Von Hays
COMERICAAbout Von Hays
Von E. Hays is Senior Executive Vice President and Chief Legal Officer (General Counsel) of Comerica Incorporated, serving as an executive officer since 2022 and elevated to Senior EVP in January 2024 after holding the EVP/CLO role since August 26, 2022; he joined Comerica in 2007 following more than a decade in private practice, including as a partner at K&L Gates. He holds a J.D. (High Honors) from Drake University and a B.A. (Magna Cum Laude) from Central College and serves on the board of the Child & Family Guidance Center in Dallas. Company performance context informing incentive outcomes includes 2024 AEI corporate funding of 122.4% (MIP EPS achieved 109% of target; efficiency ratio 99%; strategic initiatives mixed), five‑year cumulative TSR of 11% versus 33% for the KBW Bank Index, and 2024 net income of $698 million. Hays is an authorized corporate signatory on multiple 8‑Ks and transaction communications in 2025, reflecting his senior officer status.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comerica Incorporated | Senior EVP & Chief Legal Officer | 2024–present | Enterprise legal leadership; executive officer; authorized SEC signatory on material filings |
| Comerica Incorporated | EVP & Chief Legal Officer | 2022–2024 | Led legal affairs during period of heightened banking sector scrutiny and strategic initiatives |
| Comerica Incorporated | SVP, Interim Chief Legal Officer | May–Aug 2022 | Continuity of legal leadership; interim stewardship ahead of permanent appointment |
| Comerica Incorporated | SVP, General Counsel – HR, Litigation & Corporate Operations | 2013–2022 | Built/led HR, litigation and corporate operations legal support functions |
| K&L Gates (private practice) | Partner | 10+ years (pre‑2007) | Advised on litigation, government investigations, labor/employment; trial/arbitration/mediation experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Child & Family Guidance Center (Dallas) | Director | 2022–present | Nonprofit board focused on community mental health |
Fixed Compensation
- Not disclosed for Hays: He was not a Named Executive Officer (NEO) in the 2025 proxy’s Summary Compensation Table; Comerica discloses NEO pay (CEO, CFO and three other most highly compensated executives), not all executive officers. As such, base salary, target bonus %, and actual bonus amounts specific to Hays are not reported.
- Pay design context: Comerica’s senior officers (including executive officers) participate in the AEI/MIP program; corporate funding is based primarily on company-level performance metrics.
Performance Compensation
Annual Executive Incentive (AEI / MIP) – 2024 Outcomes and Design
| Metric | Weight | Target | Actual | Funding calc | Weighted funding |
|---|---|---|---|---|---|
| MIP EPS | 65% | $5.18 | $5.63 | 109% achievement ⇒ 136% funding | 88% |
| MIP Efficiency Ratio | 15% | 68% | 69% | 99% achievement ⇒ 97% funding | 14% |
| Strategic Initiatives (Risk Mgmt/Growth/Human Capital) | 20% | 100% each | 97%/100%/106% | Weighted to 20% combined | 20% |
| Total Corporate Funding | — | — | — | — | 122.4% |
- AEI goal-setting notes: Metrics and collars adjusted for interest-rate sensitivity; non-performance items defined; thresholds and maximums scale by ±4%/±3% per 1% over/under target.
Long-Term Incentives (LTI) – Instrument Mix and Vesting
| Year | LTI Mix | Key performance measures | Vesting/terms |
|---|---|---|---|
| 2024 | 60% SELTPP units; 30% RSUs; 10% stock options | SELTPP: 3-year average SELTPP ROCE (absolute) + relative ROCE vs KBW Bank Index; TSR modifier vs KBW Bank Index | RSUs: 50% at year 2; 25% at years 3 & 4; dividend equivalents in cash at vest. Options: 10-year term; 25% annual vest over 4 years; exercise price = grant date close. |
| 2025 | 60% SELTPP units; 40% RSUs; stock options discontinued | Same SELTPP framework | Same RSU vesting; options removed to align with market/regulatory expectations. |
- Example SELTPP payout (2019–2021 grant that vested in 2024 determination): Three-year average SELTPP ROCE 15.95%, relative ROCE first quartile, relative TSR fourth quartile ⇒ payout 135% of target.
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock ownership guideline (Sr. EVP/EVP Level II) | 3x base salary; as of 2025, executives must retain 50% of after‑tax shares from each vest/exercise until guideline met. |
| Hedging and pledging | Prohibited for all directors and employees; none of the reported management/director shares are pledged. |
| Counting toward ownership | Includes unvested time-based RSUs and share equivalents in benefit plans; excludes unearned performance units and unexercised options until vested/exercised. |
Note: The proxy lists beneficial ownership for directors and certain executives; Hays’ individual ownership is not itemized in the table (management is also shown in aggregate).
Employment Terms
| Topic | Terms | Notes |
|---|---|---|
| Change-of-control agreements (COC) – company practice | For NEOs: 30‑month employment period; if terminated without cause or for good reason post‑COC, lump sum of 3x (base salary + highest annual bonus), pro‑rata bonus, 3 years continued benefits, outplacement, and pension enhancements; equity awards granted after 4/24/2018 generally double‑trigger if not assumed. Post‑2008 agreements have no excise tax gross‑ups (best‑net cutback applies). | Agreements are explicitly disclosed for NEOs; Hays‑specific COC terms are not disclosed. |
| Severance (non‑COC) | Standard salaried-employee severance plan: one year base salary, COBRA, outplacement; unvested equity forfeited; vested options generally exercisable for earlier of option term or 90 days. | Described in “Other NEOs” context; applies by plan to salaried employees. |
| Clawbacks/forfeiture | Incentives subject to recoupment policy and forfeiture provisions; multi‑year performance periods used as risk‑balancing mechanisms. | |
| Insider trading policy | Prohibits hedging, pledging, and MNPI trading; 10b5‑1 plans permitted for the company itself. |
Performance & Track Record
- Role evolution and tenure: Interim CLO in May 2022; named EVP/CLO Aug. 26, 2022; promoted to Senior EVP Jan. 2024; executive officer since 2022.
- Strategic legal leadership: Senior officer signatory on 2025 8‑Ks and transaction communications.
- Incentive metrics linkage: 2024 AEI funding at 122.4% was driven by MIP EPS outperformance and strategic/human capital execution; SELTPP emphasizes ROCE and relative TSR vs KBW Bank Index.
- Company pay-performance context: Five‑year cumulative TSR 11% vs 33% KBW Bank Index; 2024 net income $698 million.
Investment Implications
- Alignment: As a Senior EVP subject to executive stock ownership guidelines (3x salary) with mandatory 50% post‑tax share retention until compliance, and company‑wide prohibitions on hedging/pledging, Hays’ incentives are aligned with long‑term shareholder value and risk control.
- Pay‑for‑performance rigor: AEI weighting (65% EPS, 15% efficiency, 20% strategic) and SELTPP’s three‑year ROCE/TSR construct create multi‑year accountability; 2024 outcomes (122.4% funding; 135% SELTPP payout for the 2022 cycle) show variable pay sensitivity to performance.
- Retention and selling pressure: 2025 elimination of stock options reduces forced‑exercise dynamics and near‑term selling pressure; RSU schedules (50/25/25) and SELTPP performance‑based vesting tie wealth to sustained results, supporting retention.
- Disclosure gaps: Hays was not a 2024 NEO, so individual compensation amounts, ownership totals, and any personal COC/severance specifics are not disclosed—limiting precision for modeling personal selling/pledging risk; however, corporate policies mitigate alignment concerns.
Sources: Executive officer biographies and roles; compensation design, outcomes and policies; ownership and governance disclosures; and SEC signatory records.
Additional background: Corporate press release announcing appointment and education/community roles.