Robert P. Shaffer
About Robert P. Shaffer
Executive Vice President and Chief Risk Officer (CRO) of Fifth Third Bancorp since November 2020; previously Chief Human Resource Officer (Feb 2017–Nov 2020) and Chief Auditor (Aug 2007–Feb 2017). Earlier, he held various positions within Fifth Third’s audit division, was named EVP in 2010 and SVP in 2004 . As CRO, he reports to the CEO and the Board’s Risk & Compliance Committee; the CRO holds separate executive sessions with the committee, underscoring independent risk oversight . Company performance context during his tenure includes strong capital and liquidity (CET1 10.6%, LCR 125%), $1.6B in capital returns in 2024, and top-quartile profitability metrics; company TSR and pay-versus-performance details are disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bancorp | Chief Risk Officer | Nov 2020–present | Enterprise risk oversight across credit, market, liquidity, operational, compliance, reputational, and strategic risks; independent sessions with Risk & Compliance Committee . |
| Fifth Third Bancorp | Chief Human Resource Officer | Feb 2017–Nov 2020 | Led human capital strategy and compensation programs during digital and strategic transformation . |
| Fifth Third Bancorp | Chief Auditor | Aug 2007–Feb 2017 | Led internal audit; strengthened controls and assurance functions . |
| Fifth Third Bancorp | Various audit roles; SVP (2004); EVP (2010) | Pre‑2007; 2004; 2010 | Progressively increased leadership responsibilities in audit and executive management . |
External Roles
- No public company directorships or external board roles disclosed for Mr. Shaffer in the latest filings. (Not disclosed.)
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 580,770 | 608,462 | 665,000 |
| All Other Compensation ($) | 129,450 | 109,994 | 110,390 |
| Total ($) | 2,737,708 | 2,498,438 | 5,551,001 |
Notes:
- Fifth Third does not maintain individual employment agreements for executive officers .
- Executive perquisites are limited; no excise tax gross-ups, and clawback policies apply per SEC rules .
Performance Compensation
Annual Cash Incentive (VCP) – Company Funding and Payout Determinants (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Adjusted Actual | Funding % | Contribution to Pool |
|---|---|---|---|---|---|---|---|
| EPS ($) | 50% | 2.59 | 3.24 | 3.73 | 3.27 | 106% | 53% |
| ROA (%) | 25% | 0.90 | 1.12 | 1.29 | 1.13 | 106% | 26% |
| Efficiency Ratio (FTE) (%) | 25% | 62.8 | 57.1 | 54.2 | 57.5 | 97% | 24% |
| Corporate Funding Before Modifiers | 103% | ||||||
| Modifiers (CET1 10.6%, NPA rank, L/D 72%, stewardship) | +4 pts → 107% final |
VCP adjustments for 2024 excluded unique items (e.g., interchange litigation, FDIC special assessment) and applied CECL allowance variance methodology; combined effect added $0.13 EPS, +4 bps ROA, and improved efficiency ratio by 1.7% .
Mr. Shaffer’s VCP (Non‑Equity Incentive Plan Compensation):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| VCP Cash Paid ($) | 690,000 | 610,000 | 830,588 |
Long‑Term Incentives (LTI) – Structure and Metrics
| Element | 2024 Design | 2025 Design Change |
|---|---|---|
| Award Mix | 50% Performance Shares (PSUs), 35% RSUs, 15% SARs | 60% PSUs / 40% RSUs; SARs removed to emphasize performance alignment and retention |
| PSU Core Metric | 3‑yr Adjusted ROACE vs peer group (12 regional banks); payout 0–150%; capped at 100% if 3‑yr average Efficiency Ratio >65%; ROTCE threshold (≥2%) and CRO risk evaluation can forfeit | |
| RSU Vesting | 1/3 per year over 3 years; subject to ROTCE ≥2% annual threshold and CRO risk evaluation | |
| SARs | 10‑year term; 3‑year graded vest; granted at market price; no repricing |
2022 PSU cycle (2022–2024) paid 150% based on top peer ROACE rank and meeting absolute ROTCE and efficiency thresholds; shares distributed Feb 19, 2025 .
Mr. Shaffer’s 2024 Equity Grants (grant-date fair values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,136,869 | 1,004,985 | 3,645,023 |
| Option/SAR Awards ($) | 200,619 | 164,997 | 300,000 |
Additional 2024 retention RSU award: $2,000,000 granted on Feb 27, 2024 (cliff vests at 3 years, subject to performance/continuity conditions including ROTCE ≥2% each year and accepting role transitions as needed) .
Outstanding Equity and Vesting Detail
As of Dec 31, 2023 – Options/SARs:
| Grant (Exp.) | Exercise Price ($) | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| 4/14/2025 | 19.01 | 9,945 | — |
| 4/19/2026 | 18.11 | 17,045 | — |
| 2/3/2027 | 26.52 | 14,035 | — |
| 1/29/2028 | 33.17 | 7,282 | — |
| 2/6/2029 | 26.72 | 15,650 | — |
| 2/12/2030 | 29.64 | 17,595 | — |
| 2/17/2031 | 33.53 | 14,030 | 7,016 |
| 2/16/2032 | 49.51 | 4,975 | 9,952 |
| 2/14/2033 | 37.19 | — | 15,729 |
As of Dec 31, 2023 – Unvested RSUs and PSUs:
- Unvested RSUs: 3,828 ($132,028), 6,643 ($229,117), 11,127 ($383,770) .
- Unearned PSUs (target): 16,403 ($565,739), 14,235 ($490,965), 15,896 ($548,253) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (12/31/2024) – Shares | 205,181 (0.0306% of class) |
| SARs exercisable within 60 days (12/31/2024) | 111,319 |
| Stock Ownership Guidelines | NEOs: 3x base salary; hold 75% of net shares until met; then 25% until 2x met |
| Compliance Status (as of June 2024) | All NEOs met/exceeded or are on pace within 5 years |
| Hedging/Pledging | Prohibited (no speculative trading, hedging, margin, or pledging) |
Insider ownership policies and retention requirements reinforce long-term alignment; dividends on unvested equity accrue in cash and pay upon vest/distribution .
Employment Terms
- No individual employment agreement; compensation set by independent Human Capital & Compensation Committee with advice from F.W. Cook .
- Executive Severance Benefits Plan (non‑CIC): severance for involuntary termination without cause or resignation for good reason outside CIC window; adopted Feb 17, 2021 .
- CIC Severance Plan (double‑trigger): severance payable upon qualifying termination in connection with a change in control; plan covers ~41 officers including NEOs; no excise tax gross‑ups .
- Change‑in‑Control/Termination Economics (as of Dec 31, 2023): estimated total payments for Mr. Shaffer—Death/Disability: $3,131,630; Involuntary or Good Reason: $4,675,463 (amounts include long‑term equity treatment and cash components per plan terms) .
- Restrictive covenants tied to LTI awards: 1‑year post‑termination non‑compete/non‑solicit in covered territories; confidentiality and IP provisions; compliance required for continued vesting in retirement .
Compensation Structure Analysis
- Pay mix skews to at‑risk and equity: >50% of target total compensation is long‑term, equity‑based; VCP funding ties to EPS/ROA/Efficiency with risk adjustments; PSUs pay on 3‑yr Adjusted ROACE vs peers, with risk/efficiency guardrails .
- 2024 VCP funded at 107% (modestly above target), reflecting solid operating performance and capital stewardship; adjustments applied consistently to isolate core performance .
- Additional 2024 retention RSU ($2.0M) indicates targeted retention for key leadership continuity, with three‑year cliff vest and performance/role‑acceptance conditions .
- No option/SAR repricing; SARs vest over 3 years with 10‑year terms .
Compensation Peer Group, Say‑on‑Pay & Shareholder Feedback
- Compensation peer group (2024): CFG, CMA, FHN, FCNCA, HBAN, KEY, MTB, PNC, RF, TFC, USB, ZION; total rewards targeted at median for median performance .
- Say‑on‑Pay approval: 96% in 2024; 2025 advisory approval votes—For: 507,675,415; Against: 26,167,073; Abstain: 1,198,656 (broker non‑votes 73,043,618) .
Risk Indicators & Red Flags
- Hedging and pledging prohibited by policy (reduces misalignment risk) .
- Robust clawback policy compliant with SEC Rule 10D‑1; additional recoupment for misconduct or risk failures; CRO conducts risk performance evaluations that can forfeit LTI .
- No excise tax gross‑ups; double‑trigger CIC protections reduce single‑trigger windfalls .
- No evidence of option repricing or related‑party transactions in cited sections (not disclosed).
Investment Implications
- Alignment: High proportion of performance‑linked equity (PSUs tied to 3‑yr Adjusted ROACE vs peers with efficiency and ROTCE gates) and strict hedging/pledging bans support alignment of Mr. Shaffer’s incentives with prudent risk‑adjusted value creation .
- Retention and potential selling pressure: A $2.0M RSU granted Feb 27, 2024 vests in Feb 2027; expect a vesting‑related liquidity event unless retained to meet ownership guidelines . Multiple legacy SAR lots begin expiring 2025–2028, potentially leading to exercises/sales around expiries .
- Governance and risk oversight: CRO’s direct line to the Risk & Compliance Committee with independent sessions reinforces a conservative risk culture, which historically coincided with solid capital metrics (CET1 10.6%, LCR 125%) and strong shareholder returns in 2024 .
- Shareholder support: Consistently strong Say‑on‑Pay outcomes (96% in 2024; 2025 advisory vote passed) reduce headline risk while validating pay‑for‑performance design .