Bryan D. Preston
About Bryan D. Preston
Bryan D. Preston, age 48, is Executive Vice President and Chief Financial Officer of Fifth Third Bancorp, serving since January 2024 after previously holding Treasurer and multiple finance roles at the company since 2008 . As CFO, he certifies Fifth Third’s financial reports under Sarbanes–Oxley and concluded controls were effective, underscoring governance and execution credibility . Company performance in 2024 included TSR of 168.43, Net Income of $2,314 million, and Adjusted ROACE of 10.64%, metrics used by the company in pay-versus-performance analysis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bancorp | Executive Vice President & CFO | Jan 2024–present | Oversaw financial performance, liquidity and interest rate risk; led capital planning and shareholder engagement |
| Fifth Third Bancorp | Executive Vice President | Oct 2022–present | Senior finance leadership |
| Fifth Third Bancorp | Treasurer | Feb 2020–Jan 2024 | Treasury leadership (liquidity and balance sheet stewardship inferred from role) |
| Fifth Third Bancorp | Consumer LOB CFO | Sep 2017–Feb 2020 | Segment finance leadership |
| Fifth Third Bancorp | Assistant Treasurer | Mar 2014–Sep 2017 | Treasury support roles |
| Fifth Third Bancorp | Various finance and accounting roles | 2008–2014 | Progressive finance roles |
External Roles
No external public-company directorships or outside board roles for Preston are disclosed in the 2024 10-K executive officer section .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Base Salary | 615,962 |
| Target Annual Cash Incentive (VCP) | 625,000 (target dollars) |
| Actual Non-Equity Incentive (VCP) Paid | 668,750 |
| All Other Compensation (Total) | 82,573 |
| — Perquisites & Other Personal Benefits | 11,711 (parking $2,400; guest at business functions $4,740; security program $4,571) |
| — Registrant Contributions to Defined Contribution Plans | 68,233 |
| — Tax Reimbursements & Insurance Premiums | 154 |
| — Other | 2,475 (wellness/Health Savings Account) |
Notes:
- VCP target is stated in dollars; the program uses percent-of-salary targets, but individual target percentages are not specified in the filing .
Performance Compensation
Variable Compensation Plan (VCP) — 2024 Funding Grid
| Metric | Weight | Threshold | Target | Maximum | 2024 VCP Adjusted Actual | Funding % |
|---|---|---|---|---|---|---|
| Earnings Per Share | 50% | $2.59 | $3.24 | $3.73 | $3.27 | 106% |
| Return on Assets | 25% | 0.90% | 1.12% | 1.29% | 1.13% | 106% |
| Efficiency Ratio | 25% | 62.8% | 57.1% | 54.2% | 57.5% | 97% |
| Total Funding (pre-modifiers) | — | — | — | — | — | 103% |
| Funding Modifiers | — | — | — | — | CET1 10.6%; NPA ≥ peer; L/D 72% | +4 pts (final 107%) |
- Committee set final funding at 107% after modifiers; NEO cash awards ranged 105–115% of individual target in cash .
- Preston’s VCP payout of $668,750 aligns with ~107% of his $625,000 target .
Long-Term Incentive (2024 grants approved Feb 14, 2024)
| Award Type | Grant Date | Units / Options | Exercise Price | Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 2/14/2024 | Target 18,048; Threshold 9,024; Max 27,072 | — | 604,788 | 3-year performance | 3-year cumulative Adjusted ROACE vs compensation peer group; payout 0–150%, with efficiency ratio threshold and risk evaluation gates |
| Restricted Stock Units (RSUs) | 2/14/2024 | 12,634 | — | 423,365 | 3-year graded vesting | Time-based (dividend equivalents) |
| Stock Appreciation Rights (SARs) | 2/14/2024 | 19,310 | $33.51 | 187,500 | 3-year graded; 10-year term | Value only from share price appreciation; no repricing |
2024 Vesting/Exercise Activity:
- Shares vested: 11,580; value on vest date: $392,462 .
- Options exercised: None for Preston in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 53,476 shares; 0.0080% of class |
| SARs exercisable within 60 days | 26,663 |
| RSUs unvested | 1,254; 3,035; 12,634; 28,547 (market values $53,019; $128,320; $534,166; $1,206,967) |
| PSUs outstanding (unearned) | 5,375; 6,503; 18,048 (market/payout values $227,255; $274,947; $763,069) |
| SARs outstanding (by grant) | 4,561 @ $26.52 exp 2/03/2027; 5,740 @ $33.53 exp 2/17/2031; 3,757 ex/1,879 unex @ $49.51 exp 2/16/2032; 2,145 ex/4,290 unex @ $37.19 exp 2/14/2033; 19,310 unex @ $33.51 exp 2/14/2034 |
| Stock Ownership Guidelines | CEO 6x salary; Other NEOs 3x salary |
| Guideline Compliance (Jun 2024) | All NEOs met or on pace within 5-year window |
| Hedging/Pledging | Prohibited; no margin or collateral use of company stock |
Employment Terms
| Provision | Detail |
|---|---|
| Severance Benefits Plan (involuntary w/o cause or for good reason; pre-CIC or >24 months post-CIC) | CFO receives 1.5x base salary paid quarterly over 12 months; pro-rated annual bonus; 12× monthly COBRA premiums; plan adopted 2/17/2021 |
| Change-in-Control (CIC) Severance | Benefits triggered only upon qualifying termination following a CIC (double trigger) |
| CIC Economics (Involuntary termination upon CIC) | Cash severance $4,362,500; unvested equity $2,778,566; other benefits $321,123; total $7,462,189; no excise tax gross-up |
| Termination Scenarios (as of 12/31/2024) | Death/Disability: $3,511,952; Involuntary or Good Reason: $5,094,899 |
| Non-compete/Non-solicit (CIC) | 3 years for Preston upon triggering event |
| Deferred Compensation (NQDCP) | Executive contributions $66,678; company contributions $44,083; aggregate balance $858,450 |
| Clawbacks/Recoupment | Company discloses clawbacks and recoupments policy sections; details not quantified in cited excerpts |
Investment Implications
- Pay-for-performance alignment: Preston’s 2024 cash incentive exceeded target (actual $668,750 vs. $625,000 target) consistent with final corporate funding of 107%, tying variable pay to EPS, ROA, and efficiency outcomes .
- Retention hooks: Significant unvested RSUs and PSUs (RSUs 1,254/3,035/12,634/28,547; PSUs 5,375/6,503/18,048), plus unexerced SARs expiring 2027–2034, create multi-year vesting and performance gates that discourage premature exit and align long-term value creation .
- Insider selling pressure: No options were exercised in 2024, while 11,580 shares vested; the mix suggests limited near-term forced selling from option exercises, with time-based and performance-based awards dominating realizable value .
- Governance and risk discipline: SOX certifications and effective control conclusions by the CFO, plus explicit prohibitions on hedging/pledging, reduce governance risk and reinforce shareholder alignment .
- CIC and severance terms: Double-trigger CIC with no excise tax gross-ups and a defined non-compete period (3 years) balances competitive retention with shareholder-favorable terms; involuntary severance is formulaic and not excessive versus peer-informed benchmarks .