Richard Lindner
COMERICAAbout Richard G. Lindner
Richard G. Lindner (age 70) has served as an independent director of Comerica Incorporated since 2008. He is retired and previously served as Senior Executive Vice President and Chief Financial Officer of AT&T, Inc. from May 2004 to June 2011, and CFO of Cingular Wireless LLC (now AT&T Mobility LLC) from October 2000 to May 2004; he also served as a director of Sabre Holdings from October 2002 to March 2007. He has additionally served as an independent director of Comerica Bank (affiliate) since December 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T, Inc. | Senior EVP & Chief Financial Officer | May 2004 – June 2011 | Led large-scale finance and operations; complex regulatory/financial oversight |
| Cingular Wireless LLC (now AT&T Mobility LLC) | Chief Financial Officer | Oct 2000 – May 2004 | Wireless finance leadership |
| Sabre Holdings | Director | Oct 2002 – Mar 2007 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Comerica Bank (affiliate) | Independent Director | Since Dec 2024 | Affiliate board role; not a separate public company board |
| Other public company boards (current) | — | — | None disclosed for Lindner in Comerica’s Board Nominee table |
Board Governance
- Independence: Listed as an independent director; all members of the Audit Committee, Governance, Compensation and Nominating Committee (GCNC), and Qualified Legal Compliance Committee (QLCC) are independent under NYSE/SEC rules .
- Tenure: Director since 2008 (Board retirement policy requires retirement at the annual meeting after 72nd birthday) .
- Attendance: Board held 7 meetings in 2024; each current director attended at least 75% of Board and assigned committee meetings during their service period .
| Committee | Role | Financial Expert | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Yes (SEC “audit committee financial expert”) | 13 | Committee independent; Lindner co-signed the Audit Committee Report (Feb 24, 2025) |
| Governance, Compensation & Nominating Committee (GCNC) | Member | — | 6 | Oversees executive comp, governance, board refreshment and succession |
| Qualified Legal Compliance Committee (QLCC) | Member | — | 0 | Reviews potential material violations of securities law/fiduciary duties |
| Other committees | — | — | — | Not listed as member of Enterprise Risk Committee (ERC) or Compliance Oversight Committee (COC) |
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Individual cash fees for Lindner in 2024 |
| Cash fee schedule (structure reference) | — | Retainer $105,000; Audit Committee member retainer $10,000; COC member retainer $20,000; no meeting fees |
Lindner’s $115,000 cash fees are consistent with the $105,000 base director retainer plus the Audit Committee member retainer of $10,000 (he is not listed as a COC member) .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Settlement | Change-in-Control / Accelerated Vesting |
|---|---|---|---|---|---|---|
| RSUs (non-employee director annual grant) | Jul 23, 2024 | 2,495 | $129,965 | Vest immediately at grant | Settled in CMA stock on first anniversary of separation from Board service (earlier on death/disability) | RSUs may accelerate due to death, disability, or a change in control per terms |
- Equity plan cap: Non-employee director awards capped at $500,000 grant-date fair value per calendar year .
- No stock options granted to directors in 2024; equity delivered via RSUs .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024 for GCNC members (which included Lindner) |
| Related person transactions | Ordinary-course banking/financial services with directors/families occurred on market terms; no transactions requiring approval disclosed; GCNC policy includes independence/conflict checks |
Expertise & Qualifications
- Former CFO of AT&T and Cingular; deep accounting/finance and operational leadership in large, regulated organizations .
- Designated Audit Committee Financial Expert (SEC) .
- Multi-committee governance experience (Audit, GCNC, QLCC) .
- Board retirement policy and refreshment processes in place; balanced tenure and regulatory expertise across board .
Equity Ownership
| Metric | As of Date | Amount/Detail |
|---|---|---|
| Total beneficial ownership (shares) | Feb 28, 2025 | 81,697 shares (includes RSUs and deferred beneficial shares as noted) |
| Ownership as % of class | Feb 28, 2025 | <1% (asterisked in table) |
| RSUs included in beneficial ownership | Feb 28, 2025 | 43,117 RSUs (no voting/investment power until settlement) |
| RSUs outstanding (directors, by person) | Dec 31, 2024 | 42,625 RSUs outstanding for Lindner (includes reinvested dividend equivalents) |
| Deferred Beneficial Shares (director deferral) | Feb 28, 2025 | 12,588 shares (deferred under nonqualified director plans) |
| Trust holdings (Lindner 2006 Living Trust) | Feb 28, 2025 | 3,092 shares |
| Spouse trust holdings (Christy L. Lindner 2020 Family Trust) | Feb 28, 2025 | 6,232 shares |
| Hedging/pledging policy | — | Company prohibits hedging and pledging; none of these shares are pledged |
| Director stock ownership guideline | Dec 31, 2024 | 5,000 shares within 5 years of appointment (at least 1,000 within 12 months); all non-employee directors met applicable guidelines as of 12/31/24 |
Insider Trades & Filings
| Date/Period | Disclosure | Detail |
|---|---|---|
| 2024 (Section 16(a) compliance) | Late Form 4 (administrative) | One Form 4 for Richard G. Lindner (distribution from a Comerica deferred compensation plan on Apr 8, 2024) was filed late on Jun 3, 2024 due to administrative oversight |
Governance Assessment
-
Strengths
- Seasoned financial operator with large-cap CFO background; designated Audit Committee financial expert enhances audit oversight quality .
- Active on key fiduciary and compliance committees (Audit, GCNC, QLCC), supporting board effectiveness in financial reporting, compensation governance, and legal compliance .
- Ownership alignment: utilizes director RSUs and deferral programs; meets stock ownership guidelines; no hedging/pledging permitted .
- Governance environment: strong shareholder support for Say-on-Pay in 2024 (~94%) indicates positive investor sentiment on compensation governance .
-
Watch items / potential red flags
- Approaching mandatory retirement age (policy requires retirement after age 72), implying likely board transition within two years; monitor succession/refreshment impacts .
- Long tenure (since 2008) can raise refreshment/independence optics for some investors; mitigated by active refreshment policy and multi-committee service .
- Minor administrative lapse: one late Form 4 in 2024 related to deferred comp distribution (not a trading red flag, but a disclosure process note) .
- QLCC held zero meetings in 2024; while typical in absence of issues, it offers limited empirical evidence of committee engagement—monitor responsiveness if issues arise .
Director Compensation (Mix reference)
| Component | 2024 Amount |
|---|---|
| Cash (Fees Earned or Paid in Cash) | $115,000 |
| Equity (Stock Awards – RSUs) | $129,965 (2,495 RSUs granted 7/23/2024) |
| Total | $244,965 |
Notes: Director cash and equity are set targeting the median of the peer group; no meeting fees; RSUs vest immediately and settle post-board service, with acceleration on death/disability/change-in-control per plan .