Laurent Desmangles
About Laurent Desmangles
Laurent Desmangles, age 57, is an independent director of Fifth Third Bancorp (FITBI) who joined the Board in 2023; he is a retired Senior Partner and Managing Director at Boston Consulting Group with 30 years advising large financial institutions on strategy, transformation, digital and analytics, and fintech innovation, and previously led the Financial Institutions practice at Oliver Wyman; he currently serves as an advisor to Nyca Partners and Demopolis Equity Partners . The Board has affirmatively determined he is independent under Nasdaq standards; Board attendance in 2024 was strong (97% aggregate), no director attended less than 75%, and all directors attended the Annual Meeting .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Boston Consulting Group | Senior Partner & Managing Director | Advised global financial institutions on corporate strategy, transformation, digital and analytics innovation |
| Oliver Wyman | Director of Financial Institutions Practice | Led FI practice; deep retail and commercial banking expertise |
External Roles
| Organization | Role |
|---|---|
| Nyca Partners | Advisor |
| Demopolis Equity Partners | Advisor |
Board Governance
- Committee assignments (2024): Nominating & Corporate Governance (member), Risk & Compliance (member), Technology (member) .
- Chair roles: None (Audit Chair: Eileen A. Mallesch; Finance Chair: Gary R. Heminger; HCC Chair: Michael B. McCallister; NCG Chair: Thomas H. Harvey; Risk & Compliance Chair: Mitchell S. Feiger; Technology Chair: Jorge L. Benitez) .
- Independence: Board determined all nominees except CEO Timothy Spence are independent; Desmangles is independent .
- Attendance and engagement: Board met 10 times in 2024; aggregate attendance 97%; no director <75%; all directors attended the Annual Meeting; independent directors meet regularly in executive session .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| Committee membership fees | $15,000 (Risk & Compliance member) | Audit and Risk & Compliance members receive $15,000; other committees list chair fees only |
| Lead Independent Director/Chair fees | None for Desmangles | Not a chair; not Lead Independent Director |
| Equity retainer (RSUs) | $140,000 | RSUs grant date fair value $34.09 on April 16, 2024; RSUs vest at end of Board service; directors may defer awards |
| Total 2024 director compensation (Desmangles) | $255,000 = $115,000 cash + $140,000 stock awards | No options, no non‑equity incentive comp |
| 2025 structure change | +$10,000 total, split equally between cash and equity, effective Jan 1, 2025 | Design remains otherwise unchanged |
| Ownership guideline | 6× annual cash retainer within 5 years of appointment; directors either met or are on pace as of Dec 2024 | Dividends on director equity awards automatically reinvested for post‑June 1, 2020 appointees |
Performance Compensation
- Directors do not receive performance‑based awards; in 2024, non‑employee directors did not receive option awards, non‑equity incentive compensation, or above‑market deferred comp earnings .
- RSUs for directors vest on separation from Board service and accrue dividend equivalents payable upon vesting; directors may elect deferral under the Non‑Employee Directors Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| None | — | No current public company boards listed for Desmangles |
Expertise & Qualifications
- Skills/attributes: Corporate Governance; Digital Innovation & FinTech; Executive Management; Financial Services Industry; Strategic Planning; Sustainability .
- Board skills matrix overall shows strong coverage across key competencies; Desmangles contributes FinTech and banking domain expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Outstanding | RSU Deferral Election |
|---|---|---|---|---|
| Laurent Desmangles | 7,997 | 0.0012% | 7,997 | Not listed among directors who deferred RSUs |
- Hedging and pledging: Company’s Insider Trading Policy prohibits speculative trading, hedging, short selling, derivatives, buying on margin, or using Company securities as loan collateral for all employees and directors .
- Related‑party transactions: Loans and extensions of credit to directors occur in the ordinary course on market terms with Board oversight; no Desmangles‑specific related party transactions disclosed; the only named director relationship disclosed is with Katherine B. Blackburn/Cincinnati Bengals sponsorship, reviewed for independence .
Governance Assessment
- Board effectiveness and independence: Desmangles is one of a substantial majority of independent directors; he serves on governance, risk, and technology committees—areas tied to bank regulatory oversight, ERM, and cyber/FinTech risk—supporting Board effectiveness .
- Attendance/engagement: Strong Board attendance and Annual Meeting participation indicate engagement; robust director education (30 sessions in 2024) and onboarding support effectiveness for newer directors like Desmangles .
- Pay alignment: Director compensation is market‑aligned with cash retainer and RSUs vesting at end of service; ownership guidelines (6× retainer within 5 years) and anti‑hedging/pledging policies strengthen alignment; Desmangles’ beneficial holdings/RSUs are consistent with early‑tenure status (appointed 2023) .
- Conflicts and interlocks: No other public boards and no disclosed related‑party transactions for Desmangles reduce conflict risk; NCG Committee oversees conflicts and governance policies .
- Shareholder confidence signal: 2024 say‑on‑pay approval was 96%, and overall governance program highlights majority independence, executive sessions, proxy access, and majority voting—positive context for Board oversight quality .
- RED FLAGS: None disclosed for Desmangles—no low attendance, no pledging/hedging, no related‑party transactions, and not over‑boarded (Board policy limits to ≤4 public boards; he has none beyond Fifth Third) .