Katherine B. Blackburn
About Katherine B. Blackburn
Katherine B. Blackburn (age 59) has served on Fifth Third’s Board since 2014 and is Executive Vice President of the Cincinnati Bengals, with experience spanning human resources, cost discipline, marketing, and negotiations, including inclusion and diversity initiatives through the NFL Diversity Committee . The Board has determined she is independent under Nasdaq standards despite a disclosed related-party sponsorship between Fifth Third and the Bengals; she did not participate in negotiations and the arrangement was reviewed and deemed at arm’s length .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cincinnati Bengals, Inc. | Executive Vice President | Not disclosed | Managed HR, cost/efficiency, marketing, negotiations; inclusion & diversity initiatives via NFL Diversity Committee |
External Roles
| Organization | Role | Tenure | Public Company Boards / Committee Roles |
|---|---|---|---|
| None | — | — | No other public company boards |
Board Governance
- Committee memberships: Audit (member), Nominating & Corporate Governance (member), Risk & Compliance (member). Not a committee chair .
- Independence: Board determined Blackburn is independent (Nasdaq standards); related-party Bengals sponsorship reviewed and approved as arm’s length, with Blackburn recused from negotiations .
- Attendance: Aggregate Board and Committee attendance was 97% in 2024; no director attended less than 75%; all directors attended the 2024 Annual Meeting .
- 2025 election support: Votes For 525,725,435; Against 8,402,939; Abstain 912,770 (broker non-votes 73,043,618) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 115,000 | 140,000 (RSUs; grant-date fair value at $34.09/share on Apr 16, 2024) | 255,000 | Standard 2024 program: $100,000 cash retainer; $140,000 annual RSU; committee chair/member fees per schedule |
| 2025 (structure) | +$5,000 cash | +$5,000 equity | +$10,000 total | Board approved $10,000 increase, split equally between cash and equity, effective Jan 1, 2025 |
- Director stock ownership requirement: Six times annual director salary (cash retainer), to be met within five years of appointment; as of Dec 2024, all directors either met/exceeded or were on pace to meet the guidelines .
- Director equity awards: RSUs vest upon end of Board service; directors may defer RSUs; dividends on director awards reinvested for directors appointed after June 1, 2020 .
Performance Compensation
Directors do not receive performance-based pay; however, the Board oversees executive incentive design. Fifth Third’s 2024 Variable Compensation Plan (VCP) funding outcomes are below (governance signal of pay-for-performance oversight):
| Bancorp Funding Metrics | 2024 Reported | 2024 VCP Adjusted Actual (incl. funding) |
|---|---|---|
| EPS ($) | 3.14 | 3.27 |
| ROA (%) | 1.09% | 1.13% |
| Efficiency Ratio (FTE) (%) | 59.2% | 57.5% |
- Final 2024 VCP funding level: 107% of target (103% based on metrics plus +4 points from modifiers) .
- Executive LTIP structure: In 2025, SARs removed; LTIP mix is 60% Performance Share Units and 40% RSUs, increasing performance linkage and retention focus .
- Say-on-pay approval: 96% in 2024; 2025 advisory vote results: For 507,675,415; Against 26,167,073; Abstain 1,198,656 (73,043,618 broker non-votes) .
Other Directorships & Interlocks
| Relationship | Counterparty | Terms / Amounts | Governance Handling |
|---|---|---|---|
| Sponsorship/related-party | Cincinnati Bengals (entity where Blackburn is EVP and immediate family owns substantially all equity interests) | 2024 payments ≈ $2.9 million for sponsorship, tickets, advertising; 2020 5-year contract: up to $2.05 million/year, 3.5% escalator; arranged at arm’s length; sponsorship predates Blackburn’s Board election | Blackburn did not participate in negotiations or execution; Board reviewed and maintained independence determination |
| Lending to insiders | Directors/executives and related interests | Ordinary course; market terms; within Regulation O; normal risk | Human Capital & Compensation Committee approves related-party transactions per charter; Board reviews Regulation O extensions of credit |
Expertise & Qualifications
- Skills and attributes: Compensation & Benefits; Corporate Governance; Cybersecurity; Digital Innovation & FinTech; Executive Management; Human Capital Management; Legal & Regulatory; Risk Management; Strategic Planning; Sustainability .
- Market familiarity: Knowledge of Fifth Third and Cincinnati regional market .
Equity Ownership
| Holder | Shares Beneficially Owned (12/31/2024) | Percent of Class | RSUs Outstanding (12/31/2024) | Ownership Guidelines Compliance |
|---|---|---|---|---|
| Katherine B. Blackburn | 136,637 | 0.0204% | 58,337 | Directors must hold 6x annual director salary; all directors either met/exceeded or were on pace as of Dec 2024 |
- Hedging/pledging: Directors and employees are prohibited from speculative trading, hedging, short-selling, options trading, margin purchases, or using Company securities as collateral .
Governance Assessment
- Strengths: Long-serving independent director (since 2014) with operational leadership experience and human capital expertise; active membership on Audit, Nominating & Corporate Governance, and Risk & Compliance committees; strong individual re-election support in 2025 (525.7M For vs. 8.4M Against); Board-wide attendance and engagement were robust in 2024 (97% aggregate; all directors ≥75% and attended the Annual Meeting); stringent director ownership requirements and prohibitions on hedging/pledging support alignment .
- Compensation alignment: Director pay program balances cash ($100k) and equity ($140k RSUs in 2024), with fees for committee service; 2025 increases are modest (+$10k across cash/equity), consistent with market benchmarking; Blackburn’s 2024 total compensation was $255,000, with RSUs vesting upon end of service, reinforcing long-term alignment .
- RED FLAG (managed): Related-party sponsorship between Fifth Third and the Cincinnati Bengals where Blackburn is an executive and family owner; mitigants include arm’s-length terms, pre-existing sponsorship, Blackburn’s non-participation, Committee/Board oversight, and maintained independence determination; continued transparent disclosure is critical to investor confidence .
- Shareholder support signals: High say-on-pay approvals (96% in 2024; strong 2025 advisory vote) and broad director election support indicate investor confidence in governance and compensation oversight frameworks .