Kathleen A. Rogers
About Kathleen A. Rogers
Independent director since 2023 (age 59), Rogers is the retired Executive Vice President, Chief Financial Officer, and Chief Finance Administration Officer of U.S. Bank, bringing 35 years of financial services experience across financial risk management, treasury, accounting policy/reporting, corporate development/M&A, strategic investments, regulatory engagement, and investor relations. She is designated by the Board as an “audit committee financial expert,” and the Board affirms her independence under Nasdaq standards; Fifth Third reported a 97% aggregate Board/Committee attendance rate in 2024 and no director attended less than 75% of assigned meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bank | Executive Vice President; Chief Financial Officer; Chief Finance Administration Officer | Not disclosed | Led public company finance, including financial risk management, treasury, accounting policy/reporting, corporate development (M&A), strategic investments; extensive regulatory and IR experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank of Cincinnati | Director | Not disclosed | Current other board service listed in nominee overview . |
Board Governance
- Committee assignments (2024): Audit (member; designated audit committee financial expert), Risk & Compliance (member), Human Capital & Compensation (also served) .
- Committee chair roles: None disclosed for Rogers; Audit Chair (Mallesch), Risk & Compliance Chair (Feiger), HCCC Chair (McCallister) .
- Independence and attendance: Board determined all nominees (except the CEO) independent; aggregate Board/Committee attendance was 97% and no director fell below 75% in 2024; all directors attended the 2024 Annual Meeting .
- Lead Independent Director/executive sessions: Board led by an independent LID with regular independent executive sessions; all standing committees are independent director–only .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Retainer – RSUs ($) | Total ($) |
|---|---|---|---|
| 2024 (individual) | 130,000 | 140,000 | 270,000 |
- Program structure and vesting: Non-employee directors receive cash retainers and RSUs; RSUs vest upon end of Board service; cash paid quarterly; directors may elect to defer cash and/or RSUs under the Deferred Compensation Plan .
- 2025 program update: Board approved a $10,000 increase to overall director compensation, split equally between cash and equity, effective January 1, 2025 (no other changes) .
Performance Compensation
Directors do not receive annual bonuses, PSUs, or options; compensation is fixed retainer plus time-based RSUs that vest upon end of service (no performance metrics) .
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual bonus | Not applicable | — | — |
| PSUs | Not applicable | — | — |
| Stock options/SARs | Not applicable for directors | — | — |
| RSUs | Annual grant | None (time-based) | Vest at end of Board service |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Federal Home Loan Bank of Cincinnati | Listed as “Other Public Company Boards” in proxy tables | Director | Current external directorship . |
| Compensation Committee interlocks | — | None | Proxy states no executive officer of Fifth Third serves on the board/comp committee of an entity that compensates any HCCC member (Rogers served on HCCC in 2024) . |
Expertise & Qualifications
- Financial expert: Board-designated “audit committee financial expert” (alongside Mallesch and Heminger) .
- Core skills: Accounting/financial reporting; corporate governance; executive management; financial services industry; human capital; legal/regulatory; risk management; strategic planning (as listed for her nominee profile) .
- Regulatory and investor-facing experience from prior CFO roles; extensive M&A/strategic investment background .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficially owned Fifth Third common shares | 8,807 (0.0013% of class) |
| RSUs outstanding (Dec 31, 2024) | 7,997 |
| Stock ownership guideline (directors) | 6x annual cash retainer within 5 years of appointment; as of Dec 2024, all directors either met/exceeded or were on pace within the 5-year window |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (no margin or collateral, no derivatives/hedging) |
Governance Assessment
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Strengths
- Deep CFO-level financial, regulatory, and investor relations expertise; Board deems her an audit committee financial expert, directly bolstering financial oversight and audit quality .
- Meaningful risk oversight through membership on the Risk & Compliance Committee; also contributed to compensation oversight through service on HCCC in 2024 .
- Independent director with strong Board structures: independent-only committees, robust education/evaluations, and high overall attendance/engagement metrics in 2024 .
- Director pay program is standard (cash + time-based RSUs) with modest 2025 increase; RSU vesting at end of service fosters long-term alignment; ownership guidelines at 6x retainer with directors meeting/on track .
- No compensation committee interlocks and strong company-level say-on-pay support (96% in 2024), signaling shareholder alignment on pay governance .
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Potential risks/RED FLAGS (none disclosed specific to Rogers)
- Related-party transactions: Proxy discloses certain related-party items (e.g., Bengals sponsorship) but none involve Rogers; lending to insiders reported as ordinary-course and market terms .
- Hedging/pledging risk: Addressed by company-wide prohibitions for directors and employees .
- Attendance: No director, including Rogers, fell below 75% attendance in 2024; Board/Committee aggregate attendance 97% .
- Concentration/over-boarding: Board policy limits service to four total public company boards (two for active CEOs); nominee overview shows Rogers with one other board listed; Board reiterates over-boarding restrictions .
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Net view for investors
- Rogers brings high-caliber CFO and bank regulatory experience with formal “financial expert” designation and risk/comp committee exposure—positive for audit rigor, capital/ALM oversight, and pay-risk balance. No disclosed conflicts, strong independence and ownership alignment structures, and robust Board governance processes support investor confidence .