Roger Cregg
COMERICAAbout Roger A. Cregg
Roger A. Cregg, age 68, has served on Comerica’s Board since 2006 and is the Audit Committee Chair and Qualified Legal Compliance Committee (QLCC) Chair. He is a former public-company CEO and CFO (AV Homes, ServiceMaster, PulteGroup) and previously chaired the Detroit Branch of the Federal Reserve Bank of Chicago; he currently serves on the boards of Sterling Construction Company, Inc. (since May 8, 2019) and Westlake Corporation (since January 2025), and as an independent director of Comerica Bank (affiliate) since December 2024 . The Board has determined he is an audit committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AV Homes, Inc. | President, CEO, Director | Dec 2012 – Oct 2018 | Led public homebuilder operations across multiple states |
| The ServiceMaster Company | SVP Finance & CFO | Aug 2011 – Nov 2012 | Residential and commercial services CFO |
| PulteGroup, Inc. (formerly Pulte Homes, Inc.) | CFO; EVP; SVP | Jan 1998 – May 2011 (CFO Jan 1998–May 2011; EVP May 2003–May 2011; SVP Jan 1998–May 2003) | National homebuilder finance leadership |
| Federal Reserve Bank of Chicago, Detroit Branch | Director; Chair | Jan 2004 – Dec 2009 (Chair in 2006) | Regional central bank oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling Construction Company, Inc. | Director | Since May 8, 2019 | Not disclosed in proxy |
| Westlake Corporation | Director | Since Jan 2025 | Not disclosed in proxy |
| Comerica Bank (affiliate) | Independent Director | Since Dec 2024 | Not disclosed in proxy |
Board Governance
- Independence: Audit Committee consists of independent directors; Board counts 11 of 12 independent directors (92%) .
- Committee leadership and membership:
- Audit Committee: Chair (Cregg); 13 meetings held in 2024; Cregg designated an audit committee financial expert (SEC) .
- Qualified Legal Compliance Committee (QLCC): Chair (Cregg) .
- Compliance Oversight Committee (COC): Member (Cregg); 9 meetings held in 2024; all members independent .
- Attendance: Board held 7 meetings in 2024; all current directors attended at least 75% of Board and committee meetings during their service period .
- Governance practices: Majority voting, annual director elections, executive sessions of non-management directors, retirement age of 72, no more than three other public boards per director .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $105,000 | Standard non-employee director retainer |
| Audit Committee Chair Retainer | $40,000 | Chair premium |
| QLCC Chair Retainer | $20,000 | Chair premium |
| Audit Committee Member Retainer | $10,000 | Member fee |
| Compliance Oversight Committee Member Retainer | $20,000 | Member fee |
| Meeting Fees | N/A | No per-meeting fees |
| Total Cash Earned (Cregg, 2024) | $195,000 | Actual fees earned |
| RSU Grant Fair Value (Cregg, 2024) | $129,965 | Stock awards |
| Total Compensation (Cregg, 2024) | $324,965 | Cash + RSU grant value |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Settlement | Acceleration Terms |
|---|---|---|---|---|---|---|
| RSUs (Director annual grant) | Jul 23, 2024 | 2,495 | $129,965 | RSUs vest immediately at grant | Settled in Comerica common stock after the one-year anniversary of separation from Board service | Acceleration permitted for death, certain disability cases, or change in control |
- Equity plan cap: Non-employee directors may not receive awards with grant-date fair value exceeding $500,000 per calendar year under the LTIP .
- Deferred compensation: Directors may defer cash into stock-settled (Comerica stock return) or cash-settled investment fund plans; earnings are not above-market .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Sterling Construction Company, Inc. | Infrastructure/Construction | Director | Not a banking competitor; no conflicts disclosed in proxy sections reviewed |
| Westlake Corporation | Chemicals/Materials | Director | Not a banking competitor; no conflicts disclosed in proxy sections reviewed |
- Policy: Directors may serve on no more than three other public company boards; Cregg is within this limit .
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO/CEO background in public companies, supporting financial reporting oversight .
- Regulatory experience via leadership role at the Federal Reserve Bank of Chicago, Detroit Branch .
- Governance and operational acumen aligned with Audit and QLCC chair responsibilities .
Equity Ownership
| Holder | Total Beneficial Ownership (as of Feb 28, 2025) | RSUs Included | Other Notes | Percent of Class |
|---|---|---|---|---|
| Roger A. Cregg | 69,199 shares | 45,026 RSUs (time-vested; settle post-service) | Includes 5,000 shares held jointly with spouse; none pledged; hedging/pledging prohibited | <1% (“*”) |
- RSUs outstanding (as of Dec 31, 2024): 44,512 (includes dividend equivalents reinvested) .
- Stock ownership guidelines: Non-employee directors must own ≥5,000 shares within five years (≥1,000 within 12 months); all non-employee directors met guideline levels as of Dec 31, 2024 .
Governance Assessment
- Strengths:
- Dual committee leadership (Audit, QLCC) with financial expert designation enhances oversight of financial reporting, compliance, and auditor independence; Audit Committee confirmed EY selection and lead partner rotation process, indicating active governance .
- Solid attendance and engagement metrics at Board and committee levels; independence is robust across committees .
- Ownership alignment through RSUs and compliance with stock ownership guidelines; prohibition on hedging/pledging reduces alignment risk .
- Considerations:
- Time commitments: Chairs two key committees and serves on COC alongside two external public boards; however, policy limits are met and attendance thresholds satisfied, mitigating overboarding risk .
- Related-party/pledging risks: Proxy sections reviewed disclose no pledged shares and prohibit hedging/pledging; no related-party transactions involving Mr. Cregg were noted in the provided excerpts .