Gary R. Heminger
About Gary R. Heminger
Gary R. Heminger, 71, has served as an independent director of Fifth Third Bancorp since 2006. He is the retired Chair and Chief Executive Officer of Marathon Petroleum Corporation and is designated by the Board as an “Audit Committee Financial Expert.” He currently serves on the Board of PPG Industries, Inc., and brings deep operating, financial, and M&A experience from over 40 years at Marathon, with expertise spanning refining, marketing, transportation, and Speedway retail operations . The Board has affirmatively determined he is independent under Nasdaq standards (all nominees except the CEO are independent) .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | Retired Chair and Chief Executive Officer | Not disclosed in proxy | Oversaw operations, performance, reporting, financial metrics across refining, marketing, transportation, and Speedway; substantial finance oversight including working capital and M&A |
| MPLX GP LLC | Former Chief Executive Officer | Not disclosed in proxy | Leadership experience in midstream operations and governance |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| PPG Industries, Inc. | Director | Current | Listed as other current public company board for 2025 director nominees |
| Marathon Petroleum Company | Director | Ended 2020 | Prior public company directorship (year ended shown in parentheses) |
| MPLX GP LLC | Director | Ended 2020 | Prior public company directorship (year ended shown in parentheses) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board determined all nominees independent except the CEO) |
| Audit Committee Financial Expert | Designated as an Audit Committee financial expert (independent) |
| Committee Assignments (2024) | - Finance Committee, Chair • 2 meetings in 2024 • Scope: acts between Board meetings, powers as permissible • Members included Akins, Benitez, Feiger, Harvey, McCallister, Mallesch; Brumback also served - Audit Committee, Member • 10 meetings in 2024 • Scope includes external auditor oversight, internal audit, controls, SEC filings, Code of Ethics - Human Capital & Compensation Committee, Member • 6 meetings in 2024 • Oversight of exec and director pay, incentive risk-balancing, succession planning |
| Attendance | No current director attended less than 75% of aggregate Board/committee meetings in 2024; aggregate attendance was 97%; all directors attended the 2024 Annual Meeting |
| Over-boarding policy | Directors capped at four total public boards (two for active CEOs) |
Fixed Compensation (Director – 2024)
| Element | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Finance Committee Chair retainer | $55,000 | Committee chair fee |
| Audit Committee member retainer | $15,000 | Committee member fee |
| Total fees earned or paid in cash (reported) | $170,000 | Matches reported cash total for Heminger |
| Annual equity retainer (RSUs) | $140,000 | Grant-date fair value; RSUs vest upon end of Board service; directors may defer |
| 2024 director stock award pricing | $34.09 | Closing price on grant date (April 16, 2024) |
| Total (cash + stock awards) | $310,000 | 2024 Director Compensation total for Heminger |
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Equity vehicle | Restricted Stock Units (RSUs); no options granted to directors in 2024 |
| Grant mechanics | 2024 RSU grant valued at $140,000 using $34.09 close on April 16, 2024 |
| Vesting | RSUs vest on the date the director’s service on the Board ends; dividend equivalents accrue and pay at distribution |
| Deferral elections | Directors may defer RSUs under the Unfunded Deferred Compensation Plan |
| Heminger RSUs outstanding (12/31/24) | 52,807 |
| Heminger deferred RSUs | 32,828 of the RSUs deferred (receipt of common shares deferred) |
No performance-conditioned director equity or meeting fees are disclosed; director compensation is structured as cash retainers plus time-vested RSUs; no options were awarded in 2024 .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | PPG Industries, Inc. (Director) |
| Prior public boards | Marathon Petroleum Company (ended 2020); MPLX GP LLC (ended 2020) |
| Potential interlocks | Another Fifth Third director (B. Evan Bayh III) currently serves on Marathon Petroleum Company’s board; Heminger’s MPC directorship ended in 2020, so no concurrent service is indicated in the proxy |
Expertise & Qualifications
- Skills and attributes identified by the Board: Accounting/Financial Reporting; Compensation & Benefits; Corporate Governance; Executive Management; Human Capital Management; Risk Management; Strategic Planning; Sustainability .
- Background highlights: Retired Chair/CEO of Marathon Petroleum; former CEO of MPLX GP LLC; extensive financial oversight and M&A experience .
Equity Ownership (Alignment)
| Category | Amount/Status | As-of/Notes |
|---|---|---|
| Beneficial ownership (common) | 137,339 shares | As of Dec 31, 2024; 0.0205% of class |
| Percent of class | 0.0205% | As of Dec 31, 2024 |
| Held via IRA | 14,786 shares | Included in beneficial ownership |
| RSUs outstanding | 52,807 | As of Dec 31, 2024 |
| Ownership guidelines | Directors must own shares equal to 6x annual cash retainer within 5 years; as of Dec 2024, all directors either met/exceeded or were on pace to meet guidelines | |
| Hedging/pledging | Prohibited for directors (no margin, no pledging; pre-clearance and blackout policy applies) |
Related-Party Exposure and Conflicts
- The “Certain Transactions” section discloses related-party items (e.g., Bengals sponsorship; family employment; tools/services from BlackRock) but does not list any related-party transactions involving Heminger .
- Audit Committee independence and financial expert designation support oversight of conflicts and financial reporting integrity .
Compensation Structure Analysis (Director)
- Cash vs equity mix remained unchanged in 2024; for 2025, the Board approved a $10,000 increase split equally between cash and equity (signals modest upward adjustment, not a shift to performance-conditioned pay) .
- Director compensation program is reviewed annually by the Human Capital & Compensation Committee with input from an independent consultant; capped at $700,000 per non-employee director per year under shareholder-approved plan .
Governance Assessment
- Strengths for investor confidence:
- Independent; designated Audit Committee financial expert; chairs Finance Committee; serves on Audit and Human Capital & Compensation—positions that indicate trust in his financial and risk oversight and pay governance .
- Solid engagement profile: Board/committee aggregate attendance 97% in 2024; all directors attended Annual Meeting; no director under 75% threshold .
- Strong alignment and risk controls: substantial beneficial ownership and RSU holdings; director ownership guideline of 6x cash retainer; hedging/pledging prohibited .
- No Heminger-specific related-party transactions disclosed, reducing conflict risk .
- Watch items / potential red flags:
- Tenure and retirement horizon: At 71, he approaches the Board’s retirement guideline (no re-election after the Annual Meeting following the 72nd birthday unless waived up to three times), which may imply near-term board turnover risk and the need for succession planning on Finance/Audit/HCCC roles .
- Long tenure (since 2006) can raise perceived independence concerns for some investors despite formal independence; however, skills matrix and continued committee leadership mitigate effectiveness concerns .
- External board load appears within policy (PPG + Fifth Third well under the four-board limit), but investors should monitor any changes in external commitments .
Overall: Heminger’s profile combines deep operating/financial expertise, independent status, and leadership of key oversight committees with strong attendance and alignment practices. No disclosed related-party issues tied to him and prohibitions on hedging/pledging support alignment; nearing retirement age suggests upcoming succession planning considerations for his committee roles .