Proposal 1: Election of ~~its client, a law firm to represent the client. If applicable, the firm with a related pre-existing relationship with the client is typically selected by Comerica (e.g~~., the firm that drafted a will in which Comerica is named fiduciary of the associated estate). From time to time, this has resulted in the engagement, by the client, of Clark Hill, the firm with which Mr. Turner was a member during 2022 and is now a Member Emeritus. Mr. Turner was not directly involved in providing these legal services, and any associated fees were paid to the firm from the client’s funds, not from funds belonging to Comerica.Directors

•Situations in which other members of Clark Hill represented clients in legal matters indirectly or potentially directly adverse to Comerica, such as loans and other commercial transactions (in which his firm represents a borrower), trust administration matters (where Clark Hill might represent a trust or beneficiary and/or act as co-trustee for a trust for which Comerica serves as trustee), real property claims (in which Clark Hill may represent an entity seeking an easement or condemnation with respect to real property in which Comerica holds the mortgage) and bankruptcy litigation (in which his firm represents creditors other than Comerica), and thus receives fees from such parties it represents, but not from Comerica.

Compensation Committee Interlocks and Insider Participation

During ~~2022,~~2023, Mr. Gardner, Ms. Kane, Mr. Lindner, Ms. Smith, Ms. Vaca and Mr. Van de Ven served as members of the Governance, Compensation and Nominating Committee. No such individual is, or was during ~~2022,~~2023, an officer or employee of Comerica or any of its ~~subsidiaries, nor~~subsidiaries. Nor was any such member formerly an officer of Comerica or any of its subsidiaries. No executive officer of Comerica served as a director or member of the compensation committee of another entity, one of whose directors or executive officers served as a member of our Board or a member of the Governance, Compensation and Nominating Committee.

Transactions with Related Persons

Review of Transactions with Related Persons

Comerica has adopted a written Regulation O Policy and Procedure document to implement the requirements of Regulation O of the Federal Reserve Board, which restricts the extension of credit to directors and executive officers and their family members, as well as 10% or greater shareholders, and the related interests of any of the foregoing. Under the policy and procedure, extensions of credit that exceed regulatory thresholds must be approved by the board of the appropriate subsidiary bank.

In addition to loan transactions that are covered by Regulation O, the Board has also adopted a written Related Persons Transactions Policy setting forth procedures for the review, approval and monitoring of other transactions greater than $120,000 involving Comerica and in which related persons (directors, director nominees, executive officers, 5% shareholders and immediate family members or primary business affiliations of such persons) have a material interest. Under the policy, the Governance, Compensation and Nominating Committee is responsible for reviewing and approving or ratifying transactions involving related persons. Directors may not vote on a related party transaction in which they or any member of their immediate family is a related person, but the director may participate in some or all of the committee’s discussions. The policy also permits the Chair of the Governance, Compensation and Nominating Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between committee meetings, in which case they will be reported to the full committee at its next meeting.

The policy also contains a list of categories of transactions involving related persons that the Committee has deemed pre-approved or ratified and as a result need not be brought to the Governance, Compensation and Nominating Committee for approval. These include transactions with a 5% shareholder or involving brokerage, banking, custodial, trustee, insurance, investment advisory or asset management services, and other financial services or products transactions entered into between Comerica and any related person, if the transactions are in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable services provided to non-affiliates and comply with applicable law, including the Sarbanes-Oxley Act of 2002. It also includes other commercial transactions where Comerica has transacted with an entity employing or having as a director a related party, and where payments constitute less than 1% of Comerica’s consolidated gross revenues or constitute less than 1% of such entity’s consolidated gross revenues. The Committee has also determined that a related person has no material interest in a loan covered by and approved under Comerica's Regulation O Policy, or loans to related party family members that are in the ordinary course on substantially the same terms as those prevailing at that time for non-affiliates that comply with law and do not involve more than the normal risk of collectibility.

The Governance, Compensation and Nominating Committee will review the following information when assessing a related party transaction:

•the related party’s interest in the transaction:

•the purpose and timing of the transaction;

•the approximate dollar value of the transaction and the approximate dollar value of the related party’s interest in the transaction;

•whether the terms of the transaction are fair to Comerica and on the same basis as would apply if the transaction did not involve a related party;

•Comerica’s business reasons for entering into the transaction;

•whether the transaction would impair the independence of an outside director or nominee for director;

•the acceptability of the transaction to Comerica’s regulators;

•whether the transaction would present an improper conflict of interest for any director, director, nominee for director or executive officer of the Company; and

•any other relevant information regarding the transaction.

2024 Proxy Statement

Comerica Incorporated

Proposal 1: Election of Directors

Affiliates of BlackRock and The Vanguard Group, Inc. are investment managers for certain investment options under our 401(k) Plan and/or certain RIA assets. These transactions are unrelated to the 5% holders' Comerica common stock ownership, and the fees are paid by entities and individuals other than Comerica. These transactions did not require approval pursuant to the Related Party Transactions Policy.

Financial Services and Other Transactions with Executive Officers and Directors

Certain of the executive officers and directors of Comerica, their related entities, and members of their immediate families were customers of and had financial transactions in the ordinary course of business (including loans and loan commitments, as well as other financial products and services) with affiliates of Comerica during 2023 that did not require approval under the Related Party Transactions Policy. Comerica made all loans and commitments in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not related to or affiliated with Comerica or its subsidiaries, and the transactions did not involve more than the normal risk of collectability or present other unfavorable features. Further, loans and commitments subject to Regulation O were all made in accordance with Comerica’s Regulation O Policy and Procedure. Comerica also offers employee discounts to its employees, including executive officers, on certain other financial services. Additionally, there were certain ordinary course commercial transactions that did not require approval under the Related Party Transactions Policy, where Comerica transacted with an entity employing, or having as a director a related party, and payments constituted less than 1% of Comerica’s consolidated gross revenues or less than 1% of the other entity’s consolidated gross revenues.

Compensation of Directors

The Governance, Compensation and Nominating Committee determines the form and amount of non-employee director compensation and makes a recommendation to the Board of Directors for final approval. In determining director compensation, the Governance, Compensation and Nominating Committee considers information provided by the compensation consultant retained by the Governance, Compensation and Nominating Committee to provide market analyses and consulting services on director compensation matters. When setting director compensation, the Governance, Compensation and Nominating Committee targets the median of the peer group. See “Role of the Independent Compensation Consultant” ~~on page~~ 43for more information about the compensation consultant retained by the Governance, Compensation and Nominating Committee.

Employee directors receive no compensation for their Board service.

~~2023 Proxy Statement~~


~~Proposal 1: Election of Directors~~



			Director Compensation Highlights •Comerica maintains director stock ownership guidelines encouraging non-employee directors to own at least 5,000 shares of Comerica ~~Common Stock~~common stock (including restricted stock units) within five years of the date the non-employee director was initially appointed or elected to the Board. Of those 5,000 shares, at least 1,000 shares should be beneficially owned within 12 months of the date the non-employee director was initially appointed to the Board. ◦As of December 31, ~~2022,~~2023, all non-employee directors have met their respective stock ownership guideline levels, based on period of service. •Restricted stock units granted to non-employee directors are generally settled in Comerica ~~Common Stock~~common stock on the first anniversary of the director’s separation from service on the Board.

2024 Proxy Statement

Comerica Incorporated

Proposal 1: Election of Directors

The table below illustrates the compensation structure for non-employee directors in ~~2022. Employee directors receive no compensation for their Board service.~~2023. In addition to the compensation described below, each director is reimbursed for reasonable out-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its committees.


Elements of ~~2022~~2023 Annual Compensation

Retainer (cash)~~(1)~~			$105,000
Audit Committee Chair and Vice Chair Retainer (cash)~~(1)~~			$40,000
Facilitating Director Retainer (cash)	$40,000
Compliance Oversight Committee Chair Retainer (cash) (1)	$40,000
Enterprise Risk Committee and Governance, Compensation and Nominating Committee Chair and Vice Chair Retainer (cash)~~(1)~~			$35,000
Qualified Legal Compliance Committee Chair and Vice Chair Retainer (cash)	$20,000
Compliance Oversight Committee Member Retainer (cash) (1)	$20,000
Audit Committee Member Retainer (cash)		$10,000
Meeting Fees -— per meeting (cash)			N/A
Board-Sponsored Training Seminar Fees — per seminar (cash)			N/A
Briefing Fees — per briefing session (cash)			N/A
Restricted Stock Unit Award(2)			$120,000

(1)~~From January 1, 2022 to September 30, 2022,~~The Compliance Oversight Committee was established on August 16, 2023. Any compensation amounts were prorated for the ~~Retainer was $100,000,~~portion of the ~~Audit Committee Chair and Vice Chair Retainers were each $35,000~~year the committee existed and the Enterprise Risk Committee and Governance, Compensation and Nominating Committee Chair and Vice Chair Retainers were each $30,000; such amounts were increased to the levels shown in the table as of October 1, 2022.director served on it.

(2)On July ~~26, 2022,~~25, 2023, each non-employee director received a grant of ~~1,565~~2,390 restricted stock units with a fair market value of approximately $120,000 based on the closing stock price on the date of grant. RSUs are ~~fully~~ vested at ~~the time of~~ grant ~~but don't~~and settle ~~until~~after the one-year anniversary of the director leaving the Board, except due to death, certain cases of disability or a change in control.

~~2023 Proxy Statement~~


~~Proposal 1: Election of Directors~~

~~The following table provides information on the compensation of Comerica’s directors who served at any point during the fiscal year ended December 31, 2022.~~

~~2022 DIRECTOR COMPENSATION TABLE~~

Name(1)
Fees Earned
or Paid
in Cash(2)
($)
Stock
Awards(3)
($)
Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Nonqualified
Deferred Compensation
Earnings(4)(5)
All Other
Compensation
($) Total
($)
Nancy Avila 101,250 120,004 — — — — 221,254
Michael E. Collins 142,500 120,004 — — — — 262,504
Roger A. Cregg 167,500 120,004 — — — — 287,504
T. Kevin DeNicola(6)
35,357 — — — — — 35,357
Jacqueline P. Kane 132,500 120,004 — — — — 252,504
Richard G. Lindner 111,250 120,004 — — — — 231,254
Barbara R. Smith 141,250 120,004 — — — — 261,254
Robert S. Taubman 101,250 120,004 — — — — 221,254
Reginald M. Turner, Jr. 111,250 120,004 — — — — 231,254
Nina G. Vaca 101,250 120,004 — — — — 221,254
Michael G. Van de Ven 122,857 120,004 — — — — 242,861

~~(1)Employee directors do not receive any compensation with respect to their service on the Board; accordingly, Mr. Farmer is not included in this table.~~

~~(2)~~This column reports the amount of cash compensation earned with respect to the 2022 calendar year for Board and committee service. Comerica pays the applicable retainer and meeting fees to each non-employee director on a quarterly basis.

~~(3)~~This column represents the grant date fair value of restricted stock units granted to non-employee directors in 2022 in accordance with ASC 718 and Item 402 of Regulation S-K. For additional information on the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 16 in the Consolidated Financial Statements in Comerica’s Annual Report on Form 10-K for the year ended December 31, 2022. The aggregate number of restricted stock units, including dividend equivalents that were reinvested in restricted stock units, outstanding as of December 31, 2022 for non-employee directors who served on the Board during 2022, is as follows: Ms. Avila: 1,580 stock units; Mr. Collins: 11,106 stock units; Mr. Cregg: 35,251 stock units; Mr. DeNicola: 31,671 stock units; Ms. Kane: 30,789 stock units; Mr. Lindner: 33,564 stock units; Ms. Smith: 9,456 stock units; Mr. Taubman: 38,800 stock units; Mr. Turner: 38,250 stock units; Ms. Vaca: 30,789 stock units; and Mr. Van de Ven: 11,106 stock units. ~~The restricted stock units can be accelerated due to death, disability or a change in control.~~

~~(4)~~None of the earnings under the deferred compensation programs are above-market or preferential, so no such amounts are shown in this column. For more details,see the “Deferred Compensation Plans” section below. Any 2022 contributions to non-employee director deferred compensation programs are included in the “Fees Earned or Paid in Cash” column, in accordance with SEC rules. This column does not include distributions under non-employee director deferred compensation programs in 2022 since they were reported in fees earned in the previous years.

~~(5)~~Because benefit accruals froze for both of Comerica’s director retirement plans on May 15, 1998, there was no change in the participants’ pension values in 2022. The only non-employee director who both served in 2022 and was covered by the retirement plans is Mr. Taubman.

~~(6)Mr. DeNicola served on the Board through April 26, 2022.~~

~~2023 Proxy Statement~~


~~Proposal 1: Election of Directors~~

DIRECTOR COMPENSATION PLANS

Deferred Compensation Plans

Non-employee directors can defer some or all of their cash compensation into either a stock-settled plan — where deferred compensation earns a return based on the return of Comerica ~~Common Stock~~common stock during the deferral period — or a cash-settled investment fund plan — where deferred compensation earns a return based on broad-based investment funds elected by the director.

Equity Plans

Directors participate along with officers and employees in the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan. Stock options, stock appreciation rights, restricted stock, restricted stock units, cash awards and other equity-based awards may be awarded under this plan. No participant who is a non-employee director of Comerica may be granted awards with a grant date fair value in excess of $500,000 per calendar year.

Retirement Plans

No retirement plan is currently offered to non-employee directors. Mr. Taubman has vested benefits under legacy plans; the plans were terminated and benefits frozen in 1998. He will receive a monthly benefit of $1,666.67 for 120 months, payable when he retires from the Board, except in the case of illness or disability. There is no survivor benefit.




30	~~2023~~2024 Proxy Statement	32	Comerica Incorporated

Proposal 1: Election of Directors

The following table provides information on each 2023-serving non-employee director's compensation.

2023 DIRECTOR COMPENSATION TABLE


Name (1)	Fees Earned or Paid in Cash (2) ($)	Stock Awards (3) ($)	Total (4) ($)

Arthur G. Angulo	68,152	120,074	188,226
Nancy Avila	105,000	120,074	225,074
Michael E. Collins	157,500	120,074	277,574
Roger A. Cregg	182,500	120,074	302,574
M. Alan Gardner	45,652	120,074	165,726
Jacqueline P. Kane	116,058	120,074	236,132
Derek J. Kerr	96,472	120,074	216,546
Richard G. Lindner	115,000	120,074	235,074
Jennifer H. Sampson	88,083	120,074	208,157
Barbara R. Smith	152,500	120,074	272,574
Robert S. Taubman	105,000	120,074	225,074
Reginald M. Turner, Jr.	115,000	120,074	235,074
Nina G. Vaca	105,000	120,074	225,074
Michael G. Van de Ven	144,783	120,074	264,857

(1)Employee directors do not receive any compensation with respect to their service on the Board; accordingly, Mr. Farmer is not included in this table.

(2)This column reports the amount of cash compensation earned with respect to the 2023 calendar year for Board and committee service. Comerica pays the applicable retainer and meeting fees to each non-employee director on a quarterly basis.

(3)This column represents the grant date fair value of restricted stock units granted to non-employee directors in 2023 in accordance with ASC 718 and Item 402 of Regulation S-K. For additional information on the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 16 in the Consolidated Financial Statements in Comerica’s Annual Report on Form 10-K for the year ended December 31, 2023. The aggregate number of restricted stock units, including dividend equivalents that were reinvested in restricted stock units, outstanding as of December 31, 2023 for non-employee directors who served on the Board during 2023, is as follows: Mr. Angulo: 2,432 stock units; Ms. Avila: 4,110 stock units; Mr. Collins: 14,230 stock units; Mr. Cregg: 39,878 stock units; Mr. Gardner: 2,432 stock units; Ms. Kane: 35,139 stock units; Mr. Kerr: 2,432 stock units; Mr. Lindner: 38,087 stock units; Ms. Sampson: 2,432 stock units; Ms. Smith: 12,477 stock units; Mr. Taubman: 43,649 stock units; Mr. Turner: 43,064 stock units; Ms. Vaca: 35,139 stock units; and Mr. Van de Ven: 14,230 stock units. The restricted stock units can be accelerated due to death, disability or a change in control.

(4)None of the earnings under the director defined contribution deferred compensation programs are above-market or preferential, so no such amounts are shown in this column. For more details, see the “Deferred Compensation Plans” section below. Any 2023 contributions to non-employee director deferred compensation programs are included in the “Fees Earned or Paid in Cash” column, in accordance with SEC rules. This column does not include distributions under non-employee director deferred compensation programs in 2023, as provided in SEC rules. Because benefit accruals froze for both of Comerica’s director defined benefit retirement plans on May 15, 1998, there was no change in the participants’ pension values in 2023. The only non-employee director who both served in 2023 and was covered by the retirement plans is Mr. Taubman. Comerica's incremental cost of perquisites and other personal benefits for each director was below $10,000 and are thus omitted per SEC rule.

2024 Proxy Statement

Comerica Incorporated

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm


~~The~~Our Audit Committee ~~of Comerica has~~ selected Ernst & Young LLP (“Ernst & Young”), as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, ~~2023,~~2024. The Audit Committee believes this selection is in the best interests of the Company and its shareholders and recommends ~~that~~ the shareholders ~~vote for ratification of such appointment.~~ratify it. Ernst & Young has served as our independent registered public accounting firm since 1992. The Audit Committee has carefully considered the selection of Ernst & Young as Comerica’s independent registered public accounting firm and has also considered whether there should be regular rotation of the independent registered public accounting firm. The selection is based on an evaluation of Ernst & Young’s qualifications, experience, quality control processes and results, independence, ~~and past performance. The selection also considers a review of the~~performance, estimated fees, scope of services and staffing approach, including coordination of the external auditor’s efforts with our internal audit staff. ~~In conjunction with~~The Audit Committee also considered whether to rotate the ~~mandated rotation~~appointment among a number of ~~the independent registered public accounting firm’s lead engagement partner, the~~firms. The Audit Committee and its Chairman are involved in the process for selecting Ernst & Young’s lead engagement ~~partner. The~~partner, which must periodically rotate. Ernst & Young's current engagement partner ~~rotation occurred~~first took that role for the 2022 financial statements ~~process, with a new individual assuming the role of lead engagement partner. The members of~~process. We are asking shareholders to ratify the Audit ~~Committee believe that the continued retention of Ernst & Young to serve as Comerica’s independent registered public accounting firm is in the best interests of the Company and its shareholders.~~ ~~As a matter of good corporate governance, the~~Committee's selection of Ernst & Young because we believe it is ~~being submitted to the shareholders for ratification.~~good governance. In the event of a negative vote on such ratification, or otherwise as it sees fit, the Audit Committee will reconsider its selection. ~~Even if Ernst & Young is ratified as Comerica’s independent registered public accounting firm by~~Regardless of the ~~shareholders,~~vote outcome, the Audit Committee ~~in its discretion,~~ may ~~direct the appointment of~~appoint a different independent registered public accounting firm at any time ~~during the year~~ if it determines, in its discretion, that such a change ~~would be~~is in the best interests of Comerica and its shareholders. ~~Representatives of~~ We expect Ernst & Young ~~are expected~~representatives to ~~be present at~~attend the Annual Meeting of Shareholders and ~~will have the opportunity~~ to make a statement if they ~~so desire. The representatives~~wish. We also ~~are expected to be available~~expect them to respond to appropriate ~~questions from shareholders.~~shareholder questions.						Comerica's Board of Directors Recommends a vote "FOR" this proposal to Ratify the Independent Registered Public Accounting Firm.

~~2023~~2024 Proxy Statement

31Comerica Incorporated

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm


~~Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm~~

Independent Registered Public Accounting Firm

Fees to Independent Registered Public Accounting Firm

The following aggregate fees were billed to Comerica for professional services by Ernst & Young for fiscal years ~~2022~~2023 and ~~2021.~~2022.


	2023
		($)
		($)
		($)
		2022	2021
Audit Fees

Audit Fees
		($)	($)
Audit Fees	Audit Fees	3,773,239	2,499,520
Audit-Related Fees	Audit-Related Fees	312,483	258,550
Audit-Related Fees
Audit-Related Fees
Tax Fees
Tax Fees
Tax Fees	Tax Fees	154,741	251,738
All Other Fees	All Other Fees	3,827	215,368
		4,244,290	3,225,176
All Other Fees
All Other Fees
		4,623,350
		4,623,350
		4,623,350

SEC rules allow a single copy of the proxy materials or the notice of internet availability of proxy materials to be delivered to multiple shareholders sharing the same address and last name, or who we reasonably believe are members of the same family and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as “householding” and can result in significant savings of paper and mailing costs.

Because we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules, we will not household our proxy materials or notices to shareholders of record sharing an address. This means that shareholders of record who share an address will each be mailed a separate notice or paper copy of the proxy materials. However, we understand that certain brokerage firms, banks or other similar entities holding Comerica Common Stock for their customers may household proxy materials or notices. Shareholders sharing an address whose shares of Comerica Common Stock are held by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxy materials or notice and wish to receive separate copies of these materials in the future. Additional copies of our proxy materials are available upon request by contacting:

~~Corporate Secretary~~

2024 Proxy Statement

Comerica Incorporated

~~Comerica Bank Tower~~

~~1717 Main Street, MC 6506~~

~~Dallas, Texas 75201~~

~~1-866-641-4276~~

General Information for Shareholders about the Annual Meeting

Admission to the Virtual Annual Meeting

If you were a holder of record of Comerica ~~Common Stock~~common stock at the close of business on the Record Date (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing www.meetnow.global/~~MFA6SRF~~MLWZQ5H and entering the 15-digit control number on the proxy card or Notice of Internet Availability of Proxy Materials you previously received.

If you were a beneficial holder of record of Comerica ~~Common Stock~~common stock as of the Record Date and you want to attend the Annual Meeting, you have two options:

1)Register in advance to virtually attend the Annual Meeting. Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Comerica ~~Common Stock~~common stock holdings along with your name and email address to Computershare.

Requests must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April ~~19, 2023.~~17, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.

~~2023 Proxy Statement~~


~~General Information For Shareholders About the Annual Meeting~~

Requests for registration should be directed to us:


By email:			Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy, to legalproxy@computershare.com
By mail:			Computershare Comerica Incorporated Legal Proxy P.O. Box 43001 Providence, RI 02940-3001

2)Register at the Annual Meeting. For the ~~2023~~2024 proxy season, an industry solution has been agreed upon to allow beneficial holders to register online at the Annual Meeting to attend, ask questions and vote.

Please note this option is intended to be provided as a convenience to beneficial holders only, and there is no guarantee this option will be available for you. The inability to provide this option shall in no way impact the validity of the Annual Meeting. In order to ensure you are able to attend, ask questions and vote at the Annual Meeting, you may choose the Register in Advance of the Annual Meeting option.

The online meeting will begin promptly at ~~9:30~~8:00 a.m., Central Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the admission instructions for record holders as outlined in this proxy statement.

Participation in the Annual Meeting

You will be able to vote your shares electronically at the annual meeting (other than shares held through the Comerica Preferred Savings Plan, which must be voted prior to the meeting).

Questions can be submitted during the meeting by accessing the meeting center at www.meetnow.global/~~MFA6SRF,~~MLWZQ5H, entering your control number, and clicking on the Q&A icon in the upper right hand corner of the page. Shareholder questions or comments may also be submitted ahead of time by sending an email to InvestorRelations@comerica.com. Questions which comply with the Rules of Conduct and that are germane to the purpose of the Annual Meeting will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. The Rules of Conduct may be accessed from the meeting center page.

Technical assistance will be available for shareholders attending the meeting. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it, you may call 1-888-724-2416.

In the event of a technical malfunction or situation that makes it advisable to adjourn the Annual Meeting, the chair will convene the meeting at ~~9:30~~8:00 a.m. Central Time on April ~~25, 2023~~23, 2024 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at https://investor.comerica.com/.

2024 Proxy Statement

Comerica Incorporated

Other Information

EXECUTIVE OFFICERS


Corey R. Bailey EVP, Head of Middle Market and Business Banking Executive Officer since 2023 Age 50 •Executive Vice President and Head of Middle Market and Business Banking (since August 2022), Comerica Incorporated and Comerica Bank •Executive Vice President (since April, 2020), Comerica Bank; Director of Credit Risk Management & Decisioning (April 2020 - August 2022) •Senior Vice President, Chief Credit Officer of the Texas Market supporting the Energy, Middle Market (November 2010 - April 2020), Comerica Bank


						Wendy W. Bridges EVP, Corporate Responsibility Executive Officer since November 2021 Age 52 •Executive Vice President, Corporate Responsibility (since November 2021), Comerica Incorporated and Comerica Bank •Senior Vice President, Corporate Communications & Executive Administration (2010-November 2021), Comerica Incorporated


Megan D. Burkhart Senior EVP, Chief Administrative Officer and Chief Human Resources Officer Executive Officer since 2010 Age 52 •Senior Executive Vice President, Chief Administrative Officer (since January 2023) and Chief Human Resources Officer (since January 2010), Comerica Incorporated and Comerica Bank •Executive Vice President (January 2010 to January 2023), Comerica Incorporated and Comerica Bank •Senior Vice President and Director of Compensation (February 2007 to January 2010), Comerica Incorporated and Comerica Bank

2024 Proxy Statement

Comerica Incorporated

Other Information



						J. McGregor Carr EVP, Wealth Management Executive Officer since 2020 Age 56 •Executive Vice President, Wealth Management (since March 2020), Comerica Incorporated and Comerica Bank •Senior Managing Director, Southeast Region (October 2017 to February 2020), Wells Fargo Bank, N.A. •Regional Managing Director (2008 to October 2017), Wells Fargo Bank, N.A.


Melinda A. Chausse Senior EVP and Chief Credit Officer Executive Officer since 2020 Age 58 •Senior Executive Vice President (since January 2023) and Chief Credit Officer (since May 2020), Comerica Incorporated and Comerica Bank •Executive Vice President (May 2020 to January 2023), Comerica Incorporated •Executive Vice President (August 2010 to January 2023), Executive Director of Commercial Underwriting (February 2017 to May 2020), Comerica Bank


						Megan D. Crespi Senior EVP and Chief Operating Officer Executive Officer since 2020 Age 50 •Senior Executive Vice President and Chief Operating Officer (since January 2023), Comerica Incorporated and Comerica Bank •Executive Vice President and Chief Enterprise Technology & Operations Services Officer (March 2020 to January 2023), Comerica Incorporated and Comerica Bank •Chief Technology Officer (November 2018 to March 2020), Ally Financial •Chief Information Officer — Auto Finance (August 2014 to October 2018), Ally Financial, a financial services organization

2024 Proxy Statement

Comerica Incorporated

Other Information



Curtis C. Farmer Chairman, President and CEO Executive Officer since 2008 Age 61 •Chairman (since January 2020), President (since April 2015) and Chief Executive Officer (since April 2019), Comerica Incorporated and Comerica Bank •Vice Chairman (April 2011 to April 2015), Comerica Incorporated and Comerica Bank •Executive Vice President (October 2008 to April 2011), Comerica Incorporated and Comerica Bank •Director of Comerica Incorporated since July 2018


						Allysun C. Fleming EVP, Head of Payments Executive Officer since 2022 Age 43 •Executive Vice President, Head of Payments (since August 2022), Comerica Incorporated and Comerica Bank •Head of Customer Transformation (September 2021 to July 2022), Wells Fargo Bank North America •Head of TM Client Delivery (April 2020 to September 2021), Wells Fargo Bank North America •Leadership Assignment / Head of Make It Easy Program (May 2018 to April 2020), Wells Fargo Bank North America


Brian S. Goldman Senior EVP and Chief Risk Officer Executive Officer since 2023 Age 49 •Senior Executive Vice President and Chief Risk Officer (since December 2023), Comerica Incorporated and Comerica Bank •Managing Director, Head of Operational Risk - Institutional Client Group (July 2020 to November 2023) Citigroup, a financial services organization •Head of Operational Risk (December 2018 to July 2020), Goldman Sachs, a financial services organization

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						Von E. Hays Senior EVP and Chief Legal Officer Executive Officer since 2022 Age 52 •Senior Executive Vice President (since January 2024), Executive Vice President (August 2022 to January 2024) and Chief Legal Officer (since August 2022), Comerica Incorporated and Comerica Bank •Senior Vice President, Interim Chief Legal Officer (May 2022 to August 2022), Comerica Incorporated and Comerica Bank •Senior Vice President, General Counsel – Human Resources, Litigation and Corporate Operations (February 2013 to May 2022), Comerica Incorporated and Comerica Bank


James J. Herzog Senior EVP and Chief Financial Officer Executive Officer since 2019 Age 61 •Senior Executive Vice President (since January 2023) and Chief Financial Officer (since February 2020), Comerica Incorporated and Comerica Bank •Executive Vice President (November 2011 to January 2023), Interim Chief Financial Officer (September 2019 to February 2020) and Treasurer (November 2011 to February 2020), Comerica Incorporated and Comerica Bank


						Cassandra M. McKinney EVP, Retail Bank Executive Officer since 2020 Age 63 •Executive Vice President, Retail Bank (since April 2020), Comerica Incorporated and Comerica Bank •Senior Vice President, National Director of Retail Delivery and Strategic Services (2016-April 2020), Comerica Bank •Senior Vice President, Director of Retail Operations (2011-2016), Comerica Bank •Senior Vice President, Retail Director of Product and Sales Management (2005-2011), Comerica Bank

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Bruce Mitchell EVP and Chief Information Officer Executive Officer since 2024 Age 51 •Executive Vice President and Chief Information Officer (since January 2024), Comerica Incorporated •Executive Vice President and Chief Information Officer (since November 2020), Comerica Bank •Executive Vice President (since January 2021), Comerica Bank •Senior Vice President and Chief Information Officer of Wealth & Insurance Technology, March 2018 to October 2020, TD Bank


						Christine M. Moore EVP and General Auditor Executive Officer since 2016 Age 61 •Executive Vice President (since July 2016) and General Auditor (since May 2016), Comerica Incorporated and Comerica Bank •Senior Vice President (January 2007 to July 2016) and Deputy General Auditor (September 2013 to May 2016), Comerica Incorporated and Comerica Bank •Senior Vice President, Audit Director (January 2007 to September 2013), Comerica Incorporated and Comerica Bank


Michael T. Ritchie EVP, Head of National and Specialty Businesses Executive Officer since 2022 Age 55 •Executive Vice President (since July 2023) and Head of National and Specialty Businesses (since 2022), Comerica Incorporated and Comerica Bank •Michigan Market President (May 2013 to July 2022), Comerica Bank •Executive Vice President (since February 2013), Comerica Incorporated •Executive Vice President (since February 2010), Comerica Bank

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						Peter L. Sefzik Senior EVP and Chief Banking Officer Executive Officer from 2015-2018 and 2019-Present Age 48 •Senior Executive Vice President and Chief Banking Officer (since January 2023), Comerica Incorporated and Comerica Bank •Executive Vice President, Commercial Bank (July 2018 to January 2023), Comerica Incorporated and Comerica Bank •Executive Vice President (September 2015 to July 2018), Comerica Incorporated and President - Texas Market (September 2015 to July 2018), Comerica Bank


James H. Weber EVP and Chief Experience Officer Executive Officer since 2019 Age 61 •Executive Vice President and Chief Experience Officer (since January 2020), Comerica Incorporated •Executive Vice President and Chief Marketing Officer (February 2012 to January 2020), Comerica Incorporated •Senior Vice President, Corporate Marketing and Communications (July 2007 to February 2012), Comerica Incorporated

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SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the number of shares of Comerica common stock each of Comerica’s directors, each NEO, and all directors and executive officers or Section 16 officers taken together have "beneficial ownership," because either: (a) each had or shared voting or investment power as of February 23, 2024; or (b) could acquire either such power by April 23, 2024 (60 days after the Record Date) through stock option exercise, continued service, or voluntarily departure. Unless indicated otherwise, each individual has sole investment and voting power (or shares those powers with their spouse or other family members) with respect to the shares. None of these shares are pledged; Comerica does not permit its directors and employees to hedge or pledge shares of its common stock.

This table also separately quantifies each Director's restricted stock units. Restricted stock units are paid in shares of Comerica common stock one year after the Director departs the Board, and so also serve to align the director's interests with those of common shareholders.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Beneficial Ownership as Percent of Class	Director RSUs

Arthur G. Angulo	—		*	2,463
Nancy Avila	—		*	4,162
Megan D. Burkhart	47,315	(1)	*	22,690
Michael E. Collins	—		*	14,409
Roger A. Cregg	5,000	(2)	*	40,380
Megan D. Crespi	35,971	(3)(4)	*	36,745
Curtis C. Farmer	239,383	(3)	*	108,755
M. Alan Gardner	—		*	2,463
James J. Herzog	40,001	(3)(4)(5)	*	27,305
Jacqueline P. Kane	13,802		*	35,580
Derek J. Kerr	—		*	2,463
Richard G. Lindner	32,705	(6)(7)	*	38,565
Jennifer H. Sampson	—		*	2,463
Peter L. Sefzik	41,572		*	16,037
Barbara R. Smith	—		*	12,634
Robert S. Taubman	14,685		*	44,198
Reginald M. Turner, Jr.	1,458		*	43,605
Nina G. Vaca (Ximena G. Humrichouse)	—		*	35,580
Michael G. Van de Ven	5,000	(8)	*	14,409
Directors and current executive officers as a group (32 people)	247,350	(9)(10)	*

*Represents holdings of less than one percent of class.

(1)Includes 18,514 shares held jointly with her spouse.

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(2)Includes 5,000 shares held jointly with his spouse.

(3)Includes restricted stock units held by individuals that will vest as of April 23, 2024: Ms. Crespi, 913 restricted stock units; Mr. Farmer, 1,187 restricted stock units and Mr. Herzog, 523 restricted stock units.

(4)Includes stock options the person may exercise by April 23, 2024, as follows: Ms. Crespi, 1,773 options and Mr. Herzog, 1,015 options.

(5)Includes the following number of shares deferred under nonqualified deferred compensation plans that represent no Comerica common stock voting or investment power, but that the person could acquire as shares of Comerica common stock with voting or investment power by April 23, 2024 ("Deferred Beneficial Shares"): Mr. Herzog, 1,598 shares.

(6)Includes the following number of Deferred Beneficial Shares: Richard G. Lindner, 15,211 shares.

(7)Includes 3,092 shares held by the Lindner 2006 Living Trust 12/18/2006 and 6,232 shares held by spouse through Christy L. Lindner 2020 Family Trust.

(8)Includes 5,000 shares held by the Van de Ven 2008 Family Trust.

(9)Includes 46,291 shares of Comerica common stock over which a director, executive officer, or Section 16 officer has or shares voting and investment power. Also includes options to purchase 247,350 shares of Comerica common stock that an executive officer or Section 16 officer could exercise by April 23, 2024 and 28,905 of directors' and executives' respective Deferred Beneficial Shares.

(10)As of February 23, 2024, consists of fourteen non-employee directors and eighteen current executive officers and/or Section 16 officers, one of whom is an employee director.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

The following lists each shareholder who beneficially owned more than 5% of Comerica common stock as of December 31, 2023, based solely on information publicly reported by the shareholder to the SEC on Schedule 13G or 13G/A on January 25, 2024 and February 13, 2024.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 2023


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class


BlackRock, Inc. and certain affiliates
50 Hudson Yards New York, NY 10001
	11,823,218	(1)	9.0%


State Street Corporation and certain affiliates
State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114
	7,155,372	(2)	5.4%


The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355
	16,878,129	(3)	12.8%

(1)Beneficial owner disclosed sole power to vote 11,446,272 shares and sole power to dispose 11,823,218 shares.

(2)Beneficial owner disclosed shared power to vote 467,326 shares and shared power to dispose 7,145,780 shares.

(3)Beneficial owner disclosed shared power to vote 141,230 shares, sole power to dispose 16,408,801 shares, and shared power to dispose 469,328 shares.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AS OF DECEMBER 31, 2023


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)

Equity compensation plans approved by security holders(1)(2)
Employee Options	2,083,007		$64.03
Employee SELTPP Units and RSUs	1,955,690		N/A
Director RSUs	289,732		N/A
				3,676,526	(3)
Employee Stock Purchase Plan				4,876,955
Equity compensation plans not approved by security holders(4)
Deferred Compensation Plans	163,936		N/A	—
Total	4,492,365	(5)	$64.03	8,553,481

(1)Consists of (a) options to acquire shares of Comerica common stock issued under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (the “2006 LTIP”) and the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan (the “Current LTIP”); (b) target number of stock-settled SELTPP units issued under the Current LTIP; and (c) restricted stock units (“RSUs”) equivalent to shares of Comerica common stock issued under the 2006 LTIP, the Current LTIP, the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (the “Old Non-Employee Director Plan”) and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (the “2015 Non-Employee Director Plan”). At payout, the target number of SELTPP units may be reduced to zero or increased by up to 150%. The 2021 SELTPP grants vested and were settled at 150.0% of target on February 26, 2024, resulting in the vesting of an additional 143,786 SELTPP units above what is shown in the table.

The Current LTIP in its original form was approved by Comerica’s shareholders on April 24, 2018, and its amendment and restatement was approved by Comerica's shareholders on April 27, 2021. The 2015 Non-Employee Director Plan, the Old Non-Employee Director Plan and the 2006 LTIP have been terminated.

(2)Also includes (a) shares available for future sale under the current ESPP and (b) shares available for future matching under the former ESPP. Although no new employee stock purchases can be made under the old ESPP, certain shares purchased under the old ESPP prior to June 30, 2021 were eligible for Company matching. The final match under the old ESPP was made in February 2023. The current ESPP was approved by Comerica's shareholders on April 27, 2021.

(3)These shares are available for future issuance under the Current LTIP in the form of options, stock appreciation rights, restricted stock, RSUs, other stock-based awards and cash awards. Under the Current LTIP, no award recipient may receive more than 500,000 shares during any calendar year, and the maximum number of shares underlying awards of options and stock appreciation rights that may be granted to an award recipient in any calendar year is 1,000,000. No participant who is a non-employee director of Comerica may be granted awards with a grant date fair value in excess of $500,000 per calendar year. No shares are available for future issuance under the Old Non-Employee Director Plan or the 2015 Non-Employee Director Plan, other than pursuant to dividend reinvestment under outstanding award agreements, or the 2006 LTIP.

(4)Includes shares issuable upon distribution of deferred compensation benefits pursuant to the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (the “Employee Common Stock Deferral Plan”) and the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (the “Director Common Stock Deferral Plan”). The number of shares remaining available for future issuance under the Employee Common Stock Deferral Plan and the Director Common Stock Deferral Plan is not presently determinable.

(5)In total, the weighted-average term for all outstanding stock options is 5.0 years.

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Other Information

All securities authorized or to be issued consist of Comerica common stock.

Most of the equity awards granted by Comerica during 2023 were under the shareholder-approved Current LTIP.

For additional information regarding Comerica’s equity compensation plans, please refer to Notes 1 and Note 16 to the Consolidated Financial Statements contained in Comerica’s Annual Report on Form 10-K for the year ended December 31, 2023.

Plans not approved by Comerica’s shareholders include:

Director and Employee Common Stock Deferral Plans.Pursuant to the Director Common Stock Deferral Plan and the Employee Common Stock Deferral Plan (the “Deferred Compensation Plans”), directors and eligible employees may invest specified portions of their compensation into units that correlate to, and are functionally equivalent to, shares of Comerica common stock. The participants’ accounts under the Deferred Compensation Plans are increased to the extent of dividends paid on Comerica common stock to reflect the number of additional shares of Comerica common stock that could have been purchased had the dividends been paid on each share of Comerica common stock hypothetically underlying then-outstanding stock units in the participants’ accounts. Following the applicable deferral period, the distribution of a participant’s Comerica stock unit account under the applicable Deferred Compensation Plan is made in Comerica common stock (with fractional shares being paid in cash).

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires Comerica Directors, certain Comerica officers, and beneficial owners of more than 10% of Comerica equity securities to file reports of Comerica equity security ownership with the SEC. It also requires such persons to file reports of changes in such ownership within two business days. A Form 4 disclosing a Comerica grant of Restricted Stock Units to Arthur Angulo filed on July 28, 2023 was one day late, caused by a delay in the generation of his SEC EDGAR codes due to technical difficulties. Based solely upon a review of the filings furnished to Comerica in 2023 or written representations that no Form 5 was required, Comerica believes that all other filings required to be made by reporting persons were timely made in accordance with the requirements of the Exchange Act.

COMMUNICATION WITH THE NON-MANAGEMENT DIRECTORS AND BOARD

Interested parties may communicate directly with the Board's Facilitating Director, Barbara R. Smith, or with the non-management directors as a group by sending written correspondence, delivered via United States mail or courier service, to Comerica's principal executive offices: Corporate Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6506, Dallas, Texas 75201, Attn: Non-Management Directors. Alternatively, shareholders may send communications to the full Board by sending written correspondence, delivered via United States mail or courier service, to: Corporate Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6506, Dallas, Texas 75201, Attn: Full Board of Directors. The Board of Directors’ current practice is that the Corporate Secretary will relay all communications received to the Facilitating Director, in the case of communications to non-management directors, and to the Chairman of the Board, in the case of communications to the full Board.

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Other Information

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING

SEC Rules 14a-8 and 14a-19

To be considered for inclusion in next year’s proxy statement, shareholder proposals must comply with applicable laws and regulations, including Rule 14a-8 promulgated under the Exchange Act, as well as Comerica’s bylaws, and must be submitted in writing to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6506, Dallas, Texas 75201, and received by November 11, 2024.

To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2025, as well as complying with the procedures set forth in Comerica's bylaws.

Advance Notice Procedures

Comerica’s bylaws also establish advance notice procedures with regard to shareholder proposals and director nominations that are not submitted for inclusion in the proxy statement but that a shareholder instead wishes to present directly at an Annual Meeting of Comerica’s shareholders. For the 2025 Annual Meeting of Shareholders, notice must be received by Comerica’s Corporate Secretary no later than the close of business on January 23, 2025 and no earlier than the close of business on December 24, 2025. If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 days before or more than 60 days after the date which is the one-year anniversary of this year’s Annual Meeting date (i.e., April 23, 2025), or if a special meeting of shareholders is called for the purpose of electing directors, Comerica’s Corporate Secretary must receive your notice no earlier than the close of business on the 120th day prior to the new Annual Meeting or special meeting date and no later than the close of business on the later of the 90th day prior to the new Annual Meeting or special meeting date or the 10th day following the day on which Comerica first made a public announcement of the new Annual Meeting or special meeting date (and, in the case of a special meeting, of the nominees proposed by the Board of Directors to be elected at such meeting).

If Comerica increases the number of directors to be elected to the Board at the Annual Meeting and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the immediately preceding year’s Annual Meeting, then Comerica will consider your notice timely (but only with respect to nominees for any new positions created by such increase) if Comerica’s Corporate Secretary receives your notice no later than the close of business on the 10th day following the day on which Comerica first makes the public announcement of the increase in the number of directors.

Any shareholder making a proposal or a director nomination will need to disclose additional information regarding each person proposed for nomination for election as a director, the shareholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination or proposal is made, including disclosure of securities ownership, derivative and short positions and certain interests, as described in Comerica’s bylaws. Additionally, any director nominee would need to complete a written questionnaire and representations as described above under “Board and Committee Governance — Nominee Selection Process.”

Proxy Access Procedures

Article III of the bylaws permits a shareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of outstanding Comerica common stock for at least 3 years to nominate and include in Comerica’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws, including the advance notice procedures set forth above.

Additional Requirements; Changes

Comerica’s bylaws contain additional shareholder proposal and director nomination requirements. A copy of Comerica’s bylaws can be obtained by making a written request to the Corporate Secretary. Comerica will disclose changes to dates described above, if any, in a quarterly report on Form 10-Q or another report it files with the SEC.

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MISCELLANEOUS INFORMATION

Householding

Because we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules, we will not household our proxy materials or notices to shareholders of record sharing an address. This means that shareholders of record who share an address will each be mailed a separate notice or paper copy of the proxy materials. However, we understand that certain brokerage firms, banks or other similar entities holding Comerica common stock for their customers may household proxy materials or notices. Shareholders sharing an address whose shares of Comerica common stock are held by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxy materials or notice and wish to receive separate copies of these materials in the future. Additional copies of our proxy materials are available upon request by contacting:


Corporate Secretary Comerica Incorporated Comerica Bank Tower 1717 Main Street, MC 6506 Dallas, Texas 75201 1-866-641-4276

Annual ~~Report.~~ Report

A copy of Comerica’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, as filed with the Securities and Exchange Commission, may be obtained without charge upon written request to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6506, Dallas, Texas 75201. You should not regard the ~~2022~~2023 Annual Report as proxy soliciting material.

Shareholder List

A list of shareholders of record will be available upon request for the ten days prior to the Annual Meeting through an electronic network site that you can gain access to by contacting InvestorRelations@comerica.com.

Expenses of Solicitation

Comerica pays the cost of preparing and printing the proxy statement and soliciting proxies. Comerica or its agents will solicit proxies primarily by mail, but may also solicit proxies personally and by telephone, the Internet, facsimile or other means. Comerica will use the services of Innisfree M&A Incorporated, a proxy solicitation firm, at a cost of $15,000 plus out-of-pocket expenses and fees for solicitation services. Officers and regular employees of Comerica and its subsidiaries may also solicit proxies, but they will not receive additional compensation for soliciting proxies. Comerica also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners of Comerica common stock.

Interests of Directors and Executives

Because they would receive compensation for their services as directors, Comerica's director nominees have an interest in their election to the Board. Comerica's directors and executive officers would be eligible for awards under the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as Further Amended and Restated, and accordingly have an interest in the proposed approval of that plan.

Shares Outstanding

Comerica had 132,373,205 shares of common stock outstanding as of the Record Date.




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Other Information

Forward-Looking Statements

This document includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, Comerica may make other written and oral communications from time to time that contain such statements. All statements regarding the Corporation's expected financial position, strategies and growth prospects as well as general economic conditions expected to exist in the future are forward-looking statements. The words, “anticipates,” “believes,” "contemplates," “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “opportunity,” “initiative,” “outcome,” “continue,” “remain,” “maintain,” "on track," “trend,” “objective,” “looks forward,” "projects," "models," "plan" and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements. Comerica cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date the statement is made, and Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors mentioned elsewhere in this report or previously disclosed in the Corporation's SEC reports (accessible on the SEC's website at www.sec.gov or on the Corporation's website at www.comerica.com), actual results could differ materially from forward-looking statements and future results could differ materially from historical performance due to a variety of reasons, including but not limited to, the following factors:

•changes in customer behavior may adversely impact the Corporation's business, financial condition and results of operations;

•unfavorable developments concerning credit quality could adversely affect the Corporation's financial results;

•declines in the businesses or industries of the Corporation's customers could cause increased credit losses or decreased loan balances, which could adversely affect the Corporation;

•governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact the Corporation's financial condition and results of operations;

•fluctuations in interest rates and their impact on deposit pricing could adversely affect the Corporation's net interest income and balance sheet;

•the Corporation's transition away from the Bloomberg Short-Term Bank Yield Index could adversely affect its financial results;

•the Corporation must maintain adequate sources of funding and liquidity to meet regulatory expectations, support its operations and fund outstanding liabilities;

•reduction in the Corporation's credit ratings could adversely affect the Corporation and/or the holders of its securities;

•the soundness of other financial institutions could adversely affect the Corporation;

•security risks, including denial of service attacks, hacking, social engineering attacks targeting the Corporation’s colleagues and customers, malware intrusion or data corruption attempts, and identity theft, could result in the disclosure of confidential information, adversely affect its business or reputation, and create significant legal and financial exposure;

•cybersecurity and data privacy are areas of heightened legislative and regulatory focus;

•the Corporation’s operational or security systems or infrastructure, or those of third parties, could fail or be breached, , which could disrupt Comerica’s business and adversely impact the Corporation’s results of operations, liquidity and financial condition, as well as cause legal or reputational harm;

•the Corporation relies on other companies to provide certain key components of its delivery systems, and certain failures could materially adversely affect operations;

•legal and regulatory proceedings and related financial services industry matters, including those directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial services industry in general;

•the Corporation may incur losses due to fraud;

•controls and procedures may fail to prevent or detect all errors or acts of fraud;

•changes in regulation or oversight, or changes in Comerica’s status with respect to existing regulations or oversight, may have a material adverse impact on the Corporation's operations;

•compliance with more stringent capital requirements may adversely affect the Corporation;

•changes to tax law or regulations, or changes to administrative or judicial interpretations of tax law or regulations, could adversely affect the Corporation;

•damage to the Corporation’s reputation could damage its businesses;

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•the Corporation may not be able to utilize technology to develop, market and deliver new products and services to its customers;

•competitive product and pricing pressures within the Corporation's markets may change;

•the introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect the Corporation's business;

•management's ability to maintain and expand customer relationships may differ from expectations;

•management's ability to retain key officers and employees may change;

•any future strategic acquisitions or divestitures may present certain risks to the Corporation's business and operations;

•general political, economic or industry conditions, either domestically or internationally, may be less favorable than expected;

•inflation could negatively impact the Corporation's business, profitability and stock price;

•methods of reducing risk exposures might not be effective;

•catastrophic events, including pandemics, may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation;

•climate change manifesting as physical or transition risks could adversely affect the Corporation's operations, businesses and customers;

•changes in accounting standards could materially impact the Corporation's financial statements;

•the Corporation's accounting policies and processes are critical to the reporting of financial condition and results of operations and require management to make estimates about matters that are uncertain;

•the Corporation's stock price can be volatile; and

•an investment in the Corporations' equity securities is not insured or guaranteed by the FDIC.

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Appendix A

Appendix I

COMERICA INCORPORATED

AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN

SECTION 1. Purpose; Definitions

The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives for future performance of services directly linked to the profitability of the Company’s businesses and increases in Company shareholder value.

For purposes of this Plan, the following terms are defined as set forth below, and certain other terms used herein have the definitions given to them in the first place in which they are used:

(a)“Affiliate” means a company or other entity controlled by, controlling or under common control with the Company.

(b)“Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

(c)“Award” means a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Cash Award granted pursuant to the terms of this Plan.

(d)“Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award.

(e)“Board” means the board of directors of the Company.

(f)“Business Combination” has the meaning set forth in Section 10(e)(iii).

(g)“Cash Award” means an Award granted under Section 8 of the Plan.

(h)“Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which a Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no Individual Agreement, if it does not define Cause or if a Change in Control has not occurred prior to the date of Termination of Service: (A) conviction of, or plea of guilty or nolo contendere by, the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) willful and deliberate failure on the part of the Participant in the performance of his or her employment duties in any material respect, (C) dishonesty in the course of fulfilling the Participant’s employment duties, (D) a material violation of the Company’s ethics and compliance program or (E) prior to a Change in Control, such other events as shall be determined by the Committee. Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review.

(i)“Change in Control” has the meaning set forth in Section 10(e).

(j)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

(k)“Committee” means the Committee referred to in Section 2.

(l)“Common Stock” means common stock, $5.00 par value per share, of the Company.

(m)“Company” means Comerica Incorporated, a Delaware corporation, or its successor.

(n)“Corporate Transaction” has the meaning set forth in Section 3(e).

(o)“Delegate” has the meaning set forth in Section 2(d).

(p)“Disability” means, for Eligible Individuals other than non-employee directors, unless otherwise provided in an Award Agreement, permanent and total disability as determined under the Company’s Long-Term Disability Plan applicable to the Participant; provided that, in any case, for an Award that is subject to Section 409A of the Code, “Disability” means “disability” as defined in Section 409A(a)(2)(C) of the Code. For non-employee directors, “Disability” means any medically determinable physical or mental impairment of a non-employee director

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that results in such individual being unable to engage in any substantial gainful activity which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(q)“Disaffiliation” means a Subsidiary’s or an Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

(r)“Effective Date” has the meaning set forth in Section 12(a).

(s)“Eligible Individuals” means officers, employees, non-employee directors and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective officers, employees, non-employee directors and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.

(t)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(u)“Fair Market Value” means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the most recent prior date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee may select. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Section 409A and Section 422(c)(1) of the Code.

(v)“Full-Value Award” means any Award other than a Stock Option, Stock Appreciation Right or Cash Award.

(w)“Good Reason” means, unless otherwise provided in an Award Agreement, (i) “Good Reason” as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which the Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no such Individual Agreement or if it does not define Good Reason, the occurrence of any of the following without a Participant’s consent: (A) a material reduction in the Participant’s annual base salary or target short-term incentive compensation opportunity, in each case, from that in effect immediately prior to the Change in Control; or (B) a mandatory relocation of the Participant’s principal location of employment to a location that is more than fifty (50) miles from his or her principal employment location immediately prior to the Change in Control and increases the distance between such Participant’s home and principal employment location. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (B) within ninety (90) days following the Participant’s knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may cure the condition, if curable. If the Company fails to cure the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within one (1) year following the end of the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (A) through (B) shall not affect the Participant’s ability to terminate employment for Good Reason.

(x)“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

(y)“Incentive Stock Option” means any Stock Option designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.

(z)“Incumbent Board” has the meaning set forth in Section 10(e)(ii).

(aa)“Indemnified Person” has the meaning set forth in Section 13(k).

(bb)“Individual Agreement” means, solely with respect to periods on or after a Change in Control, a change in control, severance or salary continuation agreement between a Participant and the Company or one of its Subsidiaries or Affiliates, which, for the avoidance of doubt, does not include any arrangement providing for similar benefits under a plan or policy.

(cc)“Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(dd)“Other Stock-Based Award” means Awards granted to a Participant under Section 9 of this Plan.

(ee)“Outstanding Company Common Stock” has the meaning set forth in Section 10(e)(i).

(ff)“Outstanding Company Voting Securities” has the meaning set forth in Section 10(e)(i).

(gg)“Participant” means an Eligible Individual to whom an Award is or has been granted.

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(hh)“Performance Goals” means the performance goals established by the Committee in connection with the grant of an Award. Such goals shall be based on the attainment of specified levels of one or more of the following measures: (a) earnings per share (including variations thereof, such as diluted earnings per share, earnings per common share or diluted earnings per common share), (b) return measures (including, but not limited to, return on assets, average assets, equity, common equity or sales or shareholder payout ratio), (c) income measures (before or after taxes, including, but not limited to, net income, net interest income and noninterest income), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner’s equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica’s Sustainability report, such as percentage reduction in paper consumption, water use, greenhouse gas emissions and/or landfill waste), (p) asset quality, (q) net interest margin, (r) deposit growth, (s) cost control, (t) liquidity, (u) objective customer service measures or indices, (v) customer satisfaction reports and (w) any other objective or subjective measures determined by the Committee, in each case with respect to the Company or any one or more Subsidiaries, divisions, business units or business segments thereof, or individual performance, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). Without limiting the generality of the foregoing, in measuring the achievement of the Performance Goals, the Committee may make such adjustments as it determines to be appropriate, including for items that are unusual in nature or occur infrequently, the impact of charges for restructurings, discontinued operations, force majeure events (such as a natural disaster, severe weather event, act of war, terrorist attack, pandemic or other similar event), the effect of accounting or tax changes and other items.

(ii)“Person” has the meaning set forth in Section 10(e)(i).

(jj)“Plan” means the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time.

(kk)“Prior Plans” means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as amended to date, and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors, as amended to date.

(ll)“Replaced Award” has the meaning set forth in Section 10(b).

(mm)“Replacement Award” has the meaning set forth in Section 10(b).

(nn)“Restricted Stock” means an Award granted under Section 6.

(oo)“Restricted Stock Unit” has the meaning set forth in Section 7(a).

(pp)“Retirement” means, as it pertains to officers and employees, except as otherwise provided by the Committee, retirement from active employment with the Company or any Affiliate on or after age 65 or after attainment of both age 55 and at least ten (10) years of service with the Company or its Affiliates (as reflected in the Company’s records).

(qq)“Section 16(b)” has the meaning set forth in Section 2(g).

(rr)“Section 409A CIC” has the meaning set forth in Section 10(a).

(ss)“Separation from Service” has the meaning set forth in Section 1(yy).

(tt)“Share” means a share of Common Stock.

(uu)“Stock Appreciation Right” means an Award granted under Section 5(b).

(vv)“Stock Option” means an Award granted under Section 5(a).

(ww)“Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(xx)“Term” means the maximum period during which a Stock Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as specified in the applicable Award Agreement.

(yy)“Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant’s employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service, and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall also be deemed to incur a Termination of Service if, as a result of a

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Disaffiliation, such Subsidiary, Affiliate or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or any Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Service. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”).

SECTION 2. Administration

(a)Committee. This Plan shall be administered by the Board directly, or if the Board elects, by the Governance, Compensation and Nominating Committee or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the “Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.

Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:

(i)To select the Eligible Individuals to whom Awards may from time to time be granted;

(ii)To determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and Cash Awards or any combination thereof are to be granted hereunder;

(iii)To determine the number of Shares to be covered by each Award granted hereunder or the amount of any Cash Award;

(iv)To approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(c)) or any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Affiliate);

(v)To modify, amend or adjust the terms and conditions (including, but not limited to, Performance Goals) of any Award (subject to Section 5(c) and Section 5(d)), at any time or from time to time, including, without limitation, in order to comply with tax and securities laws and to comply with changes of law and accounting standards;

(vi)To determine to what extent and under what circumstances Common Stock or cash payable with respect to an Award shall be deferred, either automatically or at the election of a Participant;

(vii)To determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;

(viii)To adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable;

(ix)To establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(x)To interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto);

(xi)To decide all other matters that must be determined in connection with an Award; and

(xii)To otherwise administer this Plan.

(b)Procedures.

(i)The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and, subject to Section 2(g), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any officer or officers selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

(ii)Any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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(c)Discretion of Committee. Subject to Section 1(h), any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Company, Participants and Eligible Individuals.

(d)Cancellation or Suspension. Subject to Section 5(c), the Committee may cancel all or any portion of any Award, whether or not vested or deferred, as set forth below. Upon cancellation, the Participant shall forfeit the Award and any benefits attributable to such canceled Award or portion thereof. The Committee may cancel an Award if, in its sole discretion, the Committee determines in good faith that the Participant has done any of the following: (i) been convicted of, or plead guilty or nolo contendere to, a charge of commission of a felony under federal law or the law of the state in which such action occurred; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company. The Senior Executive Vice President—Chief Administrative Officer, or such other officer designated from time to time by the Committee (the “Delegate”), shall have the power and authority to suspend all or any portion of any Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This Section 2(d) shall have no application following a Change in Control.

(e)Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Participant’s acceptance of the applicable Award Agreement within the time period specified in the Award Agreement, unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12(d) hereof.

(f)Minimum Vesting Period. Except for Awards granted with respect to a maximum of 5% of the Shares authorized in the first sentence of Section 3(a), Award Agreements shall not provide for a designated vesting period of less than one (1) year.

(g)Section 16(b). The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and all such transactions will be exempt from) the short-swing profit recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

SECTION 3. Common Stock Subject to Plan

(a)Authorized Shares. The maximum number of Shares that may be issued pursuant to Awards granted under this Plan shall be 9,785,000 Shares. Shares subject to an Award under this Plan may be authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise, at the sole discretion of the Committee.

(b)Prior Plans. On and after the Effective Date, no new awards may be granted under the Prior Plans, it being understood that (i) awards outstanding under the Prior Plans as of the Effective Date shall remain in full force and effect under the applicable Prior Plan according to their respective terms, and (ii) to the extent that any such award is forfeited, terminates, expires or lapses without being exercised (to the extent applicable), or is settled for cash, the Shares subject to such award not delivered as a result thereof, including any Shares that are unearned under performance awards taking into account the maximum possible payout, shall again be available for Awards under this Plan.

(c)Individual Limits. No Participant, other than a non-employee director, may be granted (i) Stock Appreciation Rights and Stock Options covering in excess of 1,000,000 Shares during any calendar year, (ii) Full-Value Awards covering in excess of 500,000 Shares during any calendar year or (iii) Cash Awards in excess of $10,000,000 during any calendar year. No Participant who is a non-employee director of the Company may be granted during any calendar year Awards covering Shares with a grant date fair value in excess of $500,000.

(d)Rules for Calculating Shares Issued. To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards shall not be counted as Shares issued under this Plan. If tax withholding obligations relating to any Full-Value Award are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or the Company withholding Shares relating to such Award, the net number of Shares subject to the Award after payment of the tax withholding obligations shall be deemed to have been granted for purposes of the first sentence of Section 3(a). If the exercise price and/or tax withholding obligations relating to any Stock Option or Stock Appreciation Right are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or the Company withholding Shares relating to such Stock Option or Stock Appreciation Right, the gross number of Shares subject to the Stock Option or Stock Appreciation Right shall nonetheless be deemed to have been issued under this Plan.

(e)Adjustment Provisions.

(i)In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares

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or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal and (E) the exercise price of outstanding Awards.

(ii)In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s shareholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitation limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal, and (E) the exercise price of outstanding Awards.

(iii)In the case of Corporate Transactions, such adjustments may include: (A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Stock Option or Stock Appreciation Right shall conclusively be deemed valid); (B) the substitution of other property (including cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).

(iv)Any adjustments made pursuant to this Section 3(e) to Awards that are considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Section 3(e) to Awards that are not considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.

(v)Any adjustment under this Section 3(e) need not be the same for all Participants.

SECTION 4. Eligibility

Awards may be granted under this Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).

SECTION 5. Stock Options and Stock Appreciation Rights

(a)Stock Options. Stock Options may be granted alone or in addition to other Awards granted under this Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. The Award Agreement for a Stock Option shall indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

(b)Stock Appreciation Rights. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash or Shares in value equal to the product of (i) the excess of the Fair Market Value of one (1) Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

(c)Exercise Price; Prohibition on Repricing. The exercise price per Share subject to a Stock Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date. In no event may any Stock Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(e), to decrease the exercise price thereof, be cancelled in exchange for other Awards or in conjunction with the grant of any new Stock Option or Stock Appreciation Right with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Stock Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company’s shareholders. Further, except as provided in Section 3(e) hereof, the Committee may not, without prior approval of the Company’s shareholders, seek to effect any repricing of any previously granted “underwater” Stock Option or Stock Appreciation Right by repurchasing the underwater Stock Option or Stock Appreciation Right with cash. A Stock Option or Stock Appreciation Right shall be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Stock Option or Stock Appreciation Right is less than the exercise price of the Stock Option or Stock Appreciation Right.

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(d)Term. The Term of each Stock Option and each Stock Appreciation Right shall be fixed by the Committee, but no Stock Option or Stock Appreciation Right shall be exercisable more than ten (10) years after its Grant Date.

(e)Exercisability. Except as otherwise provided herein, Stock Options and Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.

(f)Method of Exercise. Subject to the provisions of this Section 5, Stock Options and Stock Appreciation Rights may be exercised, in whole or in part, at any time during the Term thereof, in accordance with the methods and procedures established by the Committee in the Award Agreement or otherwise.

(g)Delivery; Rights of Shareholders. A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld. Except as otherwise provided in Section 5(k), a Participant shall have all of the rights of a shareholder of the Company holding the number of Shares deliverable pursuant to such Stock Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares), when the Participant (i) has given proper notice of exercise, (ii) if requested, has given the representation described in Section 13(a) and (iii) in the case of a Stock Option, has paid in full for such Shares.

(h)Nontransferability of Stock Options and Stock Appreciation Rights. No Stock Option or Stock Appreciation Right shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) upon the Participant’s death, to a designated beneficiary pursuant to Section 13(f) hereof. Any Stock Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Stock Option is transferred pursuant to this Section 5(h), it being understood that the term “holder” and “Participant” include such guardian, legal representative and other transferee; provided, however, that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant.

(i)Termination of Service. The effect of a Participant’s Termination of Service on any Stock Option or Stock Appreciation Right then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Stock Option or Stock Appreciation Right. In no event shall a Stock Option or Stock Appreciation Right be exercisable after the expiration of its Term.

(j)Additional Rules for Incentive Stock Options. Notwithstanding any other provision of this Plan to the contrary, no Stock Option that is intended to qualify as an Incentive Stock Option may be granted to any Eligible Individual who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless at the time such Stock Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Stock Option by its terms is not exercisable after the expiration of five (5) years from the date such Stock Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time a Stock Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by its terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option.

(k)Dividends and Dividend Equivalents. Dividends (whether paid in cash or Shares) and dividend equivalents may not be paid or accrued on Stock Options or Stock Appreciation Rights; provided that Stock Options and Stock Appreciation Rights may be adjusted under certain circumstances in accordance with the terms of Section 3(e).

SECTION 6. Restricted Stock

(a)Administration. Shares of Restricted Stock are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of Restricted Stock will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 6(c).

(b)Book Entry Registration or Certificated Shares. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. If any certificate is issued in respect of Shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award, substantially in the following form:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Comerica Incorporated, 1717 Main Street, Dallas, Texas 75201.

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Comerica Incorporated

Appendix A

The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

(c)Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service):

(i)The Committee shall, prior to or at the time of grant, condition (A) the vesting of an Award of Restricted Stock upon the continued service of the applicable Participant, or (B) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Awards of Restricted Stock (including any applicable Performance Goals) need not be the same with respect to each recipient.

(ii)Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Awards of Restricted Stock for which such vesting restrictions apply, and until the expiration of such period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

(d)Rights of a Shareholder. Except as provided in this Section 6 and the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends; provided, however, that (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock shall be held subject to the vesting of the underlying Restricted Stock and (B) subject to Section 13(e), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid and shall be held subject to the vesting of the underlying Restricted Stock.

(e)Termination of Service. The effect of a Participant’s Termination of Service on any Share of Restricted Stock then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Share of Restricted Stock.

SECTION 7. Restricted Stock Units

(a)Nature of Awards. Restricted stock units and deferred share rights (together, “Restricted Stock Units”) are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in a specified number of Shares or an amount of cash equal to the Fair Market Value of a specified number of Shares.

(b)Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service):

(i)The Committee shall, prior to or at the time of grant, condition (A) the vesting of Restricted Stock Units upon the continued service of the applicable Participant or (B) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including any applicable Performance Goals) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.

(ii)Subject to the provisions of this Plan and the applicable Award Agreement, prior to the delivery of Shares in settlement of Restricted Stock Units, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.

(iii)The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 13(e) below).

(c)Rights of a Shareholder. A Participant to whom Restricted Stock Units are awarded shall have no rights as a shareholder with respect to the Shares represented by the Restricted Stock Units unless and until Shares are actually delivered to the participant in settlement thereof. The Award Agreement shall set forth any rights applicable to an Award of Restricted Stock Units to adjustment to reflect the deemed reinvestment in additional Restricted Stock Units of the dividends that would be paid and distributions that would be made with respect to the Award of Restricted Stock Units as if it consisted of actual Shares, subject to Section 13(e).

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Comerica Incorporated

Appendix A

(d)Termination of Service. The effect of a Participant’s Termination of Service on any Restricted Stock Unit then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Restricted Stock Unit.

SECTION 8. Cash Award

The Committee may grant awards to Eligible Individuals that are denominated and payable in cash in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. With respect to a Cash Award subject to Performance Goals, the Performance Goals to be achieved during any performance period and the length of the performance period shall be determined by the Committee upon the grant of such Cash Award. The conditions for grant or vesting and the other provisions of a Cash Award (including any applicable Performance Goals) need not be the same with respect to each recipient.

SECTION 9. Other Stock-Based Awards

The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (a) involve the transfer of actual Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, or other awards denominated in, or with a value determined by reference to, a number of Shares that is specified at the time of the grant of such Award, and (d) be designed to comply with applicable laws of jurisdictions other than the United States.

SECTION 10. Change-in-Control Provisions

(a)General. The provisions of this Section 10 shall, subject to Section 3(e), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.

(b)Impact of Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Stock Options and Stock Appreciation Rights shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Awards) and all Cash Awards (other than performance-based Cash Awards) shall vest in full, be free of restrictions and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a “Replacement Award”) is provided to the Participant pursuant to Section 3(e) to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”), and (ii) any performance-based Full Value Award or Cash Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)).

(c)Replacement Awards. An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (except that for any Replaced Award that is performance-based, the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such shorter period as determined by the Committee) and the applicable Performance Goals shall be deemed to be achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)); (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(e); (iii) the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(d)Termination of Service. Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Company other than for Cause or by the Participant for Good Reason within twenty-four (24) months following a Change in Control (or such longer period as specified in the applicable Award Agreement), (i) all Replacement Awards held by such Participant shall vest in full and be free of restrictions and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Stock Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Nonqualified Stock Option or Stock Appreciation Right.

(e)Definition of Change in Control. For purposes of this Plan, a “Change in Control” shall mean the happening of any of the following events:

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A-9

Comerica Incorporated

Appendix A

(i)An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(e); or

(ii)A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, for purposes of this Section 10(e), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board; or

(iii)The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding any other provision of this Plan, any Award Agreement or any Individual Agreement, for any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, a Change in Control shall not constitute a settlement or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change in Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations promulgated thereunder (a “Section 409A CIC”); provided, however, that whether or not a Change in Control is a Section 409A CIC, such Change in Control shall result in the accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee.

SECTION 11. Section 409A

This Plan and the Awards granted hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered and interpreted in all respects in accordance with Section 409A of the Code. Each payment under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Code that would otherwise be payable by reason of a Participant’s Separation from Service during the six (6)-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant’s Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the designated beneficiary of the Participant pursuant to Section 13(f) hereof within thirty (30) days following the date of the Participant’s death.

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Comerica Incorporated

Appendix A

SECTION 12. Term, Amendment and Termination

(a)Effectiveness. The Comerica Incorporated 2018 Long-Term Incentive Plan was originally approved by the Committee and adopted by the Board on February 27, 2018, and became effective on April 24, 2018, the date of approval by the Company’s shareholders (such original version of the Plan, the “Original 2018 Plan”). The Original 2018 Plan was subsequently amended and restated, through approval by the Committee and adoption by the Board on February 23, 2021, and it became effective on April 27, 2021, the date of approval by the Company’s shareholders (the “Prior 2018 Plan”). This current version of the Plan was approved by the Committee on February 26, 2024 and adopted by the Board on February 27, 2024, subject to and contingent upon approval by the Company’s shareholders. This Plan will be effective as of the date of such approval by the Company’s shareholders (the “Effective Date”). For the avoidance of doubt, if this Plan is not approved, the Prior 2018 Plan shall continue in effect.

(b)Termination. This Plan will terminate on the tenth (10th) anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

(c)Amendment of Plan. The Board or the Committee may amend, alter or discontinue this Plan, but no amendment, alteration or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including Section 409A of the Code, Applicable Exchange listing standards or accounting rules. In addition, no amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

(d)Amendment of Awards. Subject to Section 5(c), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, Applicable Exchange listing standards or accounting rules.

SECTION 13. General Provisions

(a)Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any Shares (whether in certificated or book-entry form) under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable.

(b)Additional Compensation Arrangements. Nothing contained in this Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees or directors.

(c)No Contract of Employment. This Plan shall not constitute a contract of employment, and adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(d)Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under this Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

(e)Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards). If sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 13(e). Any dividends or dividend equivalents credited with respect to any Award will be subject to the same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award.

(f)Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Participant after such Participant’s death may be exercised.

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Comerica Incorporated

Appendix A

(g)Governing Law and Interpretation. This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Whenever the words “include,” “includes” or “including” are used in this Plan, they shall be deemed to be followed by the words “but not limited to” and the word “or” shall be understood to mean “and/or” where the context so requires.

(h)Nontransferability. Except as otherwise provided in Section 5(h), or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution, in each case, for no value or consideration.

(i)Clawback Policy. Awards granted pursuant to this Plan shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries; provided, however, unless prohibited by applicable law, the Company’s recoupment (clawback) policy shall have no application to the Award (or the Shares, or payments received in respect of an Award) following a Change in Control.

(j)Whistleblowing. Nothing contained in this Plan prohibits a Participant from (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any government agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission.

(k)Indemnification. No member of the Board or the Committee or any designated officer, Delegate or employee (each, an “Indemnified Person”) shall have any liability to any person (including, without limitation, any Participant) for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any Award granted hereunder. The Company shall indemnify an Indemnified Person for all costs and expenses and, to the fullest extent permitted by applicable law and the Company’s governing documents, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with the administration of this Plan and the Awards granted hereunder.

(l)Unfunded Status of Plan. It is intended that this Plan constitute an “unfunded” plan. Neither the Company nor the Committee shall have any obligation to segregate assets or establish a trust or other arrangements to meet the obligations created under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligation created by the Plan and the Award Agreement. No such obligation shall be deemed to be secured by any pledge or encumbrance on the property of the Company.

2024 Proxy Statement

A-12

Comerica Incorporated

Appendix B

Reconciliations of Non-GAAP Financial Measures

The non-GAAP financial measures used for incentive awards include MIP EPS, SELTPP ROCE and MIP efficiency ratio. Comerica believes that these measurements, as defined in Comerica’s compensation programs, align the interests of employees with the interests of our shareholders in programs designed to attract, retain and motivate them to sustain our competitive advantages in the financial sector. See the Compensation Discussion and Analysis in this proxy statement for a description of why Comerica believes these adjusted measurements are meaningful and appropriate to Comerica's compensation programs. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.


(in millions, except per share data)
MIP EPS:	2023

Net income attributable to common shareholders	$	854
Plus:
FDIC special assessment (1)	109
Net BSBY cessation hedging losses (2)	88
Net charge-offs in lieu of provision expense for credit losses	67
Impact of 50% interest rate collar	22
Income tax impact of above items	(66)
MIP net income attributable to common shareholders	$	1,074
Diluted average common shares (in millions)	133
Diluted earnings per common share	$	6.44
MIP EPS	$	8.10

(1)Additional FDIC insurance expense resulting from the FDIC Board of Directors’ November 2023 approval of a special assessment to recover the loss to the Deposit Insurance Fund following the failures of Silicon Valley Bank and Signature Bank.

(2)The planned cessation of BSBY announced in November 2023 resulted in the de-designation of certain interest rate swaps requiring reclassification of amounts recognized in AOCI into earnings. Settlement of interest payments and changes in fair value for each impacted swap are recorded as risk management hedging losses until the swap is re-designated.

2024 Proxy Statement

B-1

Comerica Incorporated

Appendix B


(in millions, except per share data)
MIP Efficiency Ratio:	2023

Net interest income	$	2,514
Plus:
Impact of 50% interest rate collar	22
Net BSBY cessation hedging losses	(3)
MIP net interest income	$	2,533
Noninterest income	1,078
Plus:
Net BSBY cessation hedging losses	91
MIP noninterest income	$	1,169
Noninterest expense	2,359
Less:
FDIC special assessment	(109)
MIP noninterest expense	$	2,250
Net security gains	1
Visa Class B shares derivative contact	(8)
Efficiency ratio (1)	65.56		%
MIP efficiency ratio (1)	60.65		%

(1)Noninterest expenses as a percentage of the sum of net interest income and noninterest income excluding net gains (losses) from securities, a derivative contract tied to the conversion rate of Visa Class B shares and changes in the value of shares obtained through monetization of warrants.


(in millions, except per share data)
SELTPP ROCE:	2023			2022			2021

Net income	$	881		$	1,151		$	1,168
Less: Preferred dividends	(23)			(23)			(23)
Net income for return on average common shareholders' equity	858			1,128			1,145
Plus: net charge-offs in lieu of provision expense for credit losses, net of tax	51			34			(288)
Net income for SELTPP ROCE	$	909		$	1,162		$	857
Average common shareholders' equity	5,201			6,056			7,559
ROE	16.50		%	18.63		%	15.15		%
SELTPP ROCE	17.48		%	19.18		%	11.34		%

2024 Proxy Statement

B-2

Comerica Incorporated


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~~Notice of~~ ~~2023~~ ~~Annual Meeting of Shareholders~~			1
~~Executive Summary~~			2
~~Proposal~~ 1 ~~Submitted for your Vote — Election of Directors~~			11
~~Information about Nominees~~			12
~~Board and Committee Governance~~			19
~~Committees and Meetings of Directors~~			21
~~Non-Management Directors and Communication with the Board~~			23
~~Board Leadership Structure~~			23
~~Role in Risk Oversight~~			24
~~Transactions with Related Persons~~			24
~~Director Independence~~			26
~~Compensation Committee Interlocks and Insider Participation~~			27
~~Compensation of Directors~~			27
~~Proposal~~ 2 ~~Submitted for your Vote — Ratification of the Appointment of Independent Registered Public Accounting Firm~~			31
~~Independent Registered Public Accounting Firm~~			32
~~Audit Committee Report~~			34
~~Executive Officers~~			35
~~Proposal~~ 3 ~~Submitted for your Vote — Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation~~			40
~~Compensation Discussion and Analysis~~			41
~~Governance, Compensation and Nominating Committee Report~~			62
~~2022~~ ~~Summary Compensation Table~~			63
~~2022~~ ~~Grants of Plan-Based Awards~~			66
~~Outstanding Equity Awards at Fiscal Year-End~~ ~~2022~~			68
~~2022~~ ~~Option Exercises and Stock Vested~~			70
~~Pension Benefits at Fiscal Year-End~~ ~~2022~~			71
~~2022~~ ~~Nonqualified Deferred Compensation~~			73
~~Potential Payments upon Termination or Change of Control at Fiscal Year-End~~ ~~2022~~			75
~~Pay Versus Performance~~			78
~~Pay Ratio Disclosure~~			85
~~Securities Authorized for Issuance under Equity Compensation Plans~~			86
~~Proposal~~ 4 ~~Submitted for your Vote~~ — ~~Non-Binding, Advisory Proposal on the Frequency that Shareholders are to be Presented with Advisory Proposals Approving Executive Compensation~~			88
~~Security Ownership of Management~~			89
~~Security Ownership of Certain Beneficial Owners~~			91
~~Shareholder Proposals and Director Nominations for~~ ~~2024~~ ~~Annual Meeting~~			92
~~General Information for Shareholders~~ a ~~bout the Annual Meeting~~			93


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


For ESG Matters, Board-level Oversight									Board or its committees oversee and guide our corporate responsibility and ESG-related commitments, policies and programs
									Enterprise Risk Committee ("ERC") oversees all of Comerica’s risk management, including environmental and social risks (e.g., sustainability, climate change and corporate social responsibility) and data privacy and cybersecurity
									Governance, Compensation and Nominating Committee reviews Comerica’s human capital management strategy, talent development program and colleague diversity, equity and inclusion initiatives


and Management-level Execution									ESG Council identifies the most significant ESG issues for the ~~company;~~Company; determines strategies, priorities and goals; creates policies and programs to address these issues; and monitors and reports progress to the CEO and the Management Executive Committee
									Executive Diversity Committee, chaired by our CEO, sets the strategy and addresses key issues and topics relating to diversity, equity and inclusion ("DE&I")
									Enterprise Risk and Return Committee coordinates all risk-related activities across the ~~company,~~Company, including climate-related risks, and reports on these risks


Led by Senior Officers									Executive Vice President of Corporate Responsibility is a member of the Management Executive Committee
									Office of Corporate Responsibility includes Chief Community Officer and Director of Corporate Sustainability
									Chief DE&I Officer reports to ~~Chief Administrative Officer~~Executive Vice President of Corporate Responsibility


Notice of 2024 Annual Meeting of Shareholders			1
Executive Summary			2
Proposal 1 Submitted for your Vote — Election of Directors			12
Information about Nominees			13
Board and Committee Governance			22
Committees and Meetings of Directors			24
Board Leadership Structure			26
Role in Risk Oversight			27
Director Independence			28
Compensation Committee Interlocks and Insider Participation			30
Transactions with Related Persons			30
Compensation of Directors			31
Proposal 2 Submitted for your Vote — Ratification of the Appointment of Independent Registered Public Accounting Firm			34
Independent Registered Public Accounting Firm			35
Audit Committee Report			37
Proposal 3 Submitted for your Vote — Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation			38
Compensation Discussion and Analysis			39
Governance, Compensation and Nominating Committee Report			60
Summary Compensation Table			61
2023 Grants of Plan-Based Awards			63
Outstanding Equity Awards at Fiscal Year-End 2023			65
2023 Option Exercises and Stock Vested			68
Pension Benefits at Fiscal Year-End 2023			69
2023 Nonqualified Deferred Compensation			71
Potential Payments upon Termination or Change of Control at Fiscal Year-End 2023			73
Pay Versus Performance			76
Pay Ratio Disclosure			83
Proposal 4 Submitted for your Vote - Approval of the Comerica Incorporated Amended and Res tated 2018 Long-Term Incentive Plan, as Further Amended and Restated			85
General Information for Shareholders about the Annual Meeting			94
Other Inf ormation			97
Executive Officers			97
Security Ownership of Management			103
Security Ownership of Certain Beneficial Owners			105
Securities Authorized for Issuance under Equity Compensation Plans			106
Delinquent Section 16(a) Filings			107
Communication with Non-Management Directors and the Board			107
Shareholder Proposals and Director Nominations for 2025 Annual Meeting			108
Miscellaneous Information			109
Appendix A: Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as Further Amended and Restated			A-1
Appendix B: Reconciliation s of Non-GAAP Financial Measures			B-1


Sincerely,

Curtis C. Farmer Chairman, President and Chief Executive Officer			Barbara R. Smith Facilitating Director




"In ~~2022,~~2023, we ~~refreshed~~produced a strong year in the face of adversity. Our business model that has guided us for nearly 175 years once again proved resilient, and we demonstrated our Company’s core values. Driving collaboration, encouraging bold thinking and behaviors and empoweringability to successfully navigate disruptions. Our colleagues rallied to support our employees, all while remaining centrally focused on our customer is criticalcustomers through an uncertain time, ultimately helping to ~~achieving continued success.~~deliver record results." -Comerica Chairman, President and CEO, Curt Farmer



•Annual election of directors •Majority voting for directors •Annual self-evaluation by the Board and its committees •Regular assessment of Board composition — ~~three~~four new independent Board members added ~~since 2021~~in 2023 •Regularly-scheduled executive sessions of non-management directors •~~54%~~60% of the current Board is diverse, based on race, gender and/or ethnicity. Out of ~~thirteen~~fifteen Board members, five ~~(38%~~(33%) are female and ~~four (31%~~six (40%) are racially/ethnically ~~diverse.~~diverse •~~Twelve~~Fourteen out of ~~thirteen~~fifteen current directors ~~(92%~~(93%) are independent •Robust stock ownership guidelines •~~Anti-hedging~~Policy against hedging and pledging ~~policies~~of securities			•Proxy access •No directors attended less than 75% of meetings •Independent audit, compensation and nominating committees •Independent Facilitating Director with robust duties and responsibilities •~~Women hold key~~Key Board leadership ~~positions (Independent~~position of independent Facilitating Director ~~and compensation and nominating committee chair)~~held by a woman •Mandatory Board retirement ~~age:~~age of 72 •No director is permitted to serve on more than three other public company boards •Engagement in long-term corporate strategy on an ongoing basis and in an annual dedicated session


The directors standing for election are the only nominees, and each of them has been previously elected by the shareholders, except for Mr. ~~Kerr~~Angulo and ~~Ms. Sampson,~~Mr. Gardner, who were appointed to the Board effective ~~February 28,~~July 25, 2023. Each of the nominees has consented to his or her nomination and has agreed to serve as a director of Comerica, if elected. Proxies cannot be voted for a greater number of people than the number of nominees named. If any director is unable to stand for re-election, Comerica may vote the shares to elect any substitute nominees recommended by the Governance, Compensation and Nominating Committee, and it is intended that such shares represented by proxy, if given and unless otherwise specified therein, will be voted FOR the remaining nominees and substitute nominee or nominees so designated. If any such substitute nominees are so designated, Comerica would expect to provide supplemental proxy materials that, as applicable, identify the substitute nominees, disclose that such nominees have consented to being named in Comerica’s proxy materials and to serve if elected, and include biographical and other information about such nominees to the extent required by the rules of the ~~SEC.~~Securities and Exchange Commission ("SEC"). If the Governance, Compensation and Nominating Committee does not recommend any substitute nominees, the number of directors to be elected at the Annual Meeting may be reduced by the number of nominees who are unable to serve. Further information regarding the Board and the nominees begins directly below.						Comerica’s Board of Directors recommends a vote “FOR” each of the director candidates listed below.


						Nancy Avila Age: 5657 Director Since: 2022 ~~Title: Board Member~~


						Ms. Avila ~~(formerly known as Nancy Flores) has been~~is retired. She was Executive Vice President and Chief Information and Technology Officer for McKesson Corporation, a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care and healthcare information solutions, ~~since~~from January ~~2020.~~2020 to October 2023. She assisted in transition activities from October 2023 to December 2023, when she retired from McKesson. Prior to joining McKesson, Ms. Avila served as Vice President and Chief Information Officer at Johnson Controls, Inc., a manufacturer of car batteries and interior parts for combustion engine and hybrid electric vehicles, as well as energy-efficient HVAC systems, from March 2018 to December 2019. Before that, she spent 22 years at Abbott Laboratories, Inc., a global healthcare company, in several leadership roles, including, most recently, Vice President, Business and Technology Services, from June 2015 to February 2018.




						With 25 years of technology sector experience, Ms. Avila brings to Comerica's Enterprise Risk Committee a wealth of expertise addressing regulatory, technology, cyber and financial risk. Her knowledge in these areas, as well as the areas of software, infrastructure, application development tools and processes, operations, technology products and data and analytics, strengthens the Board's ability to advise on these important areas.


						Roger A. Cregg Age: 67 Director Since: 2006 Title: Audit Committee Chair


						Mr. Cregg was President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona, Texas and North Carolina, from December 2012 to October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006. He has been a director of Sterling Construction Company, Inc. since May 8, 2019.




						As the former Chief Executive Officer and Chief Financial Officer of public companies, Mr. Cregg has demonstrated the leadership capability and extensive knowledge of complex financial and operational issues necessary to chair our Audit Committee.


						Derek J. Kerr Age: 59 Director Since: 2023


						Mr. Kerr served as Vice Chair and Strategic Advisor of American Airlines Group Inc. (“AAG”) and President of American Eagle, a passenger airline, from December 2022 to September 2023. He retired from AAG and American Eagle in September 2023. From 2013 to December 2022, Mr. Kerr served as Executive Vice President and Chief Financial Officer of AAG and its wholly-owned subsidiary, American Airlines, Inc., overseeing global corporate risk, corporate development and corporate financial functions, including treasury, accounting, financial planning, labor and fleet analysis, tax, strategic planning, investor relations and purchasing. Prior to that, he served as Senior Vice President and Chief Financial Officer for US Airways, a role that he began in 2005, and was later promoted to Executive Vice President and Chief Financial Officer of US Airways in 2009 with an added responsibility for information technology. He previously worked at America West Airlines starting in 1996 and served in a variety of finance and planning roles until being named Chief Financial Officer in 2002.




						Mr. Kerr is an experienced financial leader with deep and broad exposure to complex financial issues. His service as Chief Financial Officer of public companies makes him a valuable asset to our Audit Committee. Mr. Kerr’s positions have provided him with a wealth of knowledge in dealing with financial and accounting matters, as well as risk management.


						Richard G. Lindner Age: 69 Director Since: 2008


						Mr. Lindner is retired. He served as Senior Executive Vice President and Chief Financial Officer of AT&T, Inc. (formerly SBC Communications, Inc.), a telecommunications company, from May 2004 to June 2011. From October 2000 to May 2004, he was the Chief Financial Officer of Cingular Wireless LLC (now AT&T Mobility LLC), a wireless telecommunications company. From October 2002 to March 2007, he served as a director of Sabre Holdings.


						As the former Chief Financial Officer of AT&T, Inc., Mr. Lindner has demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large organizations. In addition, Mr. Lindner is able to draw upon, among other things, his knowledge of several of our key geographic markets that he has gained through experience in the telecommunications industry.


						Jennifer H. Sampson Age: 54 Director Since: 2023


						Ms. Sampson is the McDermott-Templeton President and Chief Executive Officer of the not-for-profit United Way of Metropolitan Dallas, which focuses on improving access to education, income and health in North Texas. Prior to her role as Chief Executive Officer and President, she was Senior Vice President and Chief Operating Officer from 2004 to 2011, and Senior Vice President and Chief Financial Officer from 2001 to 2004 for United Way of Metropolitan Dallas. Additionally, Ms. Sampson previously worked for the accounting firm Arthur Andersen & Co. in various roles over ten years and is a licensed CPA. Ms. Sampson is active in community organizations and also served as a Business and Community Advisory Council Member for the Federal Reserve Bank of Dallas from July 2012 to June 2018.


						Ms. Sampson adds to the Board of Directors invaluable non-profit and community experience in Comerica’s headquarters market, in line with Comerica’s core value to act as a force for good. As well, she brings relevant banking and regulatory expertise from her time as a Business and Community Advisory Council Member for the Federal Reserve Bank of Dallas.


						Barbara R. Smith Age: 64 Director Since: 2017 Facilitating Director


						Ms. Smith has been Executive Chairman of the Board of Commercial Metals Company, a manufacturer, recycler and marketer of steel and metal products, since September 2023. From September 2017 to September 2023, she served as President, Chief Executive Officer and director, and from January 2018 to September 2023 she served as Chairman of Commercial Metals Company. She joined Commercial Metals Company as Senior Vice President and Chief Financial Officer in 2011 and served in that capacity until she was promoted to Chief Operating Officer in 2016 and President and Chief Operating Officer in January 2017. Previously, she served as Vice President and Chief Financial Officer of Gerdau Ameristeel from 2007-2011 and as Treasurer from 2006-2007. She also served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc. from February 2005 to July 2006. During the more than 20 prior years, Ms. Smith held positions of increasing financial leadership with Alcoa Inc. She was a director of Minerals Technologies Inc. from 2011 to July 2017, where she served as Chair of the Audit Committee and a member of the Compensation Committee.




						Ms. Smith brings to the Board a number of key skills, including relevant business leadership and management experience, expertise in geographic markets in which Comerica has a presence, including our headquarters market, and significant financial expertise garnered through the chief financial officer and treasury roles she has held during her professional career. Additionally, her strong leadership experience is instrumental in her service as Facilitating Director.


						Robert S. Taubman Age: 70 Director Since: 2000(1)


						Mr. Taubman is Chairman and CEO of The Taubman Realty Group LLC, which owns, develops and operates regional shopping centers nationally. He was Chairman of Taubman Centers, Inc. from December 2001 to December 2020; President and Chief Executive Officer of Taubman Centers, Inc. from August 1992 to December 2020 and President of The Taubman Realty Group from August 1992 to March 2021. He has been Chairman of The Taubman Company LLC, a shopping center management company engaged in leasing, management and construction supervision, since December 2001 and has been President and Chief Executive Officer of The Taubman Company LLC since September 1990. He served as a director of Taubman Centers, Inc. from 1992 until December 2020.


						As an executive involved in real estate development and operations, Mr. Taubman has demonstrated leadership capability and brings key experience in the real estate sector. He also brings insight through experience in many of Comerica’s geographic markets.


						Nina G. Vaca(2) Age: 52 Director Since: 2008


						Ms. Vaca has been Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a global workforce solutions provider offering staffing, managed services, payrolling and independent contractor compliance and a proprietary talent platform, since she founded the company in October 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a privately held management company, since April 1999. She has been a director of Cinemark Holdings, Inc. since November 2014, served as a director of Kohl’s Corporation from March 2010 to May 2019, and also serves as an independent director of Austin Industries starting in 2021. In 2014, the Obama Administration appointed Ms. Vaca as a Presidential Ambassador for Global Entrepreneurship. Ms. Vaca is also a Henry Crown Fellow at the Aspen Institute and a lifetime member of the Council on Foreign Relations.



						As a chief executive officer with experience in talent solutions, managed services and information technology, as well as successful entrepreneurial endeavors in the U.S. and abroad, Ms. Vaca offers a unique and insightful perspective to the Board.


						Michael G. Van de Ven Age: 62 Director Since: 2016 Title: Governance, Compensation and Nominating Committee Chair


						Mr. Van de Ven has been an executive advisor of Southwest Airlines Co., a passenger airline, since January 2023. Previously, he served as President from September 2021 to December 2022, Chief Operating Officer from May 2008 to December 2022, Executive Vice President from May 2008 to January 2017, Chief of Operations from September 2006 to May 2008, Executive Vice President Aircraft Operations from November 2005 through August 2006, and Senior Vice President Planning from August 2004 to November 2005. He joined Southwest in 1993 and held various positions and responsibilities for the airline including financial planning and analysis, fleet planning, aircraft operations and schedule planning. He also served as senior audit manager for Ernst & Young LLP for 9 years ending in 1993 and is a licensed CPA.



						Mr. Van de Ven brings to the Board a number of key skills, including relevant business management experience, a strong background in risk management, expertise in geographic markets in which Comerica has a presence, particularly our headquarters market, and a deep understanding of financial planning and accounting, among others.


						Michael E. Collins Age: 7172 Director Since: 2016 Title: Enterprise Risk Committee Chair


						Mr. Collins has served as the Chair and Senior Counselor of Blake Collins Group, a public relations and communications firm, since July 2013. He was an advisor to The Bancorp, Inc., a financial services institution, from July 2013 to November 2016. He also served as a consultant to the Federal Reserve Bank of Cleveland, a bank regulator, from November 2014 to March 2015 and as Executive Vice President and Lending Officer of the Federal Reserve Bank of Philadelphia, a bank regulator, from June 2009 to June 2011, where he worked in various capacities beginning in 1974. He was the President and Chief Executive Officer of TD Bank USA, a financial services institution, from March 2013 to July 2013 and Executive Vice President of TD Bank Group, a group of affiliated financial services entities, where he managed audit, legal, compliance, anti-money laundering, regulatory, loan review and government affairs functions from November 2011 to July 2013. He also was Executive Vice President of TD Bank Group and Strategic Advisor to TD Bank USA from September 2011 to October 2011. He was a director of Higher One Holdings, Inc. from April 2015 to August 2016.




						As a former banking and finance executive with nearly 40 years of regulatory experience, including service with the Federal Reserve Banks of Cleveland and Philadelphia, Mr. Collins brings to the Board a number of key skills, including a strong background in risk management and relevant business management experience, as well as a deep understanding of the financial services industry, including bank regulation. As the Chair of our Enterprise Risk Committee, his experience in identifying, assessing and managing risk exposures of large, complex financial firms allows Mr. Collins to provide invaluable insight to Comerica.


						~~Roger A. Cregg~~ ~~Age: 66 Director Since: 2006 Title: Audit Committee and Qualified Legal Compliance Committee Chair~~


						Mr. Cregg was President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona, Texas and North Carolina, from December 2012 to October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006. He has been a director of Sterling Construction Company, Inc. since May 8, 2019.



						As the former Chief Executive Officer and Chief Financial Officer of public companies, Mr. Cregg has demonstrated the leadership capability and extensive knowledge of complex financial and operational issues necessary to chair our Audit Committee.


						~~Curtis C. Farmer~~ ~~Age: 60 Director Since: 2018 Title: Chairman, President and CEO of Comerica~~


						Mr. Farmer has been Chairman (since January 2020); Chief Executive Officer (since April 2019); President (since April 2015); Vice Chairman (April 2011 to April 2015); and Executive Vice President (October 2008 to April 2011) of Comerica Incorporated and Comerica Bank. Prior to joining Comerica, Mr. Farmer served as Executive Vice President and Wealth Management Director of Wachovia Corporation from October 2005 to October 2008. During his 23 years of service to Wachovia, he held a variety of positions of increasing scope and responsibility. Mr. Farmer will join the board of directors of Texas Instruments Incorporated effective April 1, 2023.

						Mr. Farmer is an experienced financial services executive who has been nominated to serve on the Board because of his extensive skills and institutional knowledge in the areas of business and consumer banking. As Chairman, President and CEO of Comerica, he has a deep understanding of all aspects of Comerica’s core businesses and markets and has also supervised Comerica’s credit, marketing, enterprise technology and operations functions. At Comerica, Mr. Farmer successfully guided the Commercial Bank, Retail Bank and Wealth Management — along with several support functions — through the GEAR Up efficiency initiative and laid the foundation for Comerica to undergo the digital transformation that is underway today. Mr. Farmer is active in the banking industry and serves on the boards of the Bank Policy Institute and The Clearing House. He also has broad experience in wealth management and leadership through his long tenure at Wachovia Corporation.


						Jacqueline P. Kane Age: 7071 Director Since: 2008 ~~Title: Governance, Compensation and Nominating Committee Chair~~


						Ms. Kane is retired. She served as Executive Vice President, Human Resources and Corporate Affairs, from February 2015 to January 2016, Senior Vice President, Human Resources and Corporate Affairs, from December 2004 to February 2015, Senior Vice President, Human Resources from June 2004 to December 2004, and Vice President, Human Resources from March 2004 to May 2004 for The Clorox Company, a manufacturer and marketer of consumer products. From March 2003 to January 2004, she was Vice President, Human Resources and Executive Leadership for The ~~Hewlett-Packard~~Hewlett Packard Company, a technology company. Prior to her role at The ~~Hewlett-Packard~~Hewlett Packard Company, Ms. Kane spent 22 years in human resources in the financial services industry.


						As a former senior executive with experience in human resources, including compensation matters, as well as experience in several of our key geographic markets, Ms. Kane has a unique and insightful perspective to offer the Board. As the former Chair and a current member of our Governance, Compensation and Nominating Committee, she is able to use her experience and perspectives to offer best practices advice.


						~~Derek J. Kerr~~ ~~Age: 58 Director Since: 2023 Title: Board Member~~


						Mr. Kerr has been Vice Chair and Strategic Advisor of American Airlines Group Inc. (“AAG”) and President of American Eagle, a passenger airline, since 2022. From 2013 to 2022, he served as Executive Vice President and Chief Financial Officer of AAG and its wholly-owned subsidiary, American Airlines, Inc., overseeing global corporate risk, corporate development and corporate financial functions, including treasury, accounting, financial planning, labor and fleet analysis, tax, strategic planning, investor relations and purchasing. Prior to that, he served as Senior Vice President and Chief Financial Officer for US Airways, a role that he began in 2005, and was later promoted to Executive Vice President and Chief Financial Officer of US Airways in 2009 with an added responsibility for information technology. He previously worked at America West Airlines starting in 1996 and served in a variety of finance and planning roles until being named Chief Financial Officer in 2002.



						Mr. Kerr is an experienced financial leader with deep and broad exposure to complex financial issues. His service as Chief Financial Officer of public companies makes him a valuable asset to our Audit Committee. Mr. Kerr’s positions have provided him with a wealth of knowledge in dealing with financial and accounting matters, as well as risk management.


						~~Richard G. Lindner~~ ~~Age: 68 Director Since: 2008 Title: Board Member~~


						Mr. Lindner is retired. He served as Senior Executive Vice President and Chief Financial Officer of AT&T, Inc. (formerly SBC Communications, Inc.), a telecommunications company, from May 2004 to June 2011. From October 2000 to May 2004, he was the Chief Financial Officer of Cingular Wireless LLC (now AT&T Mobility LLC), a wireless telecommunications company. From October 2002 to March 2007, he served as a director of Sabre Holdings.

						As the former Chief Financial Officer of AT&T, Inc., Mr. Lindner has demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large organizations. In addition, Mr. Lindner is able to draw upon, among other things, his knowledge of several of our key geographic markets that he has gained through experience in the telecommunications industry.


						Reginald M. Turner, Jr. Age: 6364 Director Since: 2005 ~~Title: Board Member~~


									Mr. Turner ~~was an attorney with~~has been a Member Emeritus of Clark Hill, a law firm, since January 2023, when he retired. He was an attorney with and member of Clark Hill from April 2000 to December ~~2022 and served on the firm’s Executive Committee from January 2016 to December~~ 2022. He ~~has been~~served as a director of Masco Corporation ~~since~~from March ~~1, 2015.~~2015 to May 2023. Mr. Turner is active in public service and with civic and charitable organizations, serving in leadership positions with the American Bar Association, the Detroit Public Safety Foundation, the Detroit Institute of Arts, the Community Foundation for Southeast Michigan and the ~~Hudson-Webber~~Hudson Webber Foundation.



									As a lawyer, Mr. Turner has a unique legal and risk management perspective to offer the Board. He also has extensive involvement and experience in community affairs.


Board of Directors									The Board approves a statement of our Company’s risk appetite, which is used internally to help our Board and management understand our Company’s tolerance for risk in each of the major risk categories and allow for the adaption of those tolerances to align with a changing economic environment.
									Each of the Enterprise Risk Committee, the Audit Committee and the Governance, Compensation and Nominating Committee reports regularly to the full Board.
									Michael E. Collins, the Chair of the Enterprise Risk Committee, ~~has~~and Arthur Angulo have been designated the Board’s risk ~~expert.~~experts. As a former banking and finance executive with nearly 40 years of regulatory experience, including service with the Federal Reserve Banks of Cleveland and Philadelphia, Mr. Collins has experience identifying, assessing, and managing risk exposures of large, complex financial firms.


Board Committees									The Enterprise Risk Committee oversees policies, procedures and practices relating to credit risk, market risk, liquidity risk, technology risk (including cybersecurity and information security risk), operational risk, strategic risk, compliance risk (including compliance with bank regulatory obligations), and other general risks to Comerica and the actions undertaken or to be undertaken to identify, measure, monitor and control such risks. It is also responsible for environmental and social risks (e.g., sustainability, climate change and corporate social responsibility).
									The Audit Committee plays a key role in risk management through the validation and oversight of our internal controls, policies and procedures to ensure their effectiveness, in addition to providing oversight of our financial statements and compliance with legal and regulatory requirements.
									The Compliance Oversight Committee oversees various regulatory and compliance matters, with a focus on risk management.
									The Governance, Compensation and Nominating Committee provides information on the risks associated with the Company’s compensation programs. A more detailed discussion of the Governance, Compensation and Nominating Committee’s evaluation of risk and compensation programs can be found ~~starting on page~~ 60.in the Compensation Discussion and Analysis section.


Management									The Enterprise Risk and Return Committee, chaired by the Chief Risk Officer, is established by the Enterprise Risk Committee and responsible for governance over the risk management framework, providing oversight in managing Comerica's aggregate risk position and reporting on the comprehensive portfolio of risks as well as the potential impact these risks can have on Comerica's risk profile and resulting capital level. It is principally composed of senior officers and executives representing Comerica's different risk areas and business units.
									Comerica’s Chief Risk Officer, ~~Jay K. Oberg,~~Brian S. Goldman, oversees risk on an enterprise-wide basis and reports to the Enterprise Risk Committee. He is responsible for ongoing compliance with policies and procedures relating to risk management governance, procedures and infrastructure, and also monitoring compliance with such policies and procedures, among other responsibilities.
									Comerica’s General Auditor, Christine M. Moore, heads Comerica's internal audit function and reports to the Audit Committee. She is responsible for evaluating and opining on the effectiveness of Comerica’s internal controls, policies and procedures.


Name(1)	Fees Earned or Paid in Cash(2) ($)	Stock Awards(3) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)(5)	All Other Compensation ($)	Total ($)
Nancy Avila	101,250	120,004	—	—	—	—	221,254
Michael E. Collins	142,500	120,004	—	—	—	—	262,504
Roger A. Cregg	167,500	120,004	—	—	—	—	287,504
T. Kevin DeNicola(6)	35,357	—	—	—	—	—	35,357
Jacqueline P. Kane	132,500	120,004	—	—	—	—	252,504
Richard G. Lindner	111,250	120,004	—	—	—	—	231,254
Barbara R. Smith	141,250	120,004	—	—	—	—	261,254
Robert S. Taubman	101,250	120,004	—	—	—	—	221,254
Reginald M. Turner, Jr.	111,250	120,004	—	—	—	—	231,254
Nina G. Vaca	101,250	120,004	—	—	—	—	221,254
Michael G. Van de Ven	122,857	120,004	—	—	—	—	242,861


~~Wendy W. Bridges~~ EVP, Corporate Responsibility Executive Officer since November 2021 ~~Age 50~~ •~~Executive Vice President, Corporate Responsibility (since November 2021), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President, Corporate Communications & Executive Administration (2010-November 2021),~~ Comerica Incorporated


						~~Megan D. Burkhart~~ Senior EVP, Chief Administrative Officer and Chief Human Resources Officer Executive Officer since 2010 ~~Age 51~~ •~~Senior Executive Vice President, Chief Administrative Officer (since January 2023) and Chief Human Resources Officer (since January 2010), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President (January 2010 to January 2023), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President and Director of Compensation (February 2007 to January 2010), Comerica Incorporated and Comerica Bank~~


~~J. McGregor Carr~~ EVP, Wealth Management Executive Officer since 2020 ~~Age 55~~ •~~Executive Vice President, Wealth Management (since March 2020), Comerica Incorporated and Comerica Bank~~ •~~Senior Managing Director, Southeast Region (October 2017 to February 2020), Wells Fargo Bank, N.A.~~ •~~Regional Managing Director (2008 to October 2017), Wells Fargo Bank, N.A.~~



						~~Melinda A. Chausse~~ Senior EVP and Chief Credit Officer Executive Officer since 2020 ~~Age 57~~ •~~Senior Executive Vice President (since January 2023) and Chief Credit Officer (since May 2020), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President (May 2020 to January 2023), Comerica Incorporated~~ •~~Executive Vice President (August 2010 to January 2023), Executive Director of Commercial Underwriting (February 2017 to May 2020), Comerica Bank~~


~~Megan D. Crespi~~ Senior EVP and Chief Operating Officer Executive Officer since 2020 A~~ge 49~~ •~~Senior Executive Vice President and Chief Operating Officer (since January 2023), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President and Chief Enterprise Technology & Operations Services Officer (March 2020 to January 2023), Comerica Incorporated and Comerica Bank~~ •~~Chief Technology Officer (November 2018 to March 2020), Ally Financial~~ •~~Chief Information Officer — Auto Finance (August 2014 to October 2018), Ally Financial~~


						~~Curtis C. Farmer~~ Chairman, President and CEO Executive Officer since 2008 ~~Age 60~~ •~~Chairman (since January 2020), President (since April 2015) and Chief Executive Officer (since April 2019), Comerica Incorporated and Comerica Bank~~ •~~Vice Chairman (April 2011 to April 2015), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President (October 2008 to April 2011), Comerica Incorporated and Comerica Bank~~ •~~Director of Comerica Incorporated since July 2018~~


~~Von E. Hays~~ EVP and Chief Legal Officer Executive Officer since 2022 ~~Age 51~~ •~~Executive Vice President, Chief Legal Officer (since August 2022), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President, Interim Chief Legal Officer (May 2022 to August 2022), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President, General Counsel – Human Resources, Litigation and Corporate Operations (February 2013 to May 2022), Comerica Incorporated and Comerica Bank~~


						~~James J. Herzog~~ Senior EVP and Chief Financial Officer Executive Officer since 2019 ~~Age 60~~ •~~Senior Executive Vice President (since January 2023) and Chief Financial Officer (since February 2020), Comerica Incorporated and Comerica Bank~~ •Executive Vice President (November 2011 to January 2023), Interim Chief Financial Officer (September 2019 to February 2020) and Treasurer (November 2011 to February 2020), Comerica Incorporated and Comerica Bank


~~Cassandra M. McKinney~~ EVP, Retail Bank Executive Officer since 2020 ~~Age 62~~ •~~Executive Vice President, Retail Bank (since April 2020), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President, National Director of Retail Delivery and Strategic Services (2016-April 2020), Comerica Bank~~ •~~Senior Vice President, Director of Retail Operations (2011-2016), Comerica Bank~~ •~~Senior Vice President, Retail Director of Product and Sales Management (2005-2011), Comerica Bank~~


						~~Christine M. Moore~~ EVP and General Auditor Executive Officer since 2016 ~~Age 60~~ •~~Executive Vice President (since July 2016) and General Auditor (since May 2016), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President (January 2007 to July 2016) and Deputy General Auditor (September 2013 to May 2016), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President, Audit Director (January 2007 to September 2013), Comerica Incorporated and Comerica Bank~~


~~Jay K. Oberg~~ Senior EVP and Chief Risk Officer Executive Officer since 2019 ~~Age 53~~ •~~Senior Executive Vice President (since January 2023) and Chief Risk Officer (since January 2019), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President (January 2017 to January 2023), Comerica Incorporated and Comerica Bank~~


						~~Mauricio A. Ortiz~~ EVP and Chief Accounting Officer Executive Officer since 2018 ~~Age 44~~ •~~Executive Vice President (since July 2021) and Chief Accounting Officer (since January 2018), Comerica Incorporated and Comerica Bank~~ •~~Senior Vice President (February 2015 to July 2021) and Assistant Controller (February 2015 to January 2018), Comerica Incorporated and Comerica Bank~~ •~~Vice President, Accounting Policy and Research (July 2011 to February 2015), Comerica Incorporated and Comerica Bank~~


~~Peter L. Sefzik~~ Senior EVP and Chief Banking Officer Executive Officer from 2015-2018 and 2019-Present ~~Age 47~~ •~~Senior Executive Vice President and Chief Banking Officer (since January 2023), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President, Commercial Bank (July 2018 to January 2023), Comerica Incorporated and Comerica Bank~~ •~~Executive Vice President (September 2015 to July 2018), Comerica Incorporated and President - Texas Market (September 2015 to July 2018), Comerica Bank~~


						~~James H. Weber~~ EVP and Chief Experience Officer Executive Officer since 2019 ~~Age 60~~ •~~Executive Vice President and Chief Experience Officer (since January 2020), Comerica Incorporated~~ •~~Executive Vice President and Chief Marketing Officer (February 2012 to January 2020), Comerica Incorporated~~ •~~Senior Vice President, Corporate Marketing and Communications (July 2007 to February 2012), Comerica Incorporated~~


Executive Compensation The Governance, Compensation and Nominating Committee ~~(the~~(in this Proposal 3, the “Committee”) annually reviews Comerica’s compensation programs to ensure that they demonstrate a strong pay-for-performance link, reflect good governance and are consistent with appropriate industry practices. These programs are described in the “Compensation Discussion and Analysis” section, the compensation tables and the related narrative discussion. As outlined in the “Compensation Discussion and Analysis” section, our compensation programs are structured to align the interests of our executives with the interests of our shareholders; to attract, retain and motivate superior executive talent; to provide a competitive advantage within the banking industry; to create a framework that delivers pay commensurate with financial results over the short and long-term; and to reduce incentives for unnecessary and excessive risk-taking. The Board strongly supports Comerica’s executive pay practices and, as required pursuant to Section 14A of the Securities Exchange Act of 1934, asks shareholders to support its executive compensation program by approving the following resolution: RESOLVED, that the ~~shareholders of Comerica Incorporated approve, on an advisory basis,~~compensation paid to the ~~compensation of Comerica’s~~company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, ~~and Section 14(a) of the Securities Exchange Act of 1934,~~ including the Compensation Discussion and Analysis, compensation tables and narrative discussion ~~in this proxy statement.~~is hereby APPROVED. Because your vote on this proposal is advisory, it will not be binding on the Board. However, the Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Current Frequency of Shareholder Advisor Votes on Executive Compensation; Next Vote Following our shareholders' recommendation in ~~2017~~2023 that we hold an annual vote on our executive compensation, and as required pursuant to Section 14A of the Securities Exchange Act, the Board determined to hold an advisory vote on executive compensation every year until our shareholders voted again on the frequency of this advisory vote. ~~In Proposal 4, shareholders will again have the ability to vote on the frequency of the advisory vote (every one, two or three years). If~~Accordingly, we ~~maintain~~anticipate that our ~~current frequency, it is anticipated that~~ shareholders will have the ability to vote again on a proposal to approve executive compensation next year at our ~~2024~~2025 Annual Meeting of Shareholders. We also anticipate that our shareholders will have the ability to vote on the frequency of the advisory vote (every one, two or three years) at our 2029 Annual Meeting of Shareholders.						The Board of Directors Recommends a vote “FOR” this advisory proposal to approve Executive Compensation.


~~Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation~~