B. Evan Bayh, III
About B. Evan Bayh, III
B. Evan Bayh, III, age 69, has served on the Fifth Third Bancorp Board since 2011 and is classified as an independent director under Nasdaq standards . He is a Senior Advisor to Apollo Global Management and previously served as a U.S. Senator and Governor of Indiana, with legal practice experience at McGuire Woods and Cozen O’Connor; his disclosed skills include cybersecurity, corporate governance, compensation, financial services, and strategic planning .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apollo Global Management | Non-executive Senior Advisor | — | Background and expertise disclosure |
| United States Government | U.S. Senator (Indiana) | — | Service includes Senate Banking Committee; chaired International Trade & Finance Subcommittee |
| State of Indiana | Governor | — | Oversight of broad financial, economic, and policy issues |
| McGuire Woods | Partner | — | Former legal practice |
| Cozen O’Connor | Partner | — | Former legal practice |
External Roles
| Organization | Role | Public Company? | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Company | Director | Yes | Listed among current other public company boards |
| Berry Global Group, Inc. | Director | Yes | Listed among current other public company boards |
| RLJ Lodging Trust | Director | Yes | Listed among current other public company boards |
Board Governance
- Independence: Board determined all nominees are independent except the CEO, Timothy N. Spence; Bayh is independent .
- Attendance: Board held 10 meetings in 2024; no current director attended less than 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting; aggregate attendance rate was 97% .
- Committee memberships (2024):
- Audit Committee: Member (Chair: Eileen A. Mallesch; all members independent; 10 meetings)
- Nominating & Corporate Governance Committee: Member (Chair: Thomas H. Harvey; all members independent; 3 meetings)
- Governance processes: Committee charters adopted and posted on corporate website; Nominating Committee reviews conflicts of interest and director education; the Board conducts continuous director education and has a Lead Independent Director structure .
| Committee (2024) | Bayh Role | Chair? | Meetings (2024) | Independence |
|---|---|---|---|---|
| Audit | Member | No | 10 | All members independent |
| Nominating & Corporate Governance | Member | No | 3 | All members independent |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 106,841 | 140,000 | 246,841 |
- Director pay program limit: Shareholder-approved annual cap of $700,000 for cash plus grant-date fair value of equity per non-employee director .
- 2025 change: Board approved a $10,000 increase to overall director compensation (split equally between cash and equity), effective January 1, 2025; no other changes recommended .
Performance Compensation
- Structure: Non-employee directors do not receive option awards, non-equity incentive compensation, or above-market/preferential earnings on nonqualified deferred compensation; RSUs vest upon completion of Board service .
| Equity Item | Detail |
|---|---|
| 2024 Stock Awards ($) | $140,000 grant-date fair value |
| Grant-Date Price | $34.09 closing price on April 16, 2024 |
| Vesting | RSUs vest at completion of Board service |
| Outstanding RSUs at 12/31/2024 | 52,807 units |
| Deferred RSU Receipt | 41,144 units deferred by Bayh |
No performance-based metrics are disclosed for director compensation; equity is time-based RSUs that vest upon completion of service .
Other Directorships & Interlocks
| Director/Entity | Note |
|---|---|
| Bayh: Marathon Petroleum Company | Current public company directorship |
| Bayh: Berry Global Group, Inc. | Current public company directorship |
| Bayh: RLJ Lodging Trust | Current public company directorship |
| Gary R. Heminger: Marathon Petroleum Company (2020) and MPLX GP LLC (2020) | Other FITB director’s prior service; indicates historical ties; no current interlock disclosed |
- Board policy: Non-CEO directors may not serve on more than three public company boards in addition to Fifth Third; Bayh is listed with three other public boards, consistent with the cap .
Expertise & Qualifications
- Skills and attributes disclosed for Bayh: Compensation and Benefits; Corporate Governance; Cybersecurity; Digital Innovation & FinTech; Executive Management; Financial Services Industry; Human Capital Management; Legal & Regulatory; Risk Management; Strategic Planning; Sustainability .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Common Shares) at 12/31/2024 | 33,663 shares |
| Ownership % of Class | 0.0050% |
| RSUs Outstanding at 12/31/2024 | 52,807 units |
| RSUs Deferred (Receipt) | 41,144 units |
| Options | None disclosed for directors in 2024 |
| Stock Ownership Guidelines | 6x annual cash retainer; 5-year compliance window; directors met or were on pace as of Dec 2024 |
Governance Assessment
-
Independence and capacity: Bayh is independent and serves on two core committees (Audit; Nominating & Corporate Governance), aligning with independent oversight of financial reporting, ethics, and board composition .
-
Engagement: No director fell below 75% attendance; Board and committees achieved 97% aggregate attendance; Bayh attended the Annual Meeting with all directors in 2024, indicating strong engagement .
-
Shareholder support signal: In the 2025 election, Bayh received 517,250,767 “For,” 17,218,287 “Against,” and 572,090 “Abstain” votes; this “Against” total was higher than several peers (e.g., Linda W. Clement-Holmes had 2,407,949 “Against”), suggesting relatively elevated dissent that warrants monitoring .
-
Alignment: RSUs vest upon completion of board service, promoting retention; directors are subject to stringent ownership requirements (6x cash retainer), with compliance or on-pace status affirmed as of December 2024 .
-
Workload risk: Bayh serves on three other public boards, matching the board’s cap for non-CEO directors; while policy-compliant, concurrent commitments should be assessed against continued attendance and committee effectiveness, which were solid in 2024 .
-
RED FLAGS
- Elevated “Against” votes in 2025 director election relative to some peers (Bayh: 17.2M vs. Clement-Holmes: 2.4M) .
- At the policy cap for external public company boards (three), increasing potential time-commitment risk if circumstances change; current attendance metrics mitigate near-term concern .