Linda W. Clement-Holmes
About Linda W. Clement-Holmes
Independent director of Fifth Third Bancorp since 2020; age 62. Former Chief Information Officer of The Procter & Gamble Company, with a 35-year tenure culminating in CIO and prior roles including Global Information and Decision Solutions Officer, Senior Vice President of Global Business Services, and Chief Diversity Officer; expertise spans technology, cybersecurity, digital innovation, corporate strategy, and governance. Determined independent under Nasdaq standards; Board is majority independent, with independent director-led committees and regular executive sessions. Based in Cincinnati, bringing regional market familiarity and inclusion and diversity leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Chief Information Officer; Global Information and Decision Solutions Officer; SVP Global Business Services; Chief Diversity Officer | 35 years | Led global technology; responsibility for digital/IT architecture and governance including information security; strategy using emerging technologies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cincinnati Financial Corporation | Director | Not disclosed | Listed as current public company board in FITB proxy |
Board Governance
| Committee (2024) | Membership | Chair Role | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | Chair: Eileen A. Mallesch | 10 |
| Human Capital & Compensation | Member | Chair: Michael B. McCallister | 6 |
| Technology | Member | Chair: Jorge L. Benitez | 4 |
| Nominating & Corporate Governance | Not listed as member | Chair: Thomas H. Harvey | 3 |
| Risk & Compliance | Not listed as member | Chair: Mitchell S. Feiger | 11 (incl. one special) |
| Board Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 10 |
| Attendance threshold | No director attended <75% of aggregate Board and committee meetings; all directors attended the Annual Meeting |
| Independence | All nominees independent except CEO (Spence); committees comprised entirely of independent directors |
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash retainer | $115,000 | Fees earned or paid in cash |
| Stock awards (RSUs) | $140,000 | Grant date fair value; RSUs vest at completion of Board service; grant valued at closing price $34.09 on April 16, 2024 |
| Options | — | No option awards to directors |
| Total | $255,000 | Sum of cash and stock awards |
| 2025 adjustment | $10,000 increase (split $5,000 cash / $5,000 equity) | Board-approved change effective Jan 1, 2025; market benchmarking |
Performance Compensation
| Item | Structure | Metrics/Terms |
|---|---|---|
| Director equity awards | RSUs | Vest at completion of Board service; no performance metrics attached |
| Performance metrics | None | Director pay not tied to revenue/EPS/TSR metrics; no non-equity incentive compensation |
| Options/PSUs | None | No options granted to directors; no PSUs disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship to FITB | Potential Interlock/Conflict |
|---|---|---|
| Cincinnati Financial Corporation | External directorship; both Cincinnati-based | No related party transactions disclosed involving Ms. Clement-Holmes in the proxy; related-party section cites other relationships (e.g., Bengals sponsorship) but not her |
Expertise & Qualifications
- Technology and cybersecurity leadership; digital innovation and fintech oversight; executive management and strategic planning experience .
- Corporate governance and human capital management skills; risk management and sustainability perspective .
- Familiarity with Cincinnati market and inclusion/diversity leadership background .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) as of Dec 31, 2024 | 18,293 shares (0.0027% of class) |
| Outstanding RSUs (director stock awards) as of Dec 31, 2024 | 22,072 units |
| Deferred RSUs | 3,779 units deferred |
| Stock ownership guideline | 6x annual cash retainer; 5-year compliance window from appointment/election |
| Compliance status (Dec 2024) | All directors met or were on pace; Ms. Clement-Holmes appointed in 2020 and within window |
Governance Assessment
- Independence and engagement: Classified independent; serves on key oversight committees (Audit; Human Capital & Compensation; Technology), reinforcing board effectiveness on financial reporting, pay governance, and cyber/tech risk .
- Attendance and education: Board held 10 meetings; no director fell below 75% attendance; robust director education with 30 sessions in 2024 enhances oversight quality .
- Shareholder support: Strong re-election support—Votes For 532,083,916; Against 2,407,949; Abstain 549,279; Broker Non-Vote 73,043,618 at 2025 AGM—signals investor confidence in her continued service .
- Pay structure and alignment: Director compensation balanced between cash and RSUs that vest upon end of service; no options or performance pay; stock ownership guideline at 6x cash retainer with compliance/on-track status supports alignment; modest 2025 increase split equally in cash/equity aligns with market benchmarking .
- Conflicts/related-party exposure: Proxy discloses certain related-party transactions (e.g., Bengals sponsorship; employee relative) but none involving Ms. Clement-Holmes; Nominating & Corporate Governance Committee oversees conflict reviews .
Director Election Results (Investor Confidence Signal)
| Candidate | Votes For | Votes Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Linda W. Clement-Holmes | 532,083,916 | 2,407,949 | 549,279 | 73,043,618 |
RED FLAGS
- None identified in proxy disclosures for Ms. Clement-Holmes: no related-party transactions; no pledging/hedging disclosures noted for her; committees are entirely independent; attendance thresholds met across the Board; director pay lacks features such as tax gross-ups, option repricing, or discretionary bonuses .