUs (2023 grant) | — | — | — | 5,060 | 50% on 1/24/2025; 25% on 1/24/2026, 1/24/2027 . |
| RSUs (2022 grant) | — | — | — | 1,783 | 25% on 1/25/2025 and 25% on 1/25/2026 (50% vested on 1/25/2024) . |
| SELTPP (2024 grant target) | — | — | — | 15,565 | Vests after 3-year period ending 12/31/2026 upon determination of performance vs ROCE metrics and TSR modifier . |
Market value references at FY-end 2024 for unvested awards appear in the Outstanding Equity Awards table (e.g., RSUs and equity incentive plan awards market values) .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | None; NEOs participate in standard severance plan for salaried employees . |
| Involuntary Not-for-Cause Severance (no CoC) | Annual base salary plus COBRA and outplacement; unvested equity forfeited; vested options exercisable up to 90 days . Estimated: $694,081 for Mr. Sefzik (as of 12/31/2024) . |
| Change-of-Control (CoC) Agreements | 30-month employment period post-CoC; if terminated without cause or for good reason, lump-sum severance equal to 3× base salary + highest annual bonus, proportionate bonus, pension make-whole, 3 years of benefits, outplacement; awards pre-4/24/2018 single-trigger; post-4/24/2018 double-trigger if not assumed . Estimated CoC termination payout: $9,913,513 (as of 12/31/2024) . |
| Disability/Death | Acceleration of unvested RSUs/SELTPP; options treatment per policy; benefits as detailed in proxy . |
| Clawbacks/Forfeiture | Dodd-Frank compliant Compensation Recovery Policy; discretionary Recoupment Policy; equity plan clawbacks and forfeiture provisions for misconduct/risk failures . |
| Hedging/Pledging & Insider Trading Policy | Hedging and pledging prohibited; structured insider trading policy with MNPI considerations . |
Investment Implications
- Pay-for-performance alignment: 2024 AEI payout at 122.4% of target reflects corporate funding discipline and individual performance; structurally, AEI weights MIP EPS (65%), efficiency (15%), and strategic initiatives (20%)—investors should monitor non-GAAP adjustments (net charge-offs substitution, interest rate collar) that influenced funding in 2024 .
- Equity incentives and risk/reward: The move to eliminate options in 2025 shifts LTI mix to PSUs and RSUs, reducing convexity to upside and potentially lowering executive propensity to sell options-linked shares; however, PSU design retains robust ROCE and TSR relative modifiers vs KBW index, maintaining performance linkage .
- Ownership alignment and selling pressure: Sefzik’s unvested RSUs have scheduled vest dates in Jan 2025–2028; upcoming 1/24/2025 vest and SELTPP determinations can coincide with Form 4 tax-withholding transactions; note hedging/pledging prohibitions and 50% post-vesting retention requirement until 3× salary ownership guideline is met, which mitigates misalignment and dampens discretionary sales .
- Change-of-control economics: A substantial double-trigger CoC package (3× cash severance plus full acceleration of in-the-money awards if not assumed) may reduce retention risk in transactions but can create shareholder dilution concerns if a deal occurs; investors should factor the $9.9M estimate in M&A scenarios .
- Performance track record signal: The 2022–2024 SELTPP payout at 135% shows high ROCE achievement but weaker relative TSR, indicating execution on profitability targets amid harder share-price context; watch forward PSU calibration and TSR modifiers for alignment with bank peers .
- Governance and shareholder support: Say-on-pay support ~94% in 2024 and robust clawbacks/ownership policies suggest low governance risk; compensation peer group unchanged for 2025 stabilizes benchmarking but warrants ongoing review for inflationary ratcheting .
All figures and terms cited are sourced from Comerica’s 2025 and 2024 DEF 14A and related tables and sections .