Thomas H. Harvey
About Thomas H. Harvey
Thomas H. Harvey (age 64) has served as an independent director of Fifth Third Bancorp since 2019. He is Chief Executive Officer of Energy Innovation: Policy and Technology, LLC, and brings 25+ years of financial services experience with deep expertise in sustainability and strategy. The Board has affirmatively determined he is independent under Nasdaq standards; all nominees except the CEO are independent in 2025. His core credentials include executive management, corporate governance, financial services industry experience, and sustainability.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MB Financial, Inc. | Chair of the Board | — | Led governance; prior public company board leadership |
| ClimateWorks Foundation | Chief Executive Officer | — | Oversaw sustainability programs and investments |
| William and Flora Hewlett Foundation | Environmental Program Director | — | Directed environmental grantmaking and policy focus |
| Energy Foundation | President | — | Led philanthropic strategy in energy transition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Energy Innovation: Policy and Technology, LLC | Chief Executive Officer | — | Current role with sustainability/energy policy focus |
| Other public company boards | None | — | No current public directorships disclosed |
Board Governance
- Committee assignments (2024): Audit – Member; Finance – Member; Nominating & Corporate Governance – Chair; Risk & Compliance – Member; Technology – Member.
- Independence status: Independent (Board determined all nominees are independent except the CEO).
- Attendance and engagement: Board/committee aggregate attendance 97% in 2024; no director attended less than 75%; all directors attended the Annual Meeting.
- Director education and evaluations: Robust annual self-assessments and 30 education sessions in 2024; Lead Independent Director conducts individual interviews.
- Stock ownership requirement: Directors must own stock equal to 6x annual cash retainer within five years; as of Dec 2024, all directors met or were on pace to meet guidelines.
- Overboarding guardrails: Limit of four total public company boards; active CEOs limited to two.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 140,000 | Annual cash retainer plus applicable committee-related fees |
| Stock Awards (RSUs) | 140,000 | RSUs granted; grant date fair value $34.09 on April 16, 2024 |
| Total | 280,000 | No option awards or meeting fees disclosed for directors in 2024 |
| Director Pay Elements (Program) | Amount ($) | Structure/Notes |
|---|---|---|
| Annual Retainer (cash) | 100,000 | Paid quarterly in arrears |
| Annual Retainer (equity, RSUs) | 140,000 | RSUs vest at end of Board service; deferrable |
| Committee Chair – Nominating & Corporate Governance | 25,000 | Chair retainer |
| Audit Committee – Member | 15,000 | Member retainer |
| Risk & Compliance Committee – Member | 15,000 | Member retainer |
| 2025 Director Pay Change | 10,000 | Increase split equally between cash and equity, effective Jan 1, 2025 |
Performance Compensation
| Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Performance-based cash bonus | No | Directors did not receive non-equity incentive plan compensation |
| Options/SARs | No | No option awards to directors in 2024 |
| RSU performance conditions | No | RSUs vest upon end of Board service; directors may defer RSUs; dividends reinvested for post-6/1/2020 appointees |
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public company boards | None | Lower interlock risk; less potential for external conflicts |
| Named related-party exposure via other boards | None disclosed | RPT section highlights Bengals sponsorship (Blackburn) and BlackRock services; no Harvey-specific RPTs noted |
Expertise & Qualifications
- Executive management, corporate governance, financial services industry, sustainability, strategy, and human capital management.
- Brings unique perspective on technology’s impact in banking and renewable energy/climate matters to Risk and Technology oversight.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 159,302 | Includes 62,763 shares owned by a trust of Mr. Harvey or an immediate family member |
| Percent of Class | 0.0238% | As of December 31, 2024 |
| RSUs outstanding | 31,563 | As of December 31, 2024 |
| Deferred RSUs | 13,149 | Deferred receipt elected for portion of RSUs |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans hedging, short-selling, margin purchases, and using Company securities as collateral |
| Ownership guidelines | 6x annual cash retainer | All directors met or were on pace as of Dec 2024 |
Insider Trades
| Date | Filing | Description | Notes |
|---|---|---|---|
| 2024-10-09 | Form 4 | Transactions related to personal trusts | Filed on behalf of Mr. Harvey; disclosed in Section 16(a) filing compliance narrative |
Related-Party Transactions and Conflicts
- Regulation O-compliant lending: Loans to directors and related interests made in ordinary course, on market terms, without abnormal risk or unfavorable features; Board reviews Reg O extensions of credit.
- No Harvey-specific related-party transactions disclosed in 2024 proxy. The RPT section highlights Cincinnati Bengals sponsorship (Blackburn) and BlackRock platform services, with arm’s-length terms and independence considerations.
- Prohibitions reduce alignment risks: Hedging and pledging Company stock are prohibited for directors and employees under the Insider Trading Policy.
Governance Assessment
- Strengths: Independent status; Chair of Nominating & Corporate Governance Committee; multi-committee membership including Risk and Technology; strong aggregate attendance; stock ownership alignment requirements; robust director education and evaluations. These support board effectiveness and investor confidence.
- Compensation alignment: Simple, market-consistent director pay with cash retainer and RSUs; no options or performance cash; RSUs vest at end of service and may be deferred; 2025 pay modestly increased by $10k split evenly across cash/equity.
- Watch items: Administrative Form 4 reporting for personal trusts (Oct 9, 2024); monitor ongoing trust transactions for complexity but no misconduct indicated. Ensure continued compliance with ownership guidelines and Reg O lending oversight.
- Net signal: Harvey’s committee leadership in governance and service on Risk/Technology indicates a focus on oversight quality; independence, attendance, and ownership policies underpin investor confidence, with low interlock/conflict exposure disclosed.