C. Bryan Daniels
About C. Bryan Daniels
Independent director of Fifth Third Bancorp since 2019; age 66. Co-Founder and Principal of Prairie Capital (Chicago-based private equity firm) and former Senior Vice President of Commercial Banking at American National Bank and Trust Company. Board-designated independent under Nasdaq standards; skills include corporate governance, cybersecurity, digital innovation/FinTech, executive management, financial services, risk management, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prairie Capital | Co-Founder & Principal | Not disclosed | Private equity leadership; broad industry exposure and technology focus |
| American National Bank & Trust Company | SVP, Commercial Banking | Not disclosed | Commercial banking leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other public company boards | — | None |
| Prairie Capital | Co-Founder & Principal | Active |
Board Governance
- Independence and attendance: Board affirms Daniels is independent; Board/committee aggregate attendance was 97% in 2024, no director attended less than 75%; all directors attended the 2024 Annual Meeting .
- Committee service (2024):
- Audit Committee – Member; 10 meetings; all members independent and audit-qualified per Nasdaq .
- Risk & Compliance Committee – Member; 11 meetings (incl. one special); oversight of enterprise risk, compliance, fiduciary, and climate/social risk .
- Technology Committee – Member; 4 meetings; oversight of cybersecurity/information security; joint sessions with Risk & Compliance .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 10 | Independent-only committee; chartered oversight of audits, ICFR, EthicsLine |
| Risk & Compliance | Member | 11 | Enterprise risk oversight; CRO reports in executive session |
| Technology | Member | 4 | Cybersecurity and data governance oversight |
Fixed Compensation
| Element | FY 2024 | Basis |
|---|---|---|
| Annual cash retainer | $100,000 | Director pay program |
| Audit Committee member fee | $15,000 | Committee retainer schedule |
| Risk & Compliance Committee member fee | $15,000 | Committee retainer schedule |
| Technology Committee member fee | $0 | No member fee disclosed; Chair only |
| Total fees earned (cash) | $130,000 | Daniels 2024 cash fees |
| Annual equity retainer (RSUs grant-date value) | $140,000 | Grant-date fair value at $34.09 on Apr 16, 2024 |
| Option awards | — | Directors did not receive options in 2024 |
| Total 2024 compensation | $270,000 | Daniels total |
- Program structure: Non-employee directors receive cash retainer plus RSUs that vest at end of board service; deferral elections permitted for cash and RSUs; no above-market deferral earnings .
- 2025 change: Board approved $10,000 increase to overall director compensation, split equally between cash and equity, effective Jan 1, 2025 .
Performance Compensation
| Performance-linked element | FY 2024 Status | Notes |
|---|---|---|
| Performance-based equity (PSUs) | None disclosed for directors | RSUs only; vest on end of service |
| Options/SARs | None for directors | Explicitly none in 2024 |
| Meeting fees/incentive pay | None disclosed | Director program uses retainers; no per-meeting fees listed |
Directors’ compensation is not tied to operating or financial performance metrics; RSUs are time-based and vest upon the end of board service .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | None disclosed |
- Related-party transactions: Proxy discloses related-party items for certain directors (e.g., Bengals sponsorship tied to Ms. Blackburn) and ordinary-course lending subject to Regulation O; no transactions involving Daniels are disclosed .
Expertise & Qualifications
- Private equity leadership and multi-industry exposure via Prairie Capital .
- Financial services and commercial banking expertise .
- Technology and cybersecurity exposure across industries .
- Skills matrix: Corporate Governance; Cybersecurity; Digital Innovation/FinTech; Executive Management; Financial Services Industry; Risk Management; Strategic Planning .
Equity Ownership
| Metric | As of Dec 31, 2024 | Notes |
|---|---|---|
| Beneficial ownership (shares) | 369,221 | Includes RSUs and exercisable rights per methodology |
| % of common shares outstanding | 0.0551% | Percent of class |
| RSUs outstanding | 32,144 | Outstanding equity awards |
| Deferred RSUs election | 17,327 | Deferred receipt elections by Daniels |
| IRA-held shares | 8,963 | Footnote detail |
| Director ownership guideline | 6× annual cash retainer | Must be met within 5 years |
| Guideline compliance status | Meets/exceeds or on pace | All directors met or on pace as of Dec 2024 |
| Hedging/pledging | Prohibited | Company policy restricts hedging and pledging by directors |
Governance Assessment
- Board effectiveness and engagement: Daniels serves on three oversight-intensive committees (Audit, Risk & Compliance, Technology), aligning with his financial services and cybersecurity/technology experience; Board/committee aggregate attendance was 97% and no director fell below 75% attendance; all directors attended the Annual Meeting .
- Independence and conflicts: Board confirms independence; no related-party transactions disclosed for Daniels; Nominating & Corporate Governance Committee actively reviews potential director conflicts .
- Ownership alignment: Meaningful beneficial ownership (369,221 shares; 0.0551% of class), RSUs outstanding, deferral elections indicating long-term alignment; directors must meet 6× retainer ownership within five years, and all directors meet or are on pace; hedging and pledging prohibited .
- Compensation quality: Balanced cash/equity retainers; no options or performance-linked payouts that might compromise independence; 2025 adjustment is modest (+$10,000 split cash/equity) and market-aligned .
- Risk oversight contribution: Active roles on Audit, Risk & Compliance, and Technology suggest meaningful involvement in financial reporting, enterprise risk, and cybersecurity oversight; committees hold regular executive sessions with CRO and technology leadership .
RED FLAGS
- None disclosed specific to Daniels: no related-party dealings, no hedging/pledging, no option repricing, and independent status affirmed .