Timothy N. Spence
About Timothy N. Spence
Timothy N. Spence is Chair, Chief Executive Officer, and President of Fifth Third Bancorp; he became CEO on July 5, 2022, and was appointed Board Chair effective January 2, 2024. He is 46, has led Fifth Third’s digital transformation and strategic plan execution, and previously was a Senior Partner at Oliver Wyman starting in 2006 before joining Fifth Third in 2015 . Under his tenure, Compensation Actually Paid to the PEO rose alongside stronger TSR; a $100 investment in Fifth Third grew to $168.43 by year-end 2024 versus $132.63 for the KBW Bank Index, and 2024 net income was $2,314 million . The 2024 Variable Compensation Plan used EPS, ROA, and efficiency ratio targets; adjusted actual results modestly exceeded targets and drove a 107% funding level after positive modifiers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bancorp | Chair & CEO; President (2020–present) | CEO since 2022; President since 2020 | Led technology modernization, payments investments, Southeast and middle market expansion, and strategic plan execution . |
| Fifth Third Bancorp | EVP & Head of Consumer Bank, Payments & Strategy | 2018–2020 | Advanced consumer products, payments, and revenue growth with risk discipline . |
| Fifth Third Bancorp | Head of Payments, Strategy & Digital Solutions | 2017–2018 | Drove digital innovation and integration of acquisitions . |
| Fifth Third Bancorp | Chief Strategy Officer | 2015–2020 | Set long-term strategy and M&A/investment agenda . |
| Oliver Wyman | Senior Partner (Financial Services) | 2006–2015 | Advised large financial institutions on strategy, transformation, and risk . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | The proxy reports no other public company directorships . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | Perquisites / Notes |
|---|---|---|---|---|
| 2024 | 1,073,577 | 2,163,000 (VCP target) | 2,314,410 | Limited personal use of corporate aircraft up to $150,000/year; subject to time-sharing agreements for costs beyond allowance . |
| 2023 | 1,025,385 | — | 1,622,250 | — |
| 2022 | 826,923 | — | 1,621,220 | Base salary increased to $1,000,000 effective July 5, 2022 upon CEO appointment . |
Performance Compensation
Annual Variable Compensation Plan (VCP) – 2024
| Metric | Weighting | Target | Adjusted Actual | Funding Contribution |
|---|---|---|---|---|
| Adjusted EPS ($) | 50% | 3.24 | 3.27 | 53% |
| Adjusted ROA (%) | 25% | 1.12 | 1.13 | 26% |
| Adjusted Efficiency Ratio (%) | 25% | 57.1 | 57.5 | 24% |
| Total Calculated Funding | — | — | — | 103% |
| Modifiers (Capital/NPA/Loan-to-Deposit/Sustainability) | — | — | — | +4 points; Final funding 107% |
Notes: Adjustments reflected Visa/Mastercard interchange litigation, FDIC special assessment, and CECL ACL variance-to-target methodology; net effect raised EPS by $0.13 and ROA by 4 bps, while modestly lowering efficiency ratio .
Long-Term Incentive Awards (Granted Feb 14, 2024)
| Award Type | Grant Date | Units (#) | Grant Date Fair Value ($) | Exercise/Base Price ($/sh) | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| PSUs (target) | 2/14/2024 | 95,293 | 3,193,268 | — | 3-year performance period; pays 0–150% of target | 3-year Adjusted ROACE vs peer group . |
| RSUs | 2/14/2024 | 66,705 | 2,235,285 | — | 3-year graded vesting; accrues dividend equivalents . | — |
| SARs | 2/14/2024 | 101,957 | 990,002 | 33.51 | 3-year graded vesting; 10-year term; no repricing . | — |
PSU performance outcome: The 2022 PSU grant paid out at 150% based on top-ranked ROACE vs peers; shares distributed Feb 19, 2025 .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| As of | Shares Beneficially Owned | % of Class | SARs Exercisable (≤60 days) | RSUs Outstanding |
|---|---|---|---|---|
| Dec 31, 2024 | 590,458 | 0.0881% | 293,229 | 123,607 |
| Dec 31, 2023 | 478,529 | 0.0700% | 247,018 | 98,792 |
Ownership policies and alignment:
- CEO stock ownership guideline: 6x base salary; all NEOs meet or are on pace within 5 years .
- Retention: Until guidelines are met, must retain 75% of net shares from equity vesting/exercises; once met, retain 25% until holdings reach 2x guidelines .
- Hedging/pledging prohibited; no margin purchases or use of Company securities as collateral; trading subject to blackout and pre-clearance .
Vesting and Exercises (Cadence/Selling Pressure indicators)
| Year | SARs Exercised (#) | Value Realized ($) | Shares Vested (RSUs/PSUs) (#) | Value Realized ($) |
|---|---|---|---|---|
| 2024 | 41,763 | 1,000,502 | 75,442 | 2,551,250 |
| 2023 | — | — | 56,746 | 1,994,621 |
| 2022 | — | — | 49,876 | 2,371,234 |
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreements | Company highlights that executive officers generally do not have employment agreements . |
| Executive Severance Benefits Plan | Applies outside CIC; involuntary termination without cause or for good reason eligible for severance per plan . |
| CIC Severance Plan (Double-Trigger) | Severance if termination without cause or for good reason in connection with CIC; CIC defined as 30%+ beneficial ownership, board turnover, sale of substantially all assets/merger, or liquidation . |
| Clawback Policy | Restatement-triggered recoupment per SEC Rule 10D-1; plus misconduct-related, covenant breaches, and risk management failures subject to recoupment . |
| Perquisites | Limited personal aircraft use up to $150,000 annually under time-sharing agreements; otherwise executives reimburse costs above allowance . |
| Hedging/Pledging | Prohibited for all directors and employees; no margin or collateral use of Company securities . |
Potential Payments Upon CIC (Illustrative values)
| Component | Amount ($) |
|---|---|
| Cash Severance | 11,864,055 |
| Unvested Equity Acceleration | 13,317,121 |
| Other Benefits | 739,296 |
| Excise Tax Gross-Up | None |
| Total | 25,920,472 |
Board Governance
- Board service: Director since 2022; serves as Chair and CEO; not independent under Nasdaq standards .
- Committee roles: All standing committees are fully independent; employee directors receive no additional compensation for board service .
- Dual-role implications: Combined Chair/CEO model is mitigated by a strong Lead Independent Director (Nicholas K. Akins) with defined authorities and independent executive sessions; committees are independent-led; Board reaffirmed structure appropriateness .
- Attendance: Board/committee aggregate attendance rate was 97% in 2024; all directors attended the 2024 Annual Meeting .
Compensation Peer Group & Say-on-Pay
- Peer group (2024): Citizens Financial, Comerica, First Horizon, First Citizens Bancshares, Huntington, KeyCorp, M&T, PNC, Regions, Truist, U.S. Bancorp, Zions .
- Pay philosophy: Target median total direct compensation for median performance; higher/lower positioning tied to performance; >50% of CEO pay in long-term equity; double-trigger CIC; no excise tax gross-ups; clawbacks; ownership/retention requirements .
- Say-on-Pay: 96% approval at 2024 Annual Meeting; continued shareholder engagement with over 100 unique firms and top-ten active holders .
Performance Compensation Design Details
| Element | Weight/Mix | Mechanics | Notes |
|---|---|---|---|
| VCP (Annual Cash) | EPS 50%, ROA 25%, Efficiency 25% | Corporate pool funding interpolated vs targets; modifier ±20 points; individual awards 200% cap; final 2024 funding 107% . | Adjustments for interchange litigation, FDIC special assessment, ACL variance-to-target . |
| LTI Mix (2024) | PSUs 50%, RSUs 35%, SARs 15% | PSUs: 3-year Adjusted ROACE vs peer group; RSUs: 3-year graded vest; SARs: 3-year graded, 10-year term . | 2025 change: remove SARs; new mix 60% PSUs, 40% RSUs . |
Equity Ownership & Alignment Policies
- CEO guideline of 6x salary; retention of 75% net shares until guideline met; 25% thereafter until 2x guideline; all NEOs meet or are on track .
- No hedging, pledging, margin purchases, or collateral use of Company stock; trading controls enforced .
Employment & Contracts (Additional specifics)
- Nonqualified Deferred Compensation Plan allows deferral of up to 70% salary and 100% VCP award; company contributions offset 401(k) match limits; distributions post-retirement in lump sum or installments; complies with 409A .
- No repricing of options/SARs; grants at closing price; grant timing not coordinated with MNPI .
Investment Implications
- Alignment strong: High equity mix with PSUs tied to peer-relative ROACE; ownership and retention requirements; clawbacks and no hedging/pledging reduce misalignment risk .
- Retention: Significant unvested PSUs/RSUs and potential CIC benefits suggest low near-term flight risk; 2025 LTI tilt to PSUs increases performance linkage and may enhance retention for high performers .
- Trading signals: Regular vesting and occasional SAR exercises indicate scheduled liquidity events rather than discretionary selling; 2024 SAR exercises totaled 41,763 shares with $1.0M value, while 75,442 shares vested, consistent with cadence in prior years .
- Governance watch: Combined Chair/CEO warrants monitoring, but mitigated by empowered Lead Independent Director, independent committees, and strong attendance/performance oversight; say-on-pay support at 96% signals investor acceptance of structure and pay outcomes .