Kevin P. Lavender
About Kevin P. Lavender
Kevin P. Lavender, age 63, is Executive Vice President and Head of Commercial Bank at Fifth Third Bancorp, serving in this role since January 2020 (EVP at the Bank since 2016; previously Head of Corporate Banking 2016–Jan 2020; Managing Director, Large Corporate & Specialized Lending 2009–2016; Head of National Healthcare Lending 2005–2009) . Company performance context during his tenure includes strong 2024 pay-for-performance outcomes: VCP funding at 107% on adjusted EPS/ROA/Efficiency targets , and 2022 PSU cycle paid out at 150% after top-ranked three-year adjusted ROACE vs peers . Over 2019–2024, Fifth Third’s cumulative TSR grew to $168.43 vs $132.63 for the KBW Bank Index benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bancorp | EVP & Head of Commercial Bank | Jan 2020–present | Leads Commercial Bank strategy, talent, and risk; initiated Corporate & Investment Bank structure within Commercial Bank . |
| Fifth Third Bank | EVP (Bank) | 2016–present | Senior leadership continuity and oversight of commercial franchise . |
| Fifth Third Bancorp | Head of Corporate Banking | 2016–Jan 2020 | Led corporate banking coverage; scaled middle market and vertical businesses . |
| Fifth Third Bancorp | SVP & Managing Director, Large Corporate & Specialized Lending | 2009–2016 | Managed specialized and large corporate lending portfolios . |
| Fifth Third Bancorp | SVP & Head of National Healthcare Lending | Dec 2005–Jan 2009 | Built and led national healthcare lending platform . |
External Roles
No outside public-company directorships or external roles disclosed for Mr. Lavender in the company’s 10-K executive officer biographies or 2025 Proxy Statement .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $660,770 | 2024 salary per Summary Comp Table. |
| Target Annual Cash Incentive (VCP) | $776,250 | Committee-approved target opportunity (dollars). |
| Target Bonus as % of Salary (derived) | 117.5% | $776,250 ÷ $660,770; derived from cited values . |
| Actual Annual Cash Incentive Paid | $815,063 | Reflects VCP funded at 107% of target pool; individual NEO awards 105–115% of target . |
| Perquisites and Other Compensation | $115,389 | Includes financial planning ($3,809), parking ($2,400), executive physical ($5,152), club membership ($4,236), guest at business functions ($4,740), executive security ($7,181), plus defined contribution plan contributions ($87,029) and small other items ($600) . |
Performance Compensation
Annual Incentive (VCP) – 2024 Design and Outcomes
| Metric | Weight | 2024 Reported | 2024 VCP Adjusted Actual | Funding Level |
|---|---|---|---|---|
| Adjusted EPS ($) | 50% | 3.14 | 3.27 | 106% |
| Adjusted ROA (%) | 25% | 1.09 | 1.13 | 106% |
| Adjusted Efficiency Ratio (FTE) (%) | 25% | 59.2 | 57.5 | 97% |
| Total Pool Funding | — | — | — | 103% base +4 pts modifiers = 107% final . |
- Modifiers considered NPAs (6th/12), CET1 10.6%, loan-to-deposit ratio 72% within 71–75% target, and qualitative sustainability/stewardship progress .
- Individual NEO payouts approved within 105–115% of target from the funded pool .
Long-Term Incentives (LTI) – Structure and 2024 Grants
| Element | 2024 Design | Vesting / Terms | 2024 Lavender Grants |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% of LTI; payout 0–150% based on 3-year Adjusted ROACE vs compensation peer group . | Cliff vest at 3 years; dividend equivalents accrued; subject to performance . | Target 28,877 shares (grant 2/14/2024) . |
| Restricted Stock Units (RSUs) | 35% of LTI . | 3-year graded vesting; cash dividend equivalents paid at vest . | 20,214 shares (2/14/2024) + additional retention RSUs 58,875 (2/27/2024) . |
| Stock Appreciation Rights (SARs) | 15% of LTI; strike = grant-date close ($33.51 on 2/14/2024) . | 10-year term; 3-year graded vesting . | 30,896 SARs @ $33.51 (2/14/2024) . |
| 2025 LTI Mix Change | SARs removed; 60% PSUs / 40% RSUs from 2025 onward . | — | — |
- 2022 PSU cycle paid 150% after top-ranked adjusted ROACE over 2022–2024; shares distributed Feb 19, 2025 .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Total Beneficial Ownership (Dec 31, 2024) | 105,924 shares; includes 56,897 SARs exercisable within 60 days . |
| Ownership as % of Shares Outstanding | 0.0158% . |
| Stock Ownership Guideline | 3x salary for NEOs; retention policy (75% net until met; then 25% until 2x) . |
| Guideline Compliance (as of June 2024 review) | NEOs met or are on pace within five years . |
| Hedging & Pledging | Prohibited: no speculative trading/hedging; no margin purchases or using company securities as loan collateral . |
Outstanding Equity and Vesting Schedule (as of Dec 31, 2024)
| Award Type | 2025 | 2026 | 2027 |
|---|---|---|---|
| RSUs – Scheduled to vest | 3,353 on 2/16/2025 (footnote 1) | 7,418 (half on 2/14/2026; footnote 2) | 20,214 (1/3 each 2025–2027; footnote 3) and 58,875 on 2/27/2027 (retention RSUs; footnote 7) . |
| PSUs – Target shares unearned | 14,368 on 2/16/2025 (performance-based) | 15,896 on 2/14/2026 (performance-based) | 28,877 on 2/14/2027 (performance-based) . |
| SARs – Unexercisable/exercisable | Portions from 2022–2024 grants vest 2025–2027; 2024 SARs: 30,896 unexercisable @ $33.51 (2/14/2034 expiry) . |
2024 Exercises/Vests (Liquidity Overhang Indicators)
| Transaction (2024) | Shares | Value |
|---|---|---|
| SARs Exercised | 15,683 | $205,804 |
| RSUs/PSUs Vested | 38,867 | $1,317,807 |
Employment Terms
Severance and Change-in-Control (CIC) Economics
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Benefits/Restrictive Covenants |
|---|---|---|---|---|
| Involuntary Without Cause / Good Reason (pre- or 24+ months post-CIC) | 1.5x base salary for Lavender . | Pro-rated VCP for year of termination . | Retirement-eligible treatment under plans; values per award agreements . | Lump-sum 12× monthly COBRA; plan requires release; non-compete per plan . |
| CIC + Qualifying Termination (Double Trigger) | 2.0× (base salary + VCP) for Lavender . | Pro-rated VCP for year of termination . | Time-based awards vest; PSUs earned at greater of performance-to-date or target, pro-rated; valued at market . | Additional 2 years of credited service for defined contribution plans; medical/dental/life insurance; 2-year non-compete for Lavender . |
| Death/Disability | All unvested stock/option awards vest; SARs remain for term; PSUs vest at target or as specified . | — | — | — |
- No excise tax gross-ups to executive officers; double-trigger CIC provisions; clawback policy applies to incentive pay (SEC Rule 10D-1-aligned and broader misconduct/risk provisions) .
- Company states no individual employment agreements for executive officers .
Termination Value Illustration (as of 12/31/2024)
| Scenario | Total Estimated Value |
|---|---|
| Voluntary (retirement-eligible equity value retained) | $4,345,698 |
| Death or Disability | $6,834,933 |
| Involuntary or For Good Reason (pre/post CIC window) | $6,155,692 |
| CIC + Qualifying Termination (Total) | $9,507,885 (Cash Severance $3,678,750; Unvested Equity $5,586,120; Other Benefits $243,015) |
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 VCP funded at 107% on adjusted EPS/ROA/Efficiency with risk-balanced modifiers; individual NEO awards set 105–115% of target based on qualitative and risk assessments .
- LTI structure shifts toward more performance risk: 2025 mix increases PSUs to 60% and removes SARs, raising sensitivity to relative ROACE vs peers; 2022 PSU payout at 150% underscores linkage to superior capital returns .
- Governance safeguards: Double-trigger CIC vesting; clawbacks; prohibition on hedging/pledging; no excise tax gross-ups; annual say-on-pay support at 96% (2024) .
- Additional retention award: $2.0M RSU grant (58,875 shares) on Feb 27, 2024 with 3-year cliff vest in 2027; includes ROATCE oversight and continued-employment conditions to support leadership continuity in key roles .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-pay approval: 96% in 2024, consistent with prior year .
- Compensation Peer Group (2024): CFG, CMA, FHN, FCB, HBAN, KEY, MTB, PNC, RF, TFC, USB, ZION .
- Shareholder engagement: Outreach to top holders on governance, sustainability, and compensation; management engaged >100 firms and all top ten active shareholders in 2024 .
Investment Implications
- Alignment: Lavender’s pay is heavily at-risk with explicit links to adjusted EPS/ROA/Efficiency (annual) and three-year relative ROACE (long-term). The 2025 LTI tilt toward PSUs and the 150% PSU payout for 2022–2024 reinforce performance sensitivity to returns and efficiency .
- Retention risk: He is retirement-eligible (can retain equity in certain voluntary exits) and realized notable 2024 liquidity from exercises/vesting; however, the additional $2.0M RSU award cliff-vesting in 2027 plus multi-year PSU cycles create meaningful “stay” incentives and delay potential selling pressure until 2026–2027 .
- Selling pressure watchlist: The 2025–2027 vesting calendar (RSUs and PSUs) and existing SAR tranches imply periodic gross share deliveries; monitor Form 4s around Feb 14–16 and Feb 27 windows for net share sales or tax-withholding settlements .
- Governance risk: Low. Policies prohibit hedging/pledging, require ownership (3× salary), and impose robust clawbacks; CIC is double-trigger with reasonable (2×) multiple for Lavender and no excise tax gross-ups .
- Performance execution: As Head of Commercial Bank, Lavender’s scope includes middle market expansion and building the CIB structure, aligning with the bank’s top-quartile profitability/returns and balanced growth agenda in 2024; continued delivery on ROACE and efficiency will be key to PSU monetization and sustained TSR outperformance versus the KBW Bank Index trend line .