Mitchell S. Feiger
About Mitchell S. Feiger
Independent director of Fifth Third Bancorp (ticker: FITBI), age 66, serving since 2020; retired Chair and Chief Executive Officer of Fifth Third Bank (Chicago) after leading MB Financial, Inc. for decades through its merger into Fifth Third. Core credentials include extensive bank CEO experience, financial reporting, regulatory expertise, and risk management; the Board has affirmatively determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MB Financial, Inc. | Chief Executive Officer and President | Not disclosed; immediately prior to merger with Fifth Third | Led public bank holding company through cycles; deep Chicago banking operations expertise |
| MB Financial Bank, N.A. | Chief Executive Officer and President | Not disclosed | Operational leadership of commercial bank; regulatory engagement |
| Coal City Corporation (merged, renamed MB Financial, Inc.) | Chief Executive Officer, President, Director | Not disclosed | Corporate leadership prior to MB Financial combination |
| Fifth Third Bank (Chicago) | Retired Chair and CEO | Not disclosed | Transition leadership post-merger into Fifth Third |
External Roles
| Company | Role | Current/Former | Notes |
|---|---|---|---|
| — | — | Current | No other public company directorships listed |
Board Governance
- Independence: Independent director; all standing committees are independent-director led and comprised entirely of independent directors.
- Attendance: Board/committee aggregate attendance was 97% in 2024; no current member attended less than 75%; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet regularly in executive session led by the Lead Independent Director.
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Risk & Compliance | Chair | 11 (incl. 1 special) | Oversight of enterprise risk, regulatory compliance, risk appetite, environmental/social risk, cyber/tech risk oversight; CRO reports directly to this committee. |
| Finance | Member | 2 | Acts between board meetings; exercises board powers as permissible. |
| Technology | Member | 4 | Oversees tech and cybersecurity strategy, third‑party tech risk, enterprise data management; meets jointly at least annually with Risk & Compliance. |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | RSU Grant Design | RSU Vesting | Notes |
|---|---|---|---|---|---|---|
| 2024 | 128,681 | 140,000 | 268,681 | Director RSUs granted at $34.09 grant-date closing price (Apr 16, 2024) | Director RSUs vest upon end of board service; deferral available | 2024 director pay structure: $100,000 cash retainer; $140,000 equity; committee chairs/members receive additional retainers (e.g., Risk & Compliance Chair $45,000; member $15,000). |
| 2025 change | +$5,000 cash; +$5,000 equity | — | +$10,000 total | — | — | Board approved $10,000 increase to overall director compensation, split equally between cash and equity, effective Jan 1, 2025. |
- Standard committee retainers (context): Audit Chair $45,000; Risk & Compliance Chair $45,000; Finance Chair $55,000; Human Capital & Compensation Chair $25,000; Nominating & Corporate Governance Chair $25,000; Technology Chair $25,000; committee membership $15,000; Lead Independent Director add’l retainer $90,000.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Feiger. |
| Interlocks | No compensation committee interlocks reported involving Fifth Third executives and HCCC members; no Feiger-specific related party items disclosed. |
Expertise & Qualifications
- Skills/attributes: Accounting and Reporting; Compensation & Benefits; Corporate Governance; Digital Innovation/FinTech; Executive Management; Financial Services Industry; Human Capital Management; Legal & Regulatory; Risk Management; Strategic Planning.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | RSUs Outstanding (#) | RSUs Deferred (#) | Ownership Guideline | Compliance | Pledging/Hedging |
|---|---|---|---|---|---|---|---|
| Mitchell S. Feiger | 506,383 | 0.0756% | 22,167 | 18,411 | Directors must own stock equal to 6x annual cash retainer within 5 years | As of Dec 2024, all directors meet or are on pace to meet guidelines | Company policy prohibits pledging and hedging; margin and derivatives restricted |
| Notes | Includes 502,627 shares owned by a trust of Feiger or immediate family member | — | RSUs for directors vest when board service ends | Deferred receipt elected for a portion of RSUs | Guideline reviewed annually | Status reviewed in June 2024 | Insider Trading Policy prohibits speculative trading, hedging, pledging, margin, and options use |
Governance Assessment
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Board effectiveness signal: Elevation to Risk & Compliance Committee Chair in April 2024 reflects board succession planning and emphasis on risk oversight; the committee met 11 times in 2024, demonstrating robust engagement amidst evolving risk conditions.
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Independence and engagement: Independent status, service on core oversight committees (Risk & Compliance; Technology; Finance), and participation in a board with 97% aggregate attendance support effectiveness.
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Ownership alignment: Material personal and trust holdings plus RSUs; directors subject to stringent stock ownership guidelines (6x cash retainer) and prohibited from hedging/pledging—strong alignment.
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Director pay structure: Balanced cash/equity with RSUs vesting at end of service, no stock options, and ability to defer—typical for large bank boards; 2025 increase modest (+$10k).
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Related-party risk: No Feiger-specific related-party transactions disclosed; loans to directors adhere to Regulation O and ordinary-course terms—a mitigant.
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RED FLAGS: None disclosed specific to Feiger (no delinquent Section 16 filings, no pledging, no other public board over-boarding). Company-wide restrictions on over-boarding (max 4 public boards; 2 for active CEOs) further mitigate time-commitment risk.