Wendy Bridges
COMERICAAbout Wendy Bridges
Wendy W. Bridges (53) is Executive Vice President and Executive Director of Corporate Affairs at Comerica Incorporated and Comerica Bank, serving as an executive officer since 2021 and leading Corporate Affairs since November 2021 . She oversees Corporate Communications, External Affairs/CRA, Sustainability, Inclusion programming, Government Relations, Field Marketing, Corporate Quality, and Executive Administration; she also serves as Chief of Staff to the Chairman/CEO and chairs the Comerica Charitable Foundation . Bridges holds a Bachelor of Journalism (Public Relations) from the University of Texas at Austin and previously spent 12 years at Baylor Health Care System (now Baylor Scott & White) culminating as Director of Media Relations . During 2022–2024, Comerica’s long-term plan paid at 135% (high ROCE with a negative TSR modifier given 4th-quartile relative TSR), underscoring the pay-for-performance framework shaping senior executive incentives like Bridges’ (though her individual awards are not disclosed) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comerica Incorporated | EVP, Executive Director of Corporate Affairs | Nov 2021–Present | Established and leads Office of Corporate Affairs; cross-functional oversight of communications, CRA/external affairs, ESG/sustainability, inclusion, government relations, events, corporate quality, executive administration; Chief of Staff to CEO . |
| Comerica Incorporated | SVP, Corporate Communications & Executive Administration | 2010–Nov 2021 | Expanded remit to Corporate Contributions and External Affairs in 2016; supported executive administration and Board interface . |
| Baylor Health Care System (Baylor Scott & White) | Director of Media Relations (prior PR roles) | ~1996–2008 | Led media relations for regional health system; earlier roles built crisis and corporate communications capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NOMI Network | Board member | Current | National workforce development nonprofit focused on women at risk of trafficking . |
| Downtown Dallas Inc. | Board member | Current | Civic and economic development organization . |
| Junior League of Dallas | Sustaining member | Current | Community leadership/service network . |
Fixed Compensation
Not individually disclosed for Bridges. Comerica’s senior executives (including EVPs) are paid with a mix of base salary and an annual cash incentive (AEI) under the Management Incentive Plan (MIP); targets are committee‑set by role and market, with corporate funding tied to performance on MIP EPS (65%), MIP Efficiency Ratio (15%), and Strategic Initiatives (20%) .
Performance Compensation
Comerica emphasizes at‑risk pay via (1) AEI (1-year cash), and (2) long-term equity: performance share units (SELTPP), RSUs, and (through 2024 grants) stock options. Although Bridges’ individual awards are not disclosed, EVPs participate in these company-wide programs subject to clawbacks/forfeitures and multi‑year vesting .
| Metric | Weight | Target | Actual (2024) | Payout/Impact |
|---|---|---|---|---|
| MIP EPS (non-GAAP; collar, NCOs instead of provision) | 65% | $5.18 | $5.63 | 136% for this metric (9% over target; +4% per point) . |
| MIP Efficiency Ratio (non-GAAP; inverse) | 15% | 69% | 68% | 97% for this metric (1% better than target; −3% per point) . |
| Strategic Initiatives – Risk Management | 10% | 100% | 97% | 9% weighted contribution . |
| Strategic Initiatives – Growth | 5% | 100% | 100% | 5% weighted contribution . |
| Strategic Initiatives – Human Capital | 5% | 100% | 106% | 6% weighted contribution . |
| AEI Corporate Funding (2024) | — | — | — | 122.4% total funding . |
| SELTPP (2022–2024) | 3-yr | Absolute ROCE + Relative ROCE; TSR modifier | 3-yr ROCE ~16.0%; relative ROCE 1st quartile; relative TSR 4th quartile | Paid 135% of target (−15% TSR modifier from 150%) . |
| Vesting Schedules | — | — | — | RSUs: 50%/25%/25% in years 2–4; Options: 25% annually over 4 yrs; SELTPP after 3 yrs, 0–150% based on performance . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (recently reported) | On Feb 12, 2024, Bridges reported ownership of 18,067 shares after transactions; she exercised 942 options and sold 3,034 shares; reported sale price reference ~$52.74 (market media) . |
| Ownership Guidelines | 2025 update: officers must retain 50% of after-tax shares from equity until meeting salary-multiple guidelines. EVP guideline is 2x–3x salary (EVP Level I: 2x; Sr. EVP/EVP Level II: 3x) . |
| Hedging/Pledging | Company policy prohibits hedging/pledging by employees and directors; none of the shares listed in the Security Ownership table for directors/NEOs/executive officers as a group were pledged as of Feb 28, 2025 . |
| Clawbacks | Dodd-Frank compliant Compensation Recovery Policy; discretionary Recoupment Policy; equity plan forfeiture and misconduct clawback provisions . |
| Typical Vesting | RSUs: 50/25/25 over years 2–4; Options: 25% per year over 4 years, 10‑year term; SELTPP: cliff after 3 years with absolute/relative ROCE and TSR modifier . |
Insider selling/vesting dynamics:
- Annual RSU schedules drive significant vesting in year 2 (50%), often creating tax/withholding or liquidity-driven sales windows; options vest annually and may be exercised with contemporaneous sales, as seen in Bridges’ 2/12/2024 transactions .
Employment Terms
| Term | Detail |
|---|---|
| Executive Officer Since | 2021 . |
| Current Role Start | November 2021 (EVP, Corporate Affairs) . |
| Employment Agreements | Comerica states it does not use employment agreements generally; NEO severance/CoC terms are disclosed, but non-NEO EVP individual contracts (including Bridges) are not disclosed . |
| Change-of-Control (company practice) | Comerica maintains CoC agreements for NEOs with 30‑month employment period and 3x salary+bonus multiples; post‑2008 agreements exclude excise tax gross‑ups and modified single trigger. No disclosure of a CoC agreement for Bridges specifically . |
| Stock Ownership/Holding | 2025 update requires retaining 50% of after-tax shares until guideline is met . |
| Non‑Compete/Non‑Solicit | Not disclosed in public filings. |
| Clawbacks/Forfeitures | Multiple clawbacks and equity forfeiture provisions apply to senior officers . |
Compensation Structure Analysis (Context for Bridges as EVP)
- Shift away from stock options (eliminated from 2025 annual grants) increases reliance on RSUs and performance shares, reducing leverage and potential volatility in realized pay while maintaining performance linkage via SELTPP .
- AEI funding at 122.4% in 2024 and SELTPP 2022–2024 payout at 135% reflect strong absolute ROCE and relative ROCE results with discipline from a negative TSR modifier (4th quartile), evidencing a balanced pay-for-performance framework .
- Stock ownership guideline tightening (50% post‑vest holding until met) improves alignment and may dampen near‑term selling pressure from executives who have not yet met guidelines .
Performance & Track Record
| Company Performance Indicators (2024) | Detail |
|---|---|
| EPS | $5.02; ROE 11.23%; ROA 0.87%; Avg. loans $51.0B; Net charge‑offs 0.10% (peer‑leading); CET1 11.89% . |
| Say-on-Pay Support | ~94% approval at 2024 meeting; 8 years >90% support . |
| Community/ESG Recognition | JUST Capital Top 100; Civic 50 honoree (9th year) . |
TSR/Relative Outcome in Incentive Plan:
- 2022–2024 SELTPP: absolute SELTPP ROCE ~16.0%, first‑quartile relative ROCE; relative TSR in fourth quartile vs KBW Bank Index (−15% modifier) .
Note: These are company-level outcomes that inform EVP incentive funding; Bridges’ individual payouts are not disclosed.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none pledged by directors/NEOs/executive officers as a group .
- Clawbacks in place (Dodd‑Frank compliant plus discretionary recoupment) and equity forfeiture provisions for risk/control failures .
- No disclosed legal proceedings, related‑party transactions, or personal gross‑ups related to Bridges; company discloses governance around related parties and compensation consultants .
Insider Transactions (Trading Signals)
| Date | Transaction | Shares | Price | Shares Owned After |
|---|---|---|---|---|
| 2024-02-12 | Option exercise (M) | 942 | $0.00 | 18,067 (post transactions) . |
| 2024-02-12 | Sale (S) | 3,034 | ~$52.74 | 18,067 (post transactions) . |
Interpretation:
- Pattern consistent with liquidity around equity events (option exercise and sale on same day); no evidence of 10b5‑1 plan disclosed on the Form 4 (aff10b5One=0 in filing XML) .
- Future selling pressure likely clusters around RSU 50% tranche vesting in year 2 and SELTPP determinations, subject to holding requirements until guidelines are met .
Equity Ownership & Guidelines Status
- Ownership guideline for EVPs is 2x–3x salary; new 2025 policy requires 50% post‑tax retention of vested shares until met. NEO status shows high compliance; Bridges’ compliance level is not disclosed individually (her role is EVP but not an NEO) .
Compensation Peer Group and Say‑on‑Pay
- Peer group includes mid/large regional banks (e.g., Fifth Third, Regions, Huntington, Key, M&T, Zions, Western Alliance, etc.) used for market medians; say‑on‑pay ~94% approval in 2024 .
Investment Implications
- Alignment: Tightened stock ownership/retention rules and robust clawbacks improve alignment and reduce risk-taking; as an EVP with broad stakeholder remit (ESG/Communications/CRA), Bridges’ incentives are tied to company metrics (EPS/efficiency/ROCE/relative ranking), aligning with enterprise value creation .
- Selling Pressure: Expect episodic sales around vesting/option events; 2/12/2024 sale likely liquidity- or tax-driven rather than a strategic signal, but monitor upcoming RSU year‑2 cliffs and SELTPP settlements for pattern repetition .
- Retention/CoC: No individual CoC disclosure for Bridges; company CoC design applies to NEOs with double‑trigger norms post‑2008, suggesting standard market protections without shareholder‑unfriendly features; clawbacks/forfeiture add discipline and can deter risky behavior .
- Performance Linkage: 2024 AEI 122.4% and 2022–2024 SELTPP 135% indicate compensation leverage to operational/credit discipline and ROCE; TSR underperformance was penalized via modifier, a constructive feature for investors .
Sources: 2025 DEF 14A proxy; Comerica leadership bio page; SEC Form 4 filings and third-party summaries where noted .