Robert Taubman
COMERICAAbout Robert S. Taubman
Robert S. Taubman, age 71, has served on Comerica’s Board since 2000 and is an independent director. He is Chairman & CEO of The Taubman Realty Group LLC and Chairman, President & CEO of The Taubman Company LLC; previously Chairman (2001–2020) and President & CEO (1992–2020) of Taubman Centers, Inc. . He is a member of Comerica’s Enterprise Risk Committee (ERC) and the Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taubman Centers, Inc. | Chairman | Dec 2001–Dec 2020 | Led public REIT; extensive real estate leadership |
| Taubman Centers, Inc. | President & CEO | Aug 1992–Dec 2020 | Executive leadership; real estate development/operations |
| The Taubman Realty Group LLC | President | Aug 1992–Mar 2021 | Senior leadership in real estate enterprise |
| The Taubman Company LLC | Chairman | Since Dec 2001 | Executive oversight; leasing/management/construction supervision |
| The Taubman Company LLC | President & CEO | Since Sep 1990 | Executive leadership; operations of shopping center management company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Taubman Realty Group LLC | Chairman & CEO | Current | Owns, develops and operates regional shopping centers |
| The Taubman Company LLC | Chairman, President & CEO | Current | Leasing, management and construction supervision |
Board Governance
- Committee assignments: Enterprise Risk Committee (ERC) member; ERC met 4 times in 2024; ERC Chair is Arthur G. Angulo; all ERC members are independent .
- Independence and attendance: Board is majority independent; all directors (including Mr. Taubman) attended at least 75% of aggregate Board/committee meetings in 2024; Board held 7 meetings in 2024 .
- Annual Meeting attendance: All Board members serving at the time attended the 2024 Annual Meeting; directors are expected to attend each Annual Meeting barring reasonable grounds .
- Lead Independent Director: Barbara R. Smith (Facilitating Director) with robust duties and regular executive sessions of non-management directors .
Fixed Compensation
| Year | Cash Fees ($) | Equity (RSUs) ($) | Total ($) |
|---|---|---|---|
| 2024 | 110,000 | 129,965 | 239,965 |
| 2023 | 105,000 | 120,074 | 225,074 |
- Director compensation structure (2024): Annual cash retainer $105,000; RSU award $129,965 (2,495 RSUs granted July 23, 2024; RSUs vest at grant but settle one year after Board separation, subject to death/disability/change-in-control exceptions); no per-meeting fees; committee chair/member fees apply only if applicable .
- Director stock ownership guideline: Non-employee directors are encouraged to own at least 5,000 shares (including RSUs) within five years; as of Dec 31, 2024 all non-employee directors met guideline levels .
Performance Compensation
| Component | Terms | Performance Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Annual grant; equity-settled | None (time-based, not performance-linked) | Vested at grant; settlement on first anniversary after Board separation (with specified exceptions) |
Note: Comerica does not disclose performance metrics tied to director pay; RSUs for directors are not contingent on performance .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Mr. Taubman in 2025 nominee summary |
| Prior public company boards | Taubman Centers, Inc. (director 1992–Dec 2020) |
| Related-party/ordinary-course dealings | Loans and financial services provided to certain directors (including Mr. Taubman) in ordinary course, on market terms, with no more than normal risk; Board deemed immaterial in independence review |
| Overboarding policy | Directors may not serve on >3 other public company boards; Audit members limited to ≤2 other audit committees |
Expertise & Qualifications
- Real estate development, operations and leasing; extensive experience across Comerica’s geographic markets .
- Executive leadership of complex enterprises; adds sector expertise to risk oversight discussions .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 63,408; less than 1% of class (“*”) |
| RSUs included in ownership | 49,042 RSUs (no voting/investment power until settlement) |
| Pledging/hedging | Prohibited for directors and employees under policy |
| Ownership guidelines compliance | All non-employee directors met guideline levels as of Dec 31, 2024 |
Legacy director retirement benefit:
- Mr. Taubman has vested benefits under legacy director plans frozen in 1998: $1,666.67 per month for 120 months, payable upon retirement from the Board; no survivor benefit .
Insider reporting:
- Comerica disclosed two late Section 16(a) Form 4 filings in 2024 (for different insiders); no delinquent filings were disclosed for Mr. Taubman .
Governance Assessment
- Independence and attendance: Independent director with ERC membership; meets attendance thresholds; supports Board risk oversight processes .
- Alignment: Holds meaningful equity via RSUs and shares; complies with director ownership guidelines; hedging/pledging prohibited, reinforcing alignment .
- Compensation structure: Predominantly fixed cash retainer plus time-based RSUs; no performance-contingent director equity—neutral from pay-for-performance standpoint but standard for banks; total 2024 director pay of ~$240k within peer median target .
- Potential conflicts/red flags: Ordinary-course lending relationships disclosed and deemed immaterial; modest legacy director pension benefit persists—low magnitude, but note as a legacy element; approaching mandatory retirement age (policy requires retirement at annual meeting following 72nd birthday), which may drive near-term Board refresh dynamics .