Eileen A. Mallesch
About Eileen A. Mallesch
Eileen A. Mallesch, age 69, is an independent director of Fifth Third Bancorp since 2016. She is a Certified Public Accountant (inactive) and formerly served as Senior Vice President & Chief Financial Officer of the Nationwide Property and Casualty segment and as SVP & CFO of Genworth Financial Life Insurance/Service Company, bringing more than 25 years of financial management, ERP, large-scale tech integration, M&A, and risk/compliance experience .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Nationwide Mutual Insurance Company (Property & Casualty Segment) | SVP & Chief Financial Officer | Not disclosed | Led financial management; experience with ERP and large-scale technology integrations, strategic planning, and risk/compliance |
| Genworth Financial Life Insurance/Service Company | SVP & Chief Financial Officer | Not disclosed | Financial management and strategic planning experience |
| Professional Accreditation | Certified Public Accountant (inactive) | Not disclosed | Accounting/financial reporting expertise |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Arch Capital Group, Ltd. | Director | Current | Listed with no end-year indicator; considered current |
| Brighthouse Financial | Director | Current | Listed with no end-year indicator; considered current |
| Libbey, Inc. | Director | Prior | Ended in 2020 (parenthetical year indicates a prior directorship) |
| State Auto Financial Corp. | Director | Prior | Ended in 2021 (parenthetical year indicates a prior directorship) |
Board Governance
- Independence: The Board determined all nominees except the CEO (Timothy Spence) are independent; Mallesch is independent under Nasdaq standards .
- Committee leadership and memberships (2024): Audit Committee Chair and designated audit committee financial expert; member of Finance Committee and Risk & Compliance Committee .
- Attendance and engagement: Board aggregate attendance was 97% in 2024; no director attended less than 75% of Board/Committee meetings; all directors attended the Annual Meeting .
- Stock ownership requirements: Directors must own Fifth Third stock equal to 6x the annual director salary (cash retainer, excluding committee fees) within five years; as of Dec 2024, all directors met or were on pace to meet guidelines .
- Executive sessions: Independent directors regularly meet in executive session; committees are entirely independent-director led .
Fixed Compensation
| Component | Amount ($) | Period/Grant Detail | Notes |
|---|---|---|---|
| Board Annual Cash Retainer | 100,000 | 2024 structure | Standard for non-employee directors |
| Audit Committee Chair Retainer | 45,000 | 2024 structure | Chair retainer for Audit Committee |
| Risk & Compliance Committee Member Retainer | 15,000 | 2024 structure | Member retainer |
| Total Cash Fees (Mallesch) | 160,000 | FY 2024 | Matches reported “Fees Earned or Paid in Cash” |
| Equity Annual RSU Grant (value) | 140,000 | Grant date 04/16/2024; $34.09 closing price | RSUs vest upon end of Board service; directors may elect deferral |
| Total Director Compensation (Mallesch) | 300,000 | FY 2024 | Cash + RSU value; no options or non-equity incentives |
| 2025 Program Change | +10,000 (split cash/equity) | Effective 01/01/2025 | $10k increase to overall director compensation |
The director pay program is reviewed annually by the Human Capital & Compensation Committee using an independent consultant and banking peer benchmarking; 2024 levels were deemed competitive .
Performance Compensation
| Element | Terms | Metrics | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Directors) | Annual grant for Board service | None disclosed for directors | Vest at end of Board service; deferrable | No options or performance shares for directors in 2024; no non-equity incentives |
Director awards are time-based; performance metrics (EPS/ROA/efficiency etc.) apply to executive officer plans, not to non-employee director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Current: Arch Capital Group, Ltd.; Brighthouse Financial. Prior: Libbey, Inc. (ended 2020); State Auto Financial Corp. (ended 2021) . |
| Compensation committee interlocks | None: No Fifth Third executive serves on boards/compensation committees of entities compensating HCCC members; Mallesch was not on HCCC in 2024 . |
| Related-party transactions | None disclosed involving Mallesch; “Certain Transactions” section does not list Mallesch; lending to directors conducted at market terms in ordinary course . |
Expertise & Qualifications
- Audit and financial reporting: CPA (inactive); CFO experience; designated Audit Committee Financial Expert .
- Risk management & regulatory: Extensive risk/compliance oversight experience and legal/regulatory familiarity in financial services .
- Technology and integration: Knowledge of ERP and large-scale technology integrations .
- Strategic planning and M&A: Experience managing acquisitions/divestitures and strategic planning .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 46,090 | Dec 31, 2024 | Includes RSUs and other counted forms per proxy methodology |
| Percent of class | 0.0069% | Dec 31, 2024 | As reported for directors |
| RSUs outstanding | 46,090 | Dec 31, 2024 | Outstanding equity awards table |
| Ownership guideline | 6x annual director salary (cash retainer) | Ongoing | 5-year compliance window; all directors met or are on pace |
| Hedging/pledging | Prohibited | Policy | Prohibits speculative trading, derivatives, margin, and pledging by directors |
Governance Assessment
- Committee leadership signal: As Audit Committee Chair and designated financial expert, Mallesch leads oversight of audit firm independence, internal controls, ethics reporting, and financial reporting quality—indicating strong governance credibility and technical depth .
- Independence and engagement: Independent status; service on multiple core committees (Audit, Finance, Risk & Compliance) reflects broad oversight and risk competence; no director fell below 75% attendance; Board aggregate attendance was 97% and all directors attended the Annual Meeting—supportive of investor confidence in engagement .
- Alignment and pay structure: Director compensation aligns with market practice; pay mix is balanced (cash retainer + time-based RSUs) and within shareholder-approved limits; absence of options or perf-based awards for directors reduces risk of misaligned incentives .
- Ownership alignment: RSU holdings and 6x retainer ownership guideline (with widespread compliance/on-track status) and prohibition on hedging/pledging support long-term alignment .
- Conflicts/related-party: No related-party transactions disclosed for Mallesch; generic director/officer lending is ordinary course on market terms—no red flags identified for Mallesch .
- Say-on-pay context: While focused on executive compensation, the 2024 say-on-pay vote received 96% approval, reflecting broad shareholder support for compensation governance practices that the Board oversees .
RED FLAGS: None identified specific to Mallesch in 2024 disclosures (no related-party transactions, no hedging/pledging, no Section 16 issues reported for her). Monitoring should continue for cross-board interlocks with Arch Capital Group, Ltd. or Brighthouse Financial that might evolve into business relationships with Fifth Third, though none are disclosed currently .