COMPANY PROPOSAL 3
broad discretion and authority to, among other things, select the officers, employees, directors and consultants to whom awards may be granted, to determine the terms, conditions, form and amount of the awards, to establish, where deemed applicable, performance goals with respect to awards and to measure and certify the achievement thereof, and to establish guidelines and procedures relating to awards.
The Committee will have full power to administer and interpret the Plan and to adopt, establish, modify, or waive, rules, regulations, agreements, guidelines, procedures and instruments that it deems necessary or advisable for the administration and operation of the Plan. The Committee may delegate its authority to the chief executive officer, to other officers or to the Company’s Pension, Profit Sharing and Medical Committee (or any similar or successor committee), provided that such delegation will not extend to actions with respect to directors or “officers” for purposes of Rule 16b-3 under the Exchange Act.
Shares Available for Future Awards and Awards Outstanding
Upon shareholder approval, the total number of shares of common stock that may be issued pursuant to new awards under the Plan may not exceed 55 million. No additional awards will be made under the 2021 Plan or any prior plan. Outstanding awards made under the 2021 Plan and prior plans will continue to be governed by the terms of those plans. Shares subject to those awards that are cash-settled, not issued, or are canceled due to the failure to earn the shares under the award, or by reason of the cancellation, forfeiture or expiration of the award, will be once again available for issuance pursuant to awards made under the Plan. Shares of Common Stock shall not again be available if such shares are surrendered or withheld as payment of either the exercise price of an award or of withholding taxes in respect of an award. The exercise or settlement of an award of SARs reduces the shares of Common Stock available under the Plan in the gross number of SARs exercised or settled, not just the net amount of shares actually issued upon exercise or settlement of the award. Any shares acquired by the Company in the open market with proceeds received from option exercises will not be made available for awards under the Plan.
The 55 million shares are approximately eight percent of the Company’s outstanding Common Stock as of December 31, 2023.
Of the shares available for future awards under the Plan, shares issuable under full-value awards will be counted against the shares authorized on a 2.5 for 1 basis.
No more than five percent of the shares of Common Stock authorized under the Plan may be issued with respect to awards with a vesting, restriction or performance period of less than one year, with certain limited exceptions.
The Plan also includes an annual limitation of $700,000 on the value (determined at the date of grant) of shares of common stock and cash compensation, which may be subject to awards made to any non-employee director in any one calendar year.
Shares of common stock issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its subsidiaries will not reduce the number of shares available to be issued under the Plan.
The source of Common Stock issued, with respect to awards, may be authorized and unissued shares or shares that have been or may be reacquired in the open market, in private transactions, or otherwise. In the event of any corporate event or transaction, including, but not limited to, a change in the shares of Common Stock or the capitalization of the Company, such as may result from a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution, other than normal cash dividends, the number of shares of Common Stock authorized for issuance, available for issuance or covered by any outstanding award and the exercise price or other per share amounts applicable to any such award, and the various limitations described above, will be proportionately adjusted.
|
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|
Fifth Third 2024 Proxy Statement |
|
101 |
Pay vs Performance Disclosure
|
12 Months Ended |
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure |
|
|
|
|
| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and the Company’s performance against several specific financial metrics. For further information regarding our executive compensation programs, the metrics the Human Capital and Compensation Committee used to set executive compensation for 2023 (which is different than the financial metrics we are required to include in the tables and discussion below) and our philosophy, please refer to “Compensation Discussion and Analysis” starting on page 5 0 . Pay versus Performance Table The table below reflects Compensation Actually Paid to the Company’s Principal Executive Officer (”PEO”) and average Compensation Actually Paid to Named Executive Officers during 2020 through 2023. In addition, the table compares our Total Shareholder Return (”TSR”) against peer group TSR using KBW index.
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(a) |
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(b) |
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(b) |
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(c) |
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(c) |
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(d) |
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(e) |
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(f) |
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(g) |
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(h) |
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(i) |
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| |
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2023 |
|
|
— |
|
|
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9,184,212 |
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|
|
— |
|
|
|
11,307,400 |
|
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2,580,686 |
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3,233,874 |
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132.49 |
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96.66 |
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2,349 |
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11.9 |
% |
| |
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|
|
|
|
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2022 |
|
|
11,020,287 |
|
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8,138,659 |
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9,082,391 |
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7,385,480 |
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2,764,020 |
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2,223,867 |
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120.03 |
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97.53 |
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2,446 |
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12.5 |
% |
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2021 |
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10,531,649 |
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— |
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20,997,747 |
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— |
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3,061,398 |
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5,142,100 |
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153.73 |
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124.08 |
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2,770 |
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14.5 |
% |
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2020 |
|
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9,797,589 |
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— |
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7,761,702 |
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— |
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2,325,412 |
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1,936,839 |
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94.64 |
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89.69 |
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1,427 |
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8.4 |
% |
| (1) |
The amounts reported in columns (b) reflect the Summary Compensation Table Total for Mr. Carmichael and Mr. Spence for the years in which they served as PEO. For the years reported in the table, Greg D. Carmichael was our PEO from January 2020 to July 2022, and Timothy N. Spence was our PEO from July 2022 to December 2022. For 2023, Timothy N. Spence was our PEO for the full year (January 1, 2023 to December 31, 2023). The amounts reported in column (d) reflect the average Summary Compensation Table Total amounts for the Non-PEO Executive Officers for the respective years. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
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| James C. Leonard |
|
James C. Leonard |
|
James C. Leonard |
|
James C. Leonard |
| |
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| Tayfun Tuzun |
|
Timothy N. Spence |
|
Robert P. Shaffer |
|
Robert P. Shaffer |
| |
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| Lars C. Anderson |
|
Lars C. Anderson |
|
Kevin P. Lavender |
|
Kevin P. Lavender |
| |
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| Timothy N. Spence |
|
Kevin P. Lavender |
|
Howard Hammond |
|
Jude A. Schramm |
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| Robert P. Shaffer |
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| Frank R. Forrest |
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| (2) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair |
| |
value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
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Summary
Compensation Table |
|
Exclusion of Stock
Awards and Option
Awards for PEO |
|
Inclusion of Equity
Values for PEO |
|
Compensation
Actually Paid to PEO
($) |
| |
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| |
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2022 |
|
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|
11,020,287 |
|
|
|
|
(6,850,015 |
) |
|
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|
4,912,119 |
|
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9,082,391 |
|
| |
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2021 |
|
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10,531,649 |
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(5,750,002 |
) |
|
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16,216,100 |
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20,997,747 |
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| |
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2020 |
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9,797,589 |
|
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(5,500,000 |
) |
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3,464,113 |
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7,761,702 |
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| |
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2023 |
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9,184,212 |
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(6,000,005 |
) |
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8,132,193 |
|
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11,307,400 |
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| |
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2022 |
|
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8,138,659 |
|
|
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|
(5,437,487 |
) |
|
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4,684,308 |
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7,385,480 |
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| |
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|
Equity Values for Non-PEO NEOs ($) |
|
Average
Compensation
Actually Paid to |
| |
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|
2023 |
|
|
|
2,580,686 |
|
|
|
|
(1,237,498 |
) |
|
|
|
1,890,686 |
|
|
|
|
3,233,874 |
|
| |
|
|
|
|
2022 |
|
|
|
2,764,020 |
|
|
|
|
(1,396,259 |
) |
|
|
|
856,107 |
|
|
|
|
2,223,867 |
|
| |
|
|
|
|
2021 |
|
|
|
3,061,398 |
|
|
|
|
(1,374,990 |
) |
|
|
|
3,445,692 |
|
|
|
|
5,142,100 |
|
| |
|
|
|
|
2020 |
|
|
|
2,325,412 |
|
|
|
|
(1,118,053 |
) |
|
|
|
729,479 |
|
|
|
|
1,936,839 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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| |
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| |
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| |
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|
|
|
|
2022 |
|
|
4,614,693 |
|
|
|
(980,218 |
) |
|
|
0 |
|
|
|
1,277,644 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,912,119 |
|
| |
|
|
|
|
|
|
|
2021 |
|
|
8,124,828 |
|
|
|
7,454,466 |
|
|
|
0 |
|
|
|
630,552 |
|
|
|
0 |
|
|
|
6,254 |
|
|
|
16,216,100 |
|
| |
|
|
|
|
|
|
|
2020 |
|
|
5,164,819 |
|
|
|
(1,301,870 |
) |
|
|
0 |
|
|
|
(435,141 |
) |
|
|
0 |
|
|
|
36,305 |
|
|
|
3,464,113 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
2023 |
|
|
6,071,861 |
|
|
|
1,876,851 |
|
|
|
0 |
|
|
|
174,481 |
|
|
|
0 |
|
|
|
0 |
|
|
|
8,123,193 |
|
| |
|
|
|
|
|
|
|
2022 |
|
|
4,603,129 |
|
|
|
(232,977 |
) |
|
|
0 |
|
|
|
314,156 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,684,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| |
|
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|
|
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|
|
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
2023 |
|
|
1,252,318 |
|
|
|
519,821 |
|
|
|
0 |
|
|
|
118,547 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,890,686 |
|
| |
|
|
|
|
|
|
|
2022 |
|
|
940,627 |
|
|
|
(171,946 |
) |
|
|
0 |
|
|
|
80,293 |
|
|
|
0 |
|
|
|
7,134 |
|
|
|
856,107 |
|
| |
|
|
|
|
|
|
|
2021 |
|
|
1,942,879 |
|
|
|
1,380,064 |
|
|
|
0 |
|
|
|
124,663 |
|
|
|
0 |
|
|
|
8,086 |
|
|
|
3,445,692 |
|
| |
|
|
|
|
|
|
|
2020 |
|
|
1,081,407 |
|
|
|
(254,970 |
) |
|
|
0 |
|
|
|
(104,479 |
) |
|
|
0 |
|
|
|
7,521 |
|
|
|
729,479 |
|
| (4) |
The Peer Group TSR set forth in this table utilizes the KBW Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (5) |
We determined Adjusted ROACE to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023, given its impact on our determination of the change in value of the Performance Shares issued to those officers. As described in the Compensation Discussion and Analysis, the core performance measure for Performance Shares granted is Adjusted ROACE, measured against our peer group over a three-year performance period. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Provided in the exhibit above are the corresponding fiscal year Adjusted ROACE measure, versus the cumulative three-year measurement. Adjusted ROACE is a non-GAAP measure and is calculated as cumulative adjusted net income available to our common shareholders divided by average adjusted common shareholders’ equity. Adjusted net income available to our common shareholders is determined based upon the financial results for the fiscal year, adjusted for the following items: changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results; significant legal and regulatory settlements; asset write-downs, write-offs, dispositions, or sales (except Worldpay investments) resulting from a change in business strategy; impacts on the Visa swap and gains associated with the redemption or sale of Visa shares; merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges; gains or losses on securities. Average adjusted common shareholders’ equity is based upon reported financial results, adjusted to exclude accumulated other comprehensive income. |
|
|
|
|
| Company Selected Measure Name |
Adjusted ROACE
|
|
|
|
| Named Executive Officers, Footnote |
| (1) |
The amounts reported in columns (b) reflect the Summary Compensation Table Total for Mr. Carmichael and Mr. Spence for the years in which they served as PEO. For the years reported in the table, Greg D. Carmichael was our PEO from January 2020 to July 2022, and Timothy N. Spence was our PEO from July 2022 to December 2022. For 2023, Timothy N. Spence was our PEO for the full year (January 1, 2023 to December 31, 2023). The amounts reported in column (d) reflect the average Summary Compensation Table Total amounts for the Non-PEO Executive Officers for the respective years. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| James C. Leonard |
|
James C. Leonard |
|
James C. Leonard |
|
James C. Leonard |
| |
|
|
|
| Tayfun Tuzun |
|
Timothy N. Spence |
|
Robert P. Shaffer |
|
Robert P. Shaffer |
| |
|
|
|
| Lars C. Anderson |
|
Lars C. Anderson |
|
Kevin P. Lavender |
|
Kevin P. Lavender |
| |
|
|
|
| Timothy N. Spence |
|
Kevin P. Lavender |
|
Howard Hammond |
|
Jude A. Schramm |
| |
|
|
|
| Robert P. Shaffer |
|
|
|
|
|
|
| |
|
|
|
| Frank R. Forrest |
|
|
|
|
|
|
|
|
|
|
| Peer Group Issuers, Footnote |
The Peer Group TSR set forth in this table utilizes the KBW Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023.
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Summary
Compensation Table |
|
Exclusion of Stock
Awards and Option
Awards for PEO |
|
Inclusion of Equity
Values for PEO |
|
Compensation
Actually Paid to PEO
($) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
2022 |
|
|
|
11,020,287 |
|
|
|
|
(6,850,015 |
) |
|
|
|
4,912,119 |
|
|
|
|
9,082,391 |
|
| |
|
|
|
|
2021 |
|
|
|
10,531,649 |
|
|
|
|
(5,750,002 |
) |
|
|
|
16,216,100 |
|
|
|
|
20,997,747 |
|
| |
|
|
|
|
2020 |
|
|
|
9,797,589 |
|
|
|
|
(5,500,000 |
) |
|
|
|
3,464,113 |
|
|
|
|
7,761,702 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
2023 |
|
|
|
9,184,212 |
|
|
|
|
(6,000,005 |
) |
|
|
|
8,132,193 |
|
|
|
|
11,307,400 |
|
| |
|
|
|
|
2022 |
|
|
|
8,138,659 |
|
|
|
|
(5,437,487 |
) |
|
|
|
4,684,308 |
|
|
|
|
7,385,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
2022 |
|
|
4,614,693 |
|
|
|
(980,218 |
) |
|
|
0 |
|
|
|
1,277,644 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,912,119 |
|
| |
|
|
|
|
|
|
|
2021 |
|
|
8,124,828 |
|
|
|
7,454,466 |
|
|
|
0 |
|
|
|
630,552 |
|
|
|
0 |
|
|
|
6,254 |
|
|
|
16,216,100 |
|
| |
|
|
|
|
|
|
|
2020 |
|
|
5,164,819 |
|
|
|
(1,301,870 |
) |
|
|
0 |
|
|
|
(435,141 |
) |
|
|
0 |
|
|
|
36,305 |
|
|
|
3,464,113 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
2023 |
|
|
6,071,861 |
|
|
|
1,876,851 |
|
|
|
0 |
|
|
|
174,481 |
|
|
|
0 |
|
|
|
0 |
|
|
|
8,123,193 |
|
| |
|
|
|
|
|
|
|
2022 |
|
|
4,603,129 |
|
|
|
(232,977 |
) |
|
|
0 |
|
|
|
314,156 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,684,308 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,580,686
|
$ 2,764,020
|
$ 3,061,398
|
$ 2,325,412
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,233,874
|
2,223,867
|
5,142,100
|
1,936,839
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Equity Values for Non-PEO NEOs ($) |
|
Average
Compensation
Actually Paid to |
| |
|
|
|
|
2023 |
|
|
|
2,580,686 |
|
|
|
|
(1,237,498 |
) |
|
|
|
1,890,686 |
|
|
|
|
3,233,874 |
|
| |
|
|
|
|
2022 |
|
|
|
2,764,020 |
|
|
|
|
(1,396,259 |
) |
|
|
|
856,107 |
|
|
|
|
2,223,867 |
|
| |
|
|
|
|
2021 |
|
|
|
3,061,398 |
|
|
|
|
(1,374,990 |
) |
|
|
|
3,445,692 |
|
|
|
|
5,142,100 |
|
| |
|
|
|
|
2020 |
|
|
|
2,325,412 |
|
|
|
|
(1,118,053 |
) |
|
|
|
729,479 |
|
|
|
|
1,936,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
2023 |
|
|
1,252,318 |
|
|
|
519,821 |
|
|
|
0 |
|
|
|
118,547 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,890,686 |
|
| |
|
|
|
|
|
|
|
2022 |
|
|
940,627 |
|
|
|
(171,946 |
) |
|
|
0 |
|
|
|
80,293 |
|
|
|
0 |
|
|
|
7,134 |
|
|
|
856,107 |
|
| |
|
|
|
|
|
|
|
2021 |
|
|
1,942,879 |
|
|
|
1,380,064 |
|
|
|
0 |
|
|
|
124,663 |
|
|
|
0 |
|
|
|
8,086 |
|
|
|
3,445,692 |
|
| |
|
|
|
|
|
|
|
2020 |
|
|
1,081,407 |
|
|
|
(254,970 |
) |
|
|
0 |
|
|
|
(104,479 |
) |
|
|
0 |
|
|
|
7,521 |
|
|
|
729,479 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
|
|
|
|
| Compensation Actually Paid vs. Net Income |
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the three most recently completed fiscal years.
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Annual Adjusted ROACE during each of the four most recently completed fiscal years.
|
|
|
|
| Total Shareholder Return Vs Peer Group |
The following chart compares our cumulative TSR over the four most re cen tly completed fiscal years to that of the KBW Bank Index over the same period.
|
|
|
|
| Tabular List, Table |
Tabular List of Most Important Performance Measures The following table presents the financial performance measures that the Company considers to be the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
|
Adjusted Return on Average Common Equity |
Adjusted Earnings Per Share |
Adjusted Return on Assets |
Adjusted Efficiency Ratio |
|
|
|
|
| Total Shareholder Return Amount |
$ 132.49
|
120.03
|
153.73
|
94.64
|
| Peer Group Total Shareholder Return Amount |
96.66
|
97.53
|
124.08
|
89.69
|
| Net Income (Loss) |
$ 2,349,000,000
|
$ 2,446,000,000
|
$ 2,770,000,000
|
$ 1,427,000,000
|
| Company Selected Measure Amount |
0.119
|
0.125
|
0.145
|
0.084
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Return on Average Common Equity
|
|
|
|
| Non-GAAP Measure Description |
Adjusted ROACE is a non-GAAP measure and is calculated as cumulative adjusted net income available to our common shareholders divided by average adjusted common shareholders’ equity. Adjusted net income available to our common shareholders is determined based upon the financial results for the fiscal year, adjusted for the following items: changes in tax laws, generally accepted accounting principles, or other laws or provisions affecting reported results; significant legal and regulatory settlements; asset write-downs, write-offs, dispositions, or sales (except Worldpay investments) resulting from a change in business strategy; impacts on the Visa swap and gains associated with the redemption or sale of Visa shares; merger-related, restructuring, early debt extinguishment, and other-than-temporary impairment charges; gains or losses on securities. Average adjusted common shareholders’ equity is based upon reported financial results, adjusted to exclude accumulated other comprehensive income.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Earnings Per Share
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Return on Assets
|
|
|
|
| Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Efficiency Ratio
|
|
|
|
| Greg D.Carmichael [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
|
$ 11,020,287
|
$ 10,531,649
|
$ 9,797,589
|
| PEO Actually Paid Compensation Amount |
|
9,082,391
|
20,997,747
|
7,761,702
|
| PEO Name |
Mr. Carmichael
|
|
|
|
| Timothy N.Spence [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
$ 9,184,212
|
8,138,659
|
|
|
| PEO Actually Paid Compensation Amount |
$ 11,307,400
|
7,385,480
|
|
|
| PEO Name |
Mr. Spence
|
|
|
|
| PEO | Greg D.Carmichael [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
4,912,119
|
16,216,100
|
3,464,113
|
| PEO | Greg D.Carmichael [Member] | Exclusion Of Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
(6,850,015)
|
(5,750,002)
|
(5,500,000)
|
| PEO | Greg D.Carmichael [Member] | Inclusion Of Equity Values [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
4,912,119
|
16,216,100
|
3,464,113
|
| PEO | Greg D.Carmichael [Member] | Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
4,614,693
|
8,124,828
|
5,164,819
|
| PEO | Greg D.Carmichael [Member] | Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
(980,218)
|
7,454,466
|
(1,301,870)
|
| PEO | Greg D.Carmichael [Member] | Vesting Date Fair Value Of Equity Awards Granted During Year That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
0
|
0
|
| PEO | Greg D.Carmichael [Member] | Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
1,277,644
|
630,552
|
(435,141)
|
| PEO | Greg D.Carmichael [Member] | Fair Value At Last Day Of Prior Year Of Equity Awards Forfeited During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
0
|
0
|
| PEO | Greg D.Carmichael [Member] | Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Included [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
0
|
6,254
|
36,305
|
| PEO | Timothy N.Spence [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 8,123,193
|
4,684,308
|
|
|
| PEO | Timothy N.Spence [Member] | Exclusion Of Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(6,000,005)
|
(5,437,487)
|
|
|
| PEO | Timothy N.Spence [Member] | Inclusion Of Equity Values [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
8,132,193
|
4,684,308
|
|
|
| PEO | Timothy N.Spence [Member] | Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
6,071,861
|
4,603,129
|
|
|
| PEO | Timothy N.Spence [Member] | Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,876,851
|
(232,977)
|
|
|
| PEO | Timothy N.Spence [Member] | Vesting Date Fair Value Of Equity Awards Granted During Year That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
|
| PEO | Timothy N.Spence [Member] | Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
174,481
|
314,156
|
|
|
| PEO | Timothy N.Spence [Member] | Fair Value At Last Day Of Prior Year Of Equity Awards Forfeited During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
|
| PEO | Timothy N.Spence [Member] | Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Included [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
|
| Non-PEO NEO |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,890,686
|
856,107
|
3,445,692
|
729,479
|
| Non-PEO NEO | Exclusion Of Stock Awards And Option Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,237,498)
|
(1,396,259)
|
(1,374,990)
|
(1,118,053)
|
| Non-PEO NEO | Inclusion Of Equity Values [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,890,686
|
856,107
|
3,445,692
|
729,479
|
| Non-PEO NEO | Year End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,252,318
|
940,627
|
1,942,879
|
1,081,407
|
| Non-PEO NEO | Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
519,821
|
(171,946)
|
1,380,064
|
(254,970)
|
| Non-PEO NEO | Vesting Date Fair Value Of Equity Awards Granted During Year That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
118,547
|
80,293
|
124,663
|
(104,479)
|
| Non-PEO NEO | Fair Value At Last Day Of Prior Year Of Equity Awards Forfeited During Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Included [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 7,134
|
$ 8,086
|
$ 7,521
|