Comerica (CMA) Proxy Filing summary

Executive summary

• 2024 marked the 175th anniversary, with strong financial results, robust credit quality, CET1 capital at 11.89%, and resumed share repurchases. Strategic priorities included expanding sales talent, growing noninterest income, and modernizing technology and real estate. Community engagement and small business support were emphasized.

• Average loans reached $51.0B, return on average common shareholders' equity was 11.23%, and EPS was $5.02. Net charge-offs were historically low at 0.10% of average loans, outperforming peers.

• The company advanced ESG initiatives, including $3.2B in green loans, significant public welfare investments, and recognition for community impact and workplace excellence.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 directors for one-year terms, (2) ratification of Ernst & Young LLP as independent auditor for 2025, and (3) advisory approval of executive compensation.

• Proxy access allows shareholders (or groups up to 20) with 3%+ ownership for 3 years to nominate up to 20% of the Board.

• Shareholder proposals and director nominations for 2026 must comply with advance notice and eligibility requirements.

Board of directors and corporate governance

• Board will reduce from 12 to 11 members after the 2025 meeting. 92% of directors are independent; 50% are diverse by race, gender, or ethnicity.

• Annual director elections, majority voting, mandatory retirement at 72, and robust stock ownership guidelines are in place.

• Committees include Audit, Compliance Oversight, Enterprise Risk, Governance/Compensation/Nominating, and Qualified Legal Compliance, all composed of independent directors.

• The CEO also serves as Chairman; an independent Facilitating Director leads executive sessions and strengthens board independence.

• Ongoing board refreshment, annual self-evaluations, and director education are emphasized.