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11, 2024 us. Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted as you desire. Our management team and the Board are focused on serving the long-term interests of Name Ralph W. Babb, Jr. Michael E. Collins Roger A. Cregg T. Kevin DeNicola Jacqueline P. Kane Richard G. Lindner Barbara R. Smith Robert S. Taubman Reginald M. Turner, Jr. Nina G. Vaca Michael G. Van de Ven AC significant exposure to the complex regulations and changing landscape of the financial services industry. qualified: Arthur G. Angulo, Nancy Avila, Roger A. Cregg, Curtis C. Farmer, M. Alan Gardner, Derek J. Kerr, Richard G. Lindner, Jennifer H. Sampson, Barbara R. Smith, Robert S. Taubman, Nina G. Vaca and Michael G. Van de Ven. Three directors - Michael E. Collins, Jacqueline P. Kane, and Reginald Turner, Jr. - are leaving the Board at the 2024 Annual Shareholders' Meeting. Two such directors (Michael E. Collins and Jacqueline P. Kane) are retiring in accordance with our Corporate Governance Guidelines, which provide that directors must retire from the Board at the Annual Meeting of Shareholders immediately following their 72nd birthday. Additionally, Reginald M. Turner, Jr., who has served as a member of the Board since 2005, will not be standing for re-election. Simultaneous with the Annual Meeting, it is expected that the size of the Board will be reduced to twelve members. The following section provides information as of March director and the three retiring/departing directors. Comerica expects each director to attend each Annual Meeting except in cases of illness, emergency or other reasonable grounds for non-attendance. Each of the Board members serving at the time of the 2023 Annual Meeting attended the 2023 Annual Meeting. Board for its consideration. This allows our directors sufficient time to devote to Comerica and its shareholders. For those proposed director nominees who meet the minimum qualifications, the Governance A nominee also must make certain representations and agree that aggregate number of meetings held by the Board and all the committees of the Board on which the respective directors served. Chair: • All members are independent and financially literate in accordance with New York Stock Exchange (“NYSE”) requirements members of the Audit Committee serve on the audit committees of more than three public companies client related events. • All members are independent Leadership Structure The Board of Directors has determined that all non-management directors, currently constituting independent because he is an employee of Comerica. entity constitute less than 1% of Comerica’s consolidated gross revenues or constitute less than 1% of such entity’s consolidated gross revenues. 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. 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. Annual Retainer (cash) Annual Audit Committee Chair and Vice Chair Retainer (cash)(1) Annual Committee Chair and Vice Chair Retainer (other than Audit Committee) (cash)(2) Annual Facilitating Director Retainer (cash) Board or Committee Meeting Fees — per meeting (cash) Board-Sponsored Training Seminar Fees — per seminar (cash) Briefing Fees — per briefing session (cash) Restricted Stock Unit Award(3) Name(1) Michael E. Collins Roger A. Cregg T. Kevin DeNicola Jacqueline P. Kane Richard G. Lindner Alfred A. Piergallini(6) Barbara R. Smith Robert S. Taubman Reginald M. Turner, Jr. Nina G. Vaca Michael G. Van de Ven Audit Fees Audit-Related Fees Tax Fees All Other Fees Audit Fees Young's independence. Young's independence. 2022. transactions in which Comerica may participate from time to time, and Ernst & Young also receives fees from time to time from firm. Compensation Total Funding as a Percent of Target 200% 2017 AEI Program Awards Mr. Babb Mr. Duprey Mr. Farmer Mr. Buchanan Mr. Michalak 2015—2017 Performance Metric 3 Yr Avg. Growth - EPS Excluding Non-Performance Items ROA Excluding Non-Performance Items 2017 LTEI Program Awards Mr. Babb Mr. Duprey Mr. Farmer Mr. Buchanan Mr. Michalak 2017 Grants NEO Mr. Babb Mr. Duprey Mr. Farmer Mr. Buchanan Mr. Michalak compensation. To aid Role of the BOK Financial Corp. Regions Financial Corp. First Horizon National Corp. For example, 86% of our 2023 CEO’s total target direct compensation opportunity is variable or “at-risk.” Pay-for-performance rewards long-term value creation and aligns with shareholder interests. Absolute EPS Excluding Non-Performance Items Absolute ROA Excluding Non-Performance Items Each year, Comerica undertakes a reflecting outstanding performance. this purpose. the total grant amount is subject to robust performance measures, and the value that is ultimately earned by the NEOs is contingent on both corporate performance and Comerica common stock price. The utilized relative TSR Performance targets are not intended to be predictions of future events or other forms of forward-looking statements and should not be relied upon for any purpose outside the context of this Compensation Discussion and Analysis. 2015—2017 SELTPP Performance Metric 3 Year Average ROCE Excluding Non-Performance Items TSR Modifier 2015-2017 SELTPP Award Vesting Mr. Babb Mr. Duprey Mr. Farmer Mr. Buchanan* Mr. Michalak those of shareholders. If a change of control of Comerica occurs, each NEO will have a right to continued employment for a period of 30 months from the date of the change of control (the How We Consider Risk When Structuring Incentive Compensation Programs roles Ralph W. Babb, Jr. Chairman of the Board and Chief Executive Officer, Comerica Incorporated and Comerica Bank David E. Duprey Executive Vice President and Chief Financial Officer, Comerica Incorporated and Comerica Bank Curtis C. Farmer President, Comerica Incorporated and Comerica Bank John D. Buchanan Executive Vice President, - Chief Legal Officer, and Corporate Secretary, Comerica Incorporated and Comerica Bank Michael H. Michalak market value at the date of grant for these awards based on a binomial lattice valuation. See the 2015 2016 2017 Ralph W. Babb, Jr. Curtis C. Farmer David E. Duprey John D. Buchanan Michael H. Michalak Ralph W. Babb, Jr. David E. Duprey Curtis C. Farmer John D. Buchanan Michael H. Michalak Ralph W. Babb, Jr. David E. Duprey Curtis C. Farmer John D. Buchanan Michael H. Michalak Ralph W. Babb, Jr.(1) David E. Duprey(2) Curtis C. Farmer(3) John D. Buchanan(4) Michael H. Michalak(5) restrictions, 456 RSUs vested with a closing market price of $69.13 on 1/22/2023, 267 RSUs vested with a closing market price of $71.96 on 1/23/2023, 2,157 RSUs vested with a closing market price of $72.03 on 1/26/2023, and 1,192 RSUs vested with a closing market price of $72.57 on 1/28/2023. 6,739 SELTPP units vested on their determination date at a closing market price of $70.10 on 2/28/2023. Name Ralph W. Babb, Jr. David E. Duprey Curtis C. Farmer John D. Buchanan Michael H. Michalak for that month. a participant's benefit in the RIA that would otherwise be payable from the SRIA when certain conditions are met. Accordingly, certain participants in the RIA are entitled to receive an annual benefit that is the sum of (a) their normal retirement benefit calculated regularly, and (b) a flat dollar benefit amount specified in the plan. All NEOs above, other than Ms. Crespi, were eligible for this flat dollar benefit that transferred a portion of their benefit from the SRIA to the RIA. in cash, generally following termination of service as an employee, over the period elected by the employee, except in the case of termination due to death or separation of service prior to retirement, in which case the deferred compensation is payable in cash in a single lump sum distribution within ninety days. Cash Compensation Base salary/severance MIP Equity Compensation Stock Options RSAs SELTPP Units Benefits & Other Payments(10) RIA/SRIA(11) Retirement Account Plan(13) Life Insurance(14) Medical Insurance Premiums(15) Outplacement Assistance Tax Assistance Total Cash Compensation Base salary/severance MIP Equity Compensation Stock Options RSAs SELTPP Units Benefits & Other Payments(10) RIA/SRIA(11) Retirement Account Plan(13) Life Insurance(14) Medical Insurance Premiums(15) Outplacement Assistance Tax Assistance Total Cash Compensation Base salary/severance MIP Equity Compensation Stock Options RSAs SELTPP Units Benefits & Other Payments RIA/SRIA(6) Retirement Account Plan Life Insurance(8) Medical Insurance Premiums(9) Outplacement Assistance Tax Assistance Total Cash Compensation Base salary/severance MIP Equity Compensation Stock Options RSAs SELTPP Units Benefits & Other Payments RIA/SRIA(6) Retirement Account Plan(8) Life Insurance(9) Medical Insurance Premiums(10) Outplacement Assistance Tax Assistance Total Cash Compensation Base salary/severance MIP Equity Compensation Stock Options RSAs SELTPP Units Benefits & Other Payments(10) RIA/SRIA(11) Retirement Account Plan(13) Life Insurance(14) Medical Insurance Premiums(15) Outplacement Assistance Tax Assistance Total As of December 31, 2017 Plan Category Equity compensation plans approved by security holders(1)(2) Employee Options Employee SELTPP Units and RSUs Director RSUs Equity compensation plans not approved by security holders(4) Options Deferred Compensation Plans Total or consultants. In determining the amount of shares to request, Year 2016 2017 2018 CMA 2017 $73.04 2006 LTIP Director Plans(2) 2018 LTIP Total(3) Shares underlying outstanding stock options(2) Shares underlying outstanding SELTPP units and RSUs(3) Total shares underlying outstanding awards Total shares underlying outstanding awards as a percentage of shares outstanding Comerica Additionally, there is a forfeiture provision applicable to all employee equity awards granted in 2014 or later that allows for the cancellation of unvested equity awards in the event of an adverse risk outcome. Long-Term Incentive Plan, as Further Amended and Restated NEW PLAN BENEFITS. $49.86. References to the "Committee" in parts of the summary of plan terms below generally include the Committee's delegate(s), where the Committee has delegated authority consistent with the Proposed LTIP. on any restricted stock award then held by the participant will be described in the applicable award agreement. 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 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. Additionally, without shareholder approval, the Committee is not permitted to amend any stock option or SAR to decrease its exercise price. A an award for more than one year, the capital gain or loss when the recipient sells the shares will be long-term. Directors of Comerica Incorporated of proxies to be voted at our 2024 annual meeting of shareholders to be held on April 23, 2024, and at any adjournment. This proxy statement was first made available to shareholders on or about March 11, 2024. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS on Form 10-Q or another report it files with the SEC. the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code. For non-employee directors, “Disability” means any medically determinable physical or mental impairment of a non-employee director Change in Control and increases the distance between such 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 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. (xx) (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; The Senior Executive Vice 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. signed document affirming the Provisions (iv)Any adjustments made pursuant to this Section 3(e) to Awards that are considered Date (d) (c)Replacement least a majority of the Board; SECTION 11.Section 409A For the avoidance of doubt, if this Plan is not approved, the Prior 2018 Plan shall continue in effect. 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. employees or directors. Earnings per Share Excluding Non-Performance Items: Net income available to common shareholders Plus: Merger and restructuring charges, net of tax Deferred tax adjustment Net income available to common shareholders excluding non-performance items Diluted average common shares Diluted earnings per common share Earnings per share excluding non-performance items (in millions, except per share data) Return on Average Assets Excluding Non-Performance Items: Net income Plus: Merger and restructuring charges, net of tax Deferred tax adjustment Net income excluding non-performance items Average assets Return on average assets Return on average assets excluding non-performance items Return on Common Equity Excluding Non-Performance Items: Net income Plus: Merger and restructuring charges, net of tax Net income excluding non-performance items Average common equity Return on common equity Return on common equity excluding non-performance items The 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. Payment of Filing Fee (Check the appropriate box)all boxes that apply):ý☒
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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:Table
Contents
Comerica IncorporatedProxy Statement and Notice of20182024 Annual Meeting of ShareholdersAppendix A: Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as Further Amended and Restated
1717 Main Street
Dallas, Texas 7520113, 201820182024 Annual Meeting of Shareholders of Comerica Incorporated at 9:308:00 a.m., Central Time on Tuesday, April 24, 2018 at Comerica Bank Tower, 1717 Main Street, 4th Floor, Dallas, Texas 75201. Registration will begin at 8:30 a.m., Central Time. A map showing the location of the23, 2024. The Annual Meeting will once again be held on a virtual-only basis. We believe that hosting a virtual meeting enables greater shareholder attendance and participation from any location around the world.back coverhighest year of net interest income in our history. In all, we produced an ROE of 16.50%, ROA of 1.01%, and record earnings per share of $6.44.accompanying proxy statement.This year,investments we are continuingmaking to provide proxy materialsnot only support our colleagues and customers, but also to help sustain our shareholders primarily through the Internet.strong performance as we move forward. We are pleased to use this process, which allowsfeel our shareholders to receive proxy materialsunique position in an expedited manner, while significantly lowering the costsgrowth markets, with a proven reputation for credit and expense coupled with our successful execution of our annual proxy campaign. On or about March 13, 2018, we mailedinterest rate management strategy, combine to create a powerful investment thesis for our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on howshareholders.access this proxy statement, our annual report and additional soliciting materials online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail (with the exception of the proxy card, which will be separately mailed on or around March 23, 2018 to shareholders of record that have not yet voted) unless you specifically request them. The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the important information contained in this proxy statement and the annual report, and it provides you with information on voting. The proxy materials available online include our 2018 proxy statement, our 2017 annual report, which summarizes Comerica's major developments during 2017 and includes the 2017 consolidated financial statements, and additional soliciting materials.Sincerely, 
Sincerely,
Ralph W. Babb, Jr.
Curtis C. Farmer
Chairman, President and Chief Executive OfficerBarbara R. Smith
Facilitating DirectorTableContents2024 Annual
Meeting of ShareholdersHow to Vote 
For shares held in Comerica’s employee benefit plans, the voting deadline is Sunday, 11:59 p.m. (Central Time) on April 21, 2024. Voting Matters Proposals Board Vote
Recommendation“FOR” EACH
DIRECTOR NOMINEE“FOR” “FOR” "FOR" EXECUTIVE SUMMARY1NOTICE OF ANNUAL MEETING OF SHAREHOLDERS1 8PROXY STATEMENT10Questions and Answers10Proposal I Submitted for your Vote — Election of Directors16Information about Nominees17Board and Committee Governance23Committees and Meetings of Directors24Non-Management Directors and Communication with the Board27Board Leadership Structure27Role in Risk Oversight28Transactions with Related Persons29Director Independence30Compensation Committee Interlocks and Insider Participation33Compensation of Directors33Proposal II Submitted for your Vote — Ratification of the Appointment of Independent Registered Public Accounting Firm36Independent Registered Public Accounting Firm37Audit Committee Report39Executive Officers40Proposal III Submitted for your Vote — Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation42Compensation Discussion and Analysis43Governance, Compensation and Nominating Committee Report762017 Summary Compensation Table772017 Grants of Plan-Based Awards79Outstanding Equity Awards at Fiscal Year-End 2017812017 Option Exercises and Stock Vested84Pension Benefits at Fiscal Year-End 2017852017 Nonqualified Deferred Compensation88Potential Payments upon Termination or Change of Control at Fiscal Year-End 201790Pay Ratio Disclosure100Securities Authorized for Issuance under Equity Compensation Plans101Proposal IV Submitted for your Vote — Approval of the Comerica Incorporated 2018 Long-Term Incentive Plan104Security Ownership of Management115Security Ownership of Certain Beneficial Owners116Section 16(a) Beneficial Ownership Reporting Compliance117Annual Report to Shareholders118Householding118Admission to the Annual Meeting118Other Matters119Appendix I — Comerica Incorporated 2018 Long-Term Incentive PlanI-1Annex A — Reconciliation of Non-GAAP and GAAP Financial MeasuresA-1
Annual Meeting of Shareholders2024 Proxy Statement 2 Comerica Incorporated Time and Date9:30 a.m., Central Time, April 24, 2018PlaceComerica Bank Tower, 1717 Main Street, 4th Floor, Dallas, Texas 75201Record DateFebruary 23, 2018Mailing DateOn or around March 13, 2018VotingShareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.Voting Matters2023 Financial Performance ($ in billions; avg.) ($ in billions) 
2023 Peer Comparisons 
Board VoteRecommendationPageReferenceElection of directorsFOR EACH DIRECTOR NOMINEE16Ratification of Ernst & Young LLP as independent registered public accounting firm for 2018FOR36Advisory approval of the Company's executive compensationFOR42Approval of the Comerica Incorporated 2018 Long-Term Incentive PlanFOR104Voting Your Shares2024 Proxy Statement 3 Comerica Incorporated If you are a shareholder of record as of February 23, 2018, you will be able to vote in four ways: in person, by proxy card, by telephone, or by the Internet as follows:•BY TELEPHONE: 1-866-883-3382•VIA THE INTERNET: http://www.proxydocs.com/cma•BY MAIL: complete, sign, date and return your proxy card in the envelope provided•IN PERSON: attend our Annual Meeting on April 24, 2018 and vote by ballotSee "How can I vote?" on page 11 for more information on voting at the Annual Meeting.2017 FinancialGovernance Overview and Operating PerformanceSignificant progress was made in 2017. We benefitted meaningfully from our relationship banking strategy as interest rates increased. In addition, credit metrics remain strong. We demonstrated the continued successful implementation of our action-oriented improvement plan, GEAR Up, which we launched in mid-2016 to drive efficiencies and revenue. Our focus remains on enhancing our profitability and shareholder value by delivering solid results and positioning Comerica well for the future. Some of our noteworthy accomplishments in 2017 included1:•Grew 2017 revenue 11%, to an all-time record. This included a 15% increase in net interest income, which benefitted from higher interest rates as we prudently managed loan and deposit pricing.•Grew average loans by over $670 million, or 1%, excluding cyclical declines of $696 million in Energy and $412 million in Mortgage Banker Finance loans.•Grew average noninterest-bearing deposits by $1.3 billion, or 4%, to a record level.•Drove a 5% increase in noninterest income, with a large increase in card fees, as well as growth in several other categories with successful execution of GEAR Up.•Reduced expenses by 4% as we delivered GEAR Up initiative savings.•Improved our efficiency ratio to 58.6% by combining revenue growth with tight expense control.•Strong credit quality continued with 19 basis points of net charge-offs, which is well below our historical norm.•Achieved an 84% increase in pre-tax income and a 54% increase in earnings per share over 2016.•Increased buybacks under the equity repurchase program by 75% and raised our quarterly dividend in April and July. Through the buyback and dividends, we returned $724 million to our shareholders, a 58% increase over 2016.•Stock price increased 27%, the best performance of all peers, and it outperformed the KBW and S&P 500 indices for the second consecutive year.•Granted approximately 4,500 non-officer colleagues a one-time bonus of $1,000 and raised our minimum wage to $15 per hour, which positively impacts over 700 employees.•Made significant progress on our 2020 Environmental Sustainability Goals to reduce emissions, water consumption, waste generation and paper, including the achievement of our 2020 greenhouse gas reduction goal ahead of schedule, with a reduction of 22.4 percent relative to our 20 percent target.•Total shareholder return ("TSR"), which includes price appreciation and dividends paid, for the one-, three- and five-year period was 29%, 95% and 212%, respectively.1Balances as of December 31, 2017, as compared to December 31, 2016. Activity and performance for the year ended December 31, 2017, as compared to the year ended December 31, 2016.2017 Relative Performance Snapshot
2015-2017 Performance Snapshot1
ESG Governance 1 Source: SNL FinancialFor purposes of these charts, peer average is the average of the relevant metric for Comerica's peer group. The peer group is listed in the "Peer Group and Benchmarking" section of this proxy statement on page 56.2017 Compensation HighlightsWe use our executive compensation programs to align the interests of executive officers with the interests of our shareholders. Our programs are designed to attract, retain, and motivate leadership to sustain our competitive advantage in the financial sector, and to provide a framework that encourages strong financial results and positive shareholder returns over the long-term.Our executive compensation programs are developed through a robust review process between management and the Board of Directors. For 2017, key decisions related to executive compensation included:*Reviewed compensation plans to ensure market competitiveness and alignment of performance measures with corporate goals. The compensation programs for 2017 were consistent with 2016 and included:oA three-year performance share program where payouts are contingent on the achievement of specific prospective financial goals and include a negative modifier in the case of bottom quartile relative TSR performance;oA short-term cash incentive program that measures absolute performance as opposed to relative peer performance;oA long-term cash incentive program based on performance relative to peers, with no payout in the bottom quartile; andoA forfeiture provision applicable to all equity awards that allows for the cancellation of unvested equity awards in the event a participant engages in conduct that results in or is likely to result in a material adverse impact (financial or reputational) to Comerica.*Made changes to the retirement programs to provide valuable retirement benefits in a cost-effective, sustainable manner while remaining competitive with the market.*Redesigned compensation programs for 2018 to better align them with short and long-term goals, and shareholder and regulatory feedback, while maintaining a strong pay for performance linkage.Governance HighlightsComerica'sComerica’s shareholders. The Board'sBoard’s primary responsibility is the oversight of the Company'sCompany’s management team, and the Board has a number of measures in place to continually enhance Board composition, efficiency and effectiveness.As such, the Board is committed to good corporate governance,effectiveness, demonstrated through the following:•Annual election of directors•Majority voting for directors•Board and its committees•Regular assessment of Board composition and potential enhancements, resulting in two new independent directors in 2016, one of whom was designated as the Board's risk expert, and one new independent director in 2017•Regularly scheduled executive sessions of non-management directors•Ten out of eleven directors are independent•Independent Audit Committee, Enterprise Risk Committee, Governance, Compensation and Nominating Committee and Qualified Legal Compliance Committee•Engagement in the review and adherence to long-term corporate strategy, both on an annual basis at a dedicated session and as part of executing its regular Board responsibilities•Focus on sustainability with our 2020 Environmental Sustainability Goals that will help us to further reduce waste, water use, paper consumption, and energy and emissions; more information is availablevalue embedded in our 2016 Corporate Responsibility Report availableESG Platform starts at www.comerica.com/sustainabilityRole of the Independent Facilitating DirectorEvery year, the independent directors elect a Facilitating Director to lead executive sessions of the Board. The Board believes that such executive sessions, in which the non-management directors meet without management, are important to the effectiveness of the Board's oversight of the Company and its management team.The duties of the Facilitating Director include, but are not limited to, the following:•Presiding at all other meetings of the Board at which the Chairman is not present;•Serving as liaison between the Chairman and the independent directors;•Approving information sent to the Board;•Approving meeting agendas for the Board;•Approving meeting schedules for the Board to assure that there is sufficient time for discussion of all agenda items;•Having the authority to call meetings of the independent directors; and•If requested by major shareholders, ensuring that he or she is available for consultation and direct communication.The role of the Facilitating Director serves as a bridge between management and the independent Board members.
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; 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, 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 Executive Vice President of Corporate Responsibility Board Nominees2024 Proxy Statement 4 Comerica Incorporated Sustainability in 2023 
Additional disclosures available through www.comerica.com TCFD Report CDP Climate Change Questionnaire Response SASB Index
and GRI Index2024 Proxy Statement 5 Comerica Incorporated Employee Diversity, Inclusion and Engagement in 2023 
Published Workforce Demographics (EEO-1 Index) on www.comerica.com All of Comerica’s Executive Diversity Committee members are required to include diversity and inclusion in their annual performance review Corporate Responsibility Report includes more information on DE&I at Comerica Employee metrics as of 12/31/2023 2024 Proxy Statement 6 Comerica Incorporated Volunteerism & Community in 2023 
2024 Proxy Statement 7 Comerica Incorporated Board Nominees and Other Directors nominee.nominee as well as three retiring directors, Michael E. Collins, Jacqueline P. Kane and Reginald M. Turner, Jr. Each director nominee will be elected for a one-year term. Directors are elected by a majority of votes cast.Director
SinceCommittee Memberships Other Public
Company BoardsName Age Occupation Independent AC GCNC ERC QLCC COC Arthur G. Angulo 59 2023 Partner and Promontory Managing Director, Promontory Financial Group Yes C Nancy Avila 57 2022 Retired EVP and Chief Information and Technology Officer, McKesson Corporation Yes Michael E. Collins 72 2016 Chair and Sr. Counselor, Blake Collins Group Yes C Roger A. Cregg 67 2006 Retired President & CEO, AV
Homes, Inc.Yes C, F C Sterling Construction
Company, Inc.Curtis C. Farmer 61 2018 Chairman, President and CEO,
Comerica Inc. and Comerica BankNo Texas Instruments Incorporated M. Alan Gardner 64 2023 EVP and Chief People Officer, Frontier Communications Yes Jacqueline P. Kane 71 2008 Retired EVP, Human
Resources and Corporate Affairs, The Clorox CompanyYes Derek J. Kerr 59 2023 Retired Vice Chair and Chief Financial Officer, American Airlines Group Inc. and retired President, American Eagle Yes F Aecom Group, Inc. Richard G. Lindner 69 2008 Yes F Jennifer H. Sampson 54 2023 President and CEO, United Way of Metropolitan Dallas Yes 64 2017 IFD Commercial Metals Company Robert S. Taubman 70 2000 Chairman & CEO, The Taubman Realty Group LLC and Chairman, President & CEO, The Taubman Company LLC Yes Reginald M. Turner, Jr. 64 2005 Retired Attorney, Clark Hill (Member Emeritus) Yes Masco Corporation (retired May 2023) Nina G. Vaca 52 2008 Chairman & CEO, Pinnacle
Technical Resources, Inc. and
Vaca Industries Inc.Yes Cinemark Holdings, Inc. Michael G. Van de Ven 62 2016 Executive Advisor, Southwest Airlines Co. Yes C Director Committee Memberships Other Public Age since Occupation Independent AC GCNC ERC QLCC Company Boards 69 2001 Chairman & CEO, Comerica Incorporated and Comerica Bank Texas Instruments Inc. 66 2016 Chair and Senior Counselor, Blake Collins Group; Former Consultant, Federal Reserve Bank of Cleveland; and Former Executive Vice President, Federal Reserve Bank of Philadelphia X X X X 61 2006 President & CEO, AV Homes, Inc. X F X X AV Homes, Inc. 63 2006 Former CFO, KIOR, Inc. X C, F X C 65 2008 Retired; Former EVP, Human Resources and Corporate Affairs, The Clorox Company X X 63 2008 Retired; Former SEVP & CFO, AT&T, Inc. IFD C X 58 2017 Chairman, President & CEO, Commercial Metals Company X X Commercial Metals Company 64 2000 Chairman, President & CEO, Taubman Centers, Inc. and The Taubman Company X X Taubman
Centers, Inc. 58 2005 Attorney, Clark Hill PLC X X C X Masco
Corporation
46 2008 Chairman & CEO, Pinnacle Technical Resources, Inc. and Vaca Industries Inc. X X X X Cinemark
Holdings, Inc.,
Kohl's Corporation 56 2016 COO, Southwest Airlines Company X X — – Audit Committee; C — Chair; ERC — – Enterprise Risk Committee; F — Financial expert; GCNC — – Governance, Compensation and Nominating Committee; IFD — Independent Facilitating Director;
QLCC — – Qualified Legal Compliance Committee; COC - Compliance Oversight Committee2024 Proxy Statement 8 Comerica Incorporated Director Qualifications, Experience and ExperienceDemographicsUpon thorough review, the Board is nominating the following candidates: Ralph W. Babb, Jr., Michael E. Collins, Roger A. Cregg, T. Kevin DeNicola, Jacqueline P. Kane, Richard G. Lindner, Barbara R. Smith, Robert S. Taubman, Reginald M. Turner, Jr., Nina G. Vaca and Michael G. Van de Ven.In identifying potential candidates for nomination as directors, the Governance, Compensation and Nominating Committee considers the specific qualities and skills of potential directors.highlights a numberprovides an overview of our directors'the specific skills, experiences and areas of knowledge of our twelve director nominees, as well as our three retiring directors, that allow the Board to effectively serve and represent the interests of Comerica'sComerica’s four core constituencies: itsour shareholders, itsour customers, the communities it serveswe serve and itsour employees. In addition, directors gain substantial experience through Comerica Board tenure, which involves
Summary of Director Qualifications
and ExperienceAngulo Avila Collins Cregg Farmer Gardner Kane Kerr Lindner Sampson Smith Taubman Turner Vaca Van de Ven 
Accounting/Finance 
Corporate Governance 
Client/Consumer Experience 
Legal and Regulatory 
Banking Industry 
Relevant Geographic Markets Human Resources 
Executive Leadership 
Other Public Company Experience (Board or Executive) 
Real Estate 
Risk Management / Cyber Security 
Diversity, Equity and Inclusion 
Technology Services Attendance2024 Proxy Statement 9 Comerica Incorporated All director nominees and all incumbent directors attended at least seventy-five percent (75%) of the aggregate number of meetings held by the Board and all the committees of the Board on which the respective directors served.COMERICA INCORPORATEDNOTICE OF ANNUAL MEETING OF SHAREHOLDERSAPRIL 24, 2018Summary of Director
DemographicsAngulo Avila Collins Cregg Farmer Gardner Kane Kerr Lindner Sampson Smith Taubman Turner Vaca Van de Ven Demographic Background: African American or Black Alaskan Native or Native American Asian Hispanic or Latinx or Spanish Origin Native Hawaiian or Pacific Islander White
Two or More Races or EthnicitiesLGBTQ+ Date:Did Not Disclose April 24, 2018Gender Identity:
MaleTime:9:30 a.m., Central Time
FemalePlace:Comerica Bank Tower1717 Main Street, 4th FloorDallas, Texas 75201
Non-BinaryDid Not Disclose We invite you to attend the Comerica Incorporated Annual Meeting of Shareholders for the following purposes:1.To elect eleven directors nominated by the Board of Directors for one-year terms expiring in 2019 or upon the election and qualification of their successors;2.To ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018;3.To approve a non-binding, advisory proposal approving executive compensation;4.To vote on the approval of the Comerica Incorporated 2018 Long-Term Incentive Plan; and5.To transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting.The record date for the Annual Meeting is February 23, 2018 (the "Record Date"). Only shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.Under rules adopted by the Securities and Exchange Commission, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of the proxy statement and annual report. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around March 13, 2018, which provides them with instructions on how to vote and how to electronically access the proxy materials on the Internet. It also provides them with instructions on how to request paper copies of these materials, should they so desire. In addition, on or around March 23, 2018, Comerica will mail a proxy card to its shareholders of record that have not yet voted, along with a second copy of the Notice of Internet Availability of Proxy Materials. Shareholders of record who previously enrolled in a program to receive electronic versions of the proxy materials will receive an email notice with details on how to access those materials and how to vote.Comerica will have a list of shareholders who can vote at the Annual Meeting available for inspection by shareholders at the Annual Meeting and, for 10 days prior to the Annual Meeting,during regular business hours at the offices of the Comerica Corporate Legal Department, Comerica Bank Tower, 1717 Main Street, Dallas, Texas 75201.See the "Admission to the Annual Meeting" section of the proxy statement for information about attending the Annual Meeting in person.See the "Questions and Answers" section of the proxy statement for a discussion of the difference between a shareholder of record and a street name holder.Whether or not you plan to attend the Annual Meeting and whether you own a few or many shares of stock, the Board of Directors urges you to vote promptly. Registered holders may vote through the Internet, by telephone or, once you receive a printed proxy card in the mail, by completing, dating, signing and returning the proxy card so that your shares may be represented at the Annual Meeting. "Street name" holders must vote their shares in the manner prescribed by their brokerage firm, bank or other nominee. You will find instructions for voting in the "Questions and Answers" section of the proxy statement.By Order of the Board of Directors,
2024 Proxy Statement10 
John D. BuchananExecutive Vice President — Chief Legal Officer,and Corporate SecretaryComerica IncorporatedMarch 13, 2018Comerica IncorporatedComerica Bank Tower1717 Main StreetDallas, Texas 75201What is a proxy?A Note About Financial Measures 2023 2022 2021 Diluted earnings per common share $ 6.44 $ 8.47 $ 8.35 Return on average common shareholders' equity (ROE) 16.50 % 18.63 % 15.15 % Efficiency ratio 65.56 % 56.32 % 62.42 % 2024 Proxy Statement 11 Comerica Incorporated A proxy is your authorization for someone else to vote for you in the way that you want to vote. When you complete and submit a proxy card or use the automated telephone voting system or the Internet voting system, you are submitting a proxy. ("(“Comerica,"” the "Company"“Company,” the "Corporation" or "we"“we”) is soliciting this proxy. All references in this proxy statement to "you" will mean you, the shareholder, and to "yours" will mean the shareholder's or shareholders', as appropriate. What is a proxy statement?A proxy statement is a document the United States Securities and Exchange Commission ("SEC") requires to explain the matters on which you are asked to vote on by proxy and to disclose certain related information. This proxy statement was first made available to shareholders on or about March 13, 2018.Why am I receiving my proxy materials electronically instead of receiving paper copies through the mail?Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of the proxy statement and annual report. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders.On or about March 13, 2018, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail (with the exception of the proxy card, which will be separately mailed on or around March 23, 2018 to shareholders of record that have not yet voted). The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the important information contained in this proxy statement and the annual report, and it provides you with information on voting.If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a paper copy of our proxy materials, follow the instructions contained in the Notice of Internet Availability of Proxy Materials about how you may request to receive your materials in printed form on a one-time or ongoing basis. Who can vote?Only record holders of Comerica common stock, par value $5.00 per share ("Comerica Common Stock") at the close of business on February 23, 2018, the Record Date, can vote at the Annual Meeting. Each shareholder of record has one vote, for each share of Comerica Common Stock owned, on each matter presented for a vote at the Annual Meeting.What is the difference between a shareholder of record and a "street name" holder?If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares.If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in "street name." Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares. See "How can I vote?" below.How can I vote?If you are a shareholder of record as of the Record Date (as opposed to a street name holder), you will be able to vote in four ways: in person, by proxy card, by telephone, or by the Internet. On or about March 13, 2018, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials and how to submit their proxy via the Internet. In addition, on or about March 23, 2018, we will mail a printed version of the proxy card, along with a second copy of the Notice of Internet Availability of Proxy Materials, to such shareholders of record, if they have not yet voted. Generally, shareholders of record will need information on the Notice of Internet Availability of Proxy Materials or the proxy card to vote. If you previously enrolled in a program to receive electronic versions of Comerica's annual report and proxy statement instead of receiving printed versions, you will receive an email notice that will provide you with the information you will need to access the proxy materials and vote.To vote in person, you will need to attend the Annual Meeting to cast your vote. To vote by proxy card, complete, sign, date and return the proxy card in the return envelope provided with your proxy card. To vote by using the automated telephone voting system or the Internet voting system, the instructions for shareholders of record are as follows:TO VOTE BY TELEPHONE: 1-866-883-3382•Use any touch-tone telephone to vote your proxy.•Have your proxy card or Notice of Internet Availability of Proxy Materials and the last four digits of your Social Security Number or Tax Identification Number available when you call.•Follow the simple instructions the system provides you.•You may dial this toll free number at your convenience, 24 hours a day, 7 days a week. The deadline for telephone voting is 11:59 p.m. (Central Time), April 23, 2018. For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 22, 2018.(OR)TO VOTE BY THE INTERNET: http://www.proxydocs.com/cma•Use the Internet to vote your proxy.•Have your proxy card or Notice of Internet Availability of Proxy Materials and the last four digits of your Social Security Number or Tax Identification Number available when you access the website.•Follow the simple instructions to obtain your records and create an electronic ballot.•You may log on to this Internet site at your convenience, 24 hours a day, 7 days a week. The deadline for Internet voting is 11:59 p.m. (Central Time), April 23, 2018. For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 22, 2018.If you submit a proxy to Comerica before the Annual Meeting, whether by proxy card, by telephone or by Internet, the persons named as proxies will vote your shares as you direct. If no instructions are specified, the proxy will be voted for the eleven directors nominated by the Board of Directors; for the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018; for the non-binding, advisory proposal to approve executive compensation; and to vote for the approval of the Comerica Incorporated 2018 Long-Term Incentive Plan. No other matters are currently scheduled to be acted upon at the Annual Meeting.You may revoke a proxy at any time before the proxy is exercised by:(1)delivering written notice of revocation to the Corporate Secretary of Comerica at the Corporate Legal Department, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201;(2)submitting another properly completed proxy card that is later dated;(3)voting by telephone at a subsequent time;(4)voting by the Internet at a subsequent time; or(5)voting in person at the Annual Meeting.If you hold your shares in "street name," you must vote your shares in the manner prescribed by your brokerage firm, bank or other nominee. Your brokerage firm, bank or other nominee should have enclosed or otherwise provided a voting instruction card for you to use in directing the brokerage firm, bank or other nominee how to vote your shares. If you hold your shares in street name and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker and present it at the Annual Meeting. What is a quorum?There were 172,644,963 shares of Comerica Common Stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares, 86,322,482 shares, present or represented by proxy at the meeting, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.What vote is required?Directors: If a quorum exists, the nominees for director receiving a majority of the votes cast (i.e., the number of shares voted "for" a director nominee exceeds the number of votes cast "against" that nominee) will be elected as directors. Votes cast will include only votes cast with respect to shares present in person or represented by proxy at the meeting and entitled to vote andwill exclude abstentions. Therefore, shares not present at the meeting, broker non-votes (described below) and shares voting "abstain" have no effect on the election of directors. If the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the meeting. If a director does not receive the vote of the majority of the votes cast and no successor has been elected at such meeting, the director will promptly tender his or her resignation to the Board. After taking into account a recommendation by the Governance, Compensation and Nominating Committee and excluding the nominee in question, the Board of Directors will decide and publicly disclose its determination about whether to accept the resignation within 90 days of the certification of the voting results.Other Proposals: If a quorum exists, the proposals: (i) to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm, (ii) to approve a non-binding, advisory proposal to approve executive compensation and (iii) to approve the Comerica Incorporated 2018 Long-Term Incentive Plan must receive the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal in question. Therefore, abstentions will have the same effect as voting against the applicable proposal. For the non-binding, advisory proposal to approve executive compensation and the proposal to approve the 2018 Long-Term Incentive Plan, broker non-votes will not be counted as eligible to vote on the applicable proposal and, therefore, will have no effect on the outcome of the voting on that proposal.If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote under the rules of the stock exchange or other organization of which it is a member. In this situation, a "broker non-vote" occurs.An independent third party, Equiniti Trust Company, will act as the inspector of the Annual Meeting and the tabulator of votes.Who pays for the costs of the Annual Meeting?Comerica pays the cost of preparing and printing the proxy statement and soliciting proxies. Comerica 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 any special 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.When are shareholder proposals for the 2019 Annual Meeting due?To be considered for inclusion in next year's proxy statement, shareholder proposals must comply with applicable laws and regulations, including SEC Rule 14a-8, 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 6404, Dallas, Texas 75201, and received by November 13, 2018.Comerica's bylaws also establish an advance notice procedure with regard to shareholder proposals 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 2019 Annual Meeting of Shareholders, notice must be received by Comerica's Corporate Secretary no later than the close of business on January 24, 2019 and no earlier than the close of business on December 25, 2018. If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 daysbefore or more than 60 days after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 24, 2019), 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 date and no later than the close of business on the later of the 90th day prior to the new Annual Meeting date or the 10th day following the day on which Comerica first made a public announcement of the new Annual Meeting date.Comerica's bylaws contain additional requirements for shareholder proposals. A copy of Comerica's bylaws can be obtained by making a written request to the Corporate Secretary.How can shareholders nominate persons for election as directors at the 2019 Annual Meeting?All shareholder nominations of persons for election as directors at the 2019 Annual Meeting of Shareholders must comply with applicable laws and regulations, 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 6404, Dallas, Texas 75201.Under Comerica's bylaws, shareholders of Comerica must provide advance notice to Comerica's Corporate Secretary if they wish to nominate persons for election as directors at an Annual Meeting of Comerica's Shareholders. For the 2019 Annual Meeting of Shareholders, written notice must be received by Comerica's Corporate Secretary no later than the close of business on January 24, 2019 and no earlier than the close of business on December 25, 2018.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 that is the one-year anniversary of this year's Annual Meeting date (i.e., April 24, 2019), 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 meeting date and no later than the close of business on the later of the 90th day prior to the meeting date or the 10th day following the day on which Comerica first made a public announcement of the 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.In addition, Article III, Section 12 of the bylaws requires a nominee for election or re-election as a director of Comerica to complete and deliver to the Corporate Secretary (in accordance with the time periods described above, in the case of director nominations by shareholders) a written questionnaire prepared by Comerica with respect to the background and qualification of the person and, if applicable, the background of any other person or entity on whose behalf the nomination is being made.A nominee also must make certain representations and agree that he or she (A) will abide by the requirements of Article III, Section 13 of the bylaws (concerning, among other things, the required tendering of a resignation by a director who does not receive a majority of votes cast in an uncontested election), (B) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how, if elected as a director of Comerica, he or she will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to Comerica or (2) any Voting Commitment that could limit or interfere with his or her ability to comply, if elected as a director of Comerica, with hisor her fiduciary duties under applicable law, (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Comerica with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed, and (D) in his or her individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of Comerica, and would comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of Comerica.You may receive a copy of Comerica's bylaws specifying the advance notice and additional requirements for shareholder nominations by making a written request to the Corporate Secretary.Does Comerica have a Code of Ethics?Yes, Comerica has a Code of Business Conduct and Ethics for Employees, which applies to employees and agents of Comerica and its subsidiaries and affiliates, as well as a Code of Business Conduct and Ethics for Members of the Board of Directors. Comerica also has a Senior Financial Officer Code of Ethics that applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer. The Code of Business Conduct and Ethics for Employees, the Code of Business Conduct and Ethics for Members of the Board of Directors and the Senior Financial Officer Code of Ethics are available on Comerica's website at www.comerica.com. Copies of such codes can also be obtained in print by making a written request to the Corporate Secretary.A copy of Comerica's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, 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 6404, Dallas, Texas 75201.Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 24, 2018.The proxy statement, annual report to security holders and additional soliciting materials are available atwww.proxydocs.com/cma.PROPOSAL I SUBMITTED FOR YOUR VOTEELECTION OF DIRECTORSThe Board of Directors recommends that you vote "FOR"the candidates for director.Election of Directors. Comerica's Board of Directors currently has elevenfifteen members, and directors are elected annually for terms of one year. Based on the recommendation of the Governance, Compensation and Nominating Committee, the Board has nominated all of Comerica's currentthe following twelve directors to serve another term or until their successors are elected and qualified.Comerica's current directorsthese nominees based on their unique expertise, experiences, perspectives and leadership skills.highly regulatedhighly-regulated companies (including banks and other financial services entities)Comerica'sComerica’s business and unique position in the banking industry current directors standing for election are the only nominees, and each of them has been previously elected by the shareholders, except for Mr. Angulo and Mr. Gardner, who were appointed to the Board effective 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.Comerica’s Board of Directors recommends a vote “FOR” each of the director candidates listed below. 2024 Proxy Statement 12 Comerica Incorporated each of them has been previously elected by the shareholders except for Ms. Smith, who was appointed to the Board in the second half of 2017. Ms. Smith was initially recommended by a third-party search firm retained by the Governance, Compensation and Nominating Committee, as described in the "Board and Committee Governance" section below. 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. 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.13, 201811, 2024 about each nomineedirector, including each of the twelve nominees for electionre-election as a director.nominee'snominee’s or incumbent director'sdirector’s principal occupation, employment and business experience during the past five years, including employment with Comerica and Comerica Bank, a wholly-owned subsidiary of Comerica, if applicable, as well as other professional experience; other public company or registered investment company directorships during the past five years; and the year in which the nominee or incumbent director became a director of Comerica.
Ralph W. Babb, Jr.Director since 2001(1)
Since April 2014, Mr. Babb, 69,Angulo has been Chief Executive Officer (since January 2002), Chairman (since October 2002), President (January 2002 to April 2015), Chief Financial Officer (June 1995 to April 2002) and Vice Chairman (March 1999 to January 2002) of Comerica Incorporated and Comerica Bank. Before joining Comerica, Mr. Babb served as Managing Director of Promontory Financial Group, a consulting business unit of IBM Consulting, and as a Partner of International Business Machines Corporation, a technology company that provides infrastructure, software and consulting services for clients. In his current roles, he counsels clients on a variety of risk management and regulatory compliance matters. Previously, from 1987 until 2014, Mr. Angulo worked in numerous roles at the vice chairman for Mercantile Bancorporation Inc. after yearsFederal Reserve Bank of service with Peat Marwick Mitchell & Co. (an accounting firm). Additionally,New York (FRBNY), the U.S. central bank, most recently as Senior Vice President, Financial Institution Supervision Group from 2005 to 2014. During part of his time at the FRBNY, Mr. Babb has been a director of Texas Instruments Inc. since March 2010. HeAngulo served as a member of the Federal Reserve Board Advisory Council from September 2013 to December 2017.
System’s operating committee responsible for overseeing and strengthening supervision of the largest, most complex global financial institutions operating in the United States and served on the Federal Reserve System’s executive committee responsible for overseeing the execution of the annual Comprehensive Capital Analysis and Review at systemically important financial institutions.
With deep regulatory experience, including 27 years at the Federal Reserve Bank of New York, Mr. BabbAngulo brings to the Board:•In-depthBoard extensive knowledge concerning the financial services industry. He is well-versed in risk management and compliance, which allows him to provide strong and valuable insight in his role as Chair of the Compliance Oversight Committee.2024 Proxy Statement 13 Comerica Incorporated 
Ms. Avila 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, from January 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. 
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 Comerica's business resultingcomplex financial and operational issues necessary to chair our Audit Committee.2024 Proxy Statement 14 Comerica Incorporated 
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 •Extensive industry experience as to Wachovia, he held a resultvariety of positions of increasing scope and responsibility.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 decadessupport 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 professional involvementlong tenure at Wachovia Corporation.
Mr. Gardner has been the Executive Vice President and Chief People Officer at Frontier Communications Parent, Inc., a high-speed broadband connectivity provider, since June 2021. In that role, he is responsible for developing and executing the human resources and real estate strategy in support of the overall business plan and strategic direction. From June 2020 to May 2021, Mr. Gardner worked as an Advisor for Lee Hecht Harrison, a provider of outplacement and coaching services to executives. He was briefly retired from January 2020 to June 2020. Before that, Mr. Gardner spent over 30 years at Verizon Communications Inc. and its affiliates and predecessors (collectively, “Verizon”), providers of communications, technology, information and entertainment products and services to consumers, businesses and government entities. At Verizon, he held various leadership positions, most recently as Senior Vice President, Human Resources for Verizon Communications Inc. from 2015 to December 2019, a role through which he led Human Resources centers of excellence for employees around the globe. With more than 30 years as a Human Resources leader, Mr. Gardner has experience building high-performing work environments. His experience has given him a strong understanding of how to create and incentivize dynamic, successful teams, which is very beneficial in his role as a member of the Governance, Compensation and Nominating Committee. 2024 Proxy Statement 15 Comerica Incorporated 
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. 
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. 2024 Proxy Statement 16 Comerica Incorporated 
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 •Leadership 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 Company'sFederal Reserve Bank of Dallas.
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. 2024 Proxy Statement 17 Comerica Incorporated 
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. 
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 former Presidentindependent contractor compliance and a proprietary talent platform, since she founded the company in October 1996. She also has been Chairman and Chief FinancialExecutive Officer including:oSuccessful execution of our enterprise-wide GEAR Up initiative, resultingVaca 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 $30 million2021. 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 revenue benefitstalent solutions, managed services and $150 millioninformation technology, as well as successful entrepreneurial endeavors in expense savings through 2017the U.S. and which is designedabroad, Ms. Vaca offers a unique and insightful perspective to further enhance our income, profitability and shareholder value in 2018 and beyond.oAn overall enhancement of Comerica's risk governance structure, with a focus on mitigating risk across the Company, including credit, market, liquidity, operational, compliance and cybersecurity.2024 Proxy Statement 18 Comerica Incorporated 
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. 2024 Proxy Statement 19 Comerica Incorporated 
sinceSince: 2016 Title: Enterprise Risk Committee Chair
Mr. Collins 66, 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. HisAs 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. CreggDirector since 2006
Mr. Cregg, 61, has been President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona and North Carolina, since December 2012. 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.As the current Chief Executive Officer of a public company and the former Chief Financial Officer of public companies, Mr. Cregg has demonstrated leadership capability and extensive knowledge of complex financial and operational issues.
T. Kevin DeNicolaDirector since 2006
Mr. DeNicola, 63, served as Chief Financial Officer of KIOR, Inc., a biofuels company, from November 2009 to January 2011. He was Senior Vice President and Chief Financial Officer of KBR, Inc., a global engineering, construction and services company, from June 2008 until October 2009. From June 2002 to January 2008, he was Senior Vice President and Chief Financial Officer of Lyondell Chemical Company, a global manufacturer of basic chemicals. Mr. DeNicola also served as Senior Vice President and Chief Financial Officer of Equistar Chemicals, LP and Millennium Chemicals Inc., both subsidiaries of Lyondell Chemical Company, from June 2002 to January 2008. In January 2009, Lyondell Chemical Company and certain of its subsidiaries, including Equistar Chemicals, LP and Millennium Chemicals Inc., filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Lyondell emerged from bankruptcy in April 2010. He was also a director of Axiall Corporation (formerly Georgia Gulf Corporation) from September 2009 to August 2016.Mr. DeNicola is an experienced financial leader with the skills necessary to lead our Audit Committee. His service as Chief Financial Officer of public companies makes him a valuable asset, both on our Board of Directors and as the Chairman of our Audit Committee. Mr. DeNicola's positions have provided him with a wealth of knowledge in dealing with financial and accounting matters. He is also a licensed CPA. The depth and breadth of his exposure to complex financial issues make him a skilled advisor.sinceSince: 2008
Ms. Kane 65, 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-PackardHewlett Packard Company, a technology company. Prior to her role at The Hewlett-PackardHewlett 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. 2024 Proxy Statement 20 Comerica Incorporated 
Richard G. LindnerDirectorMr. Turner has been a Member Emeritus of Clark Hill, a law firm, since 2008
Mr. Lindner, 63, isJanuary 2023, when he retired. He served as Senior Executive Vice Presidentwas an attorney with and Chief Financial Officermember of AT&T, Inc. (formerly SBC Communications, Inc.), a telecommunications company,Clark Hill from May 2004 to June 2011. From OctoberApril 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, heDecember 2022. 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.Barbara R. SmithDirector since 2017
Ms. Smith, 58, has been President, Chief Executive Officer and a director of Commercial Metals Company, a manufacturer, recycler and marketer of steel and metal products, since September 2017, and Chairman since January 2018. 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, particularly our headquarters market, and significant financial expertise garnered through the chief financial officer and treasury roles she held during her professional career.Robert S. TaubmanDirector since 2000(2)
Mr. Taubman, 64, has been Chairman of Taubman Centers, Inc., a real estate investment trust that owns, develops and operates regional shopping centers nationally, since December 2001 and has been President and Chief Executive Officer of Taubman Centers, Inc., since August 1992. He has been Chairman of The Taubman Company, 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 since September 1990. He was a director of Sotheby's Holdings, Inc. from 2000 until his retirement in May 2016, and has served as a director of Taubman Centers, Inc. since 1992.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.Reginald M. Turner, Jr.Director since 2005
Mr. Turner, 58, has been an attorney with Clark Hill PLC, a law firm, since April 2000 and has served on the firm's Executive Committee since January 2016. He has been a director of Masco Corporation sincefrom 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-WebberHudson 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. Nina G. Vaca(3)Director since 2008
Ms. Vaca, 46, has been Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a staffing, vendor management and information technology services firm, since 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 Kohl's Corporation since March 2010 and a director of Cinemark Holdings, Inc. since November 2014. In 2014, the Obama Administration appointed Ms. Vaca as a Presidential Ambassador for Global Entrepreneurship. Ms. Vaca is also Chairman Emeritus of the United States Hispanic Chamber of Commerce, and serves as Chairman of the United States Hispanic Chamber of Commerce Foundation.As a chief executive officer with experience in staffing, vendor management and information technology, as well as successful entrepreneurial endeavors, Ms. Vaca offers a unique and insightful perspective to the Board.Michael G. Van de VenDirector since 2016
21 Mr. Van de Ven, 56, has been Chief Operating Officer of Southwest Airlines Co., a passenger airline, since May 2008. Previously, he served as 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.IncorporatedFootnotes:(1)Mr. Babb became a directorComerica Bank in 2000.(2)Mr. Taubman became a director of Manufacturer's Bank, N.A. or its predecessors in 1987. He became a director of Comerica Bank in 1992 when it merged with Manufacturer's Bank, N.A. He resigned as a director of Comerica Bank in 2000, when he became a director of Comerica.(3)Professional name of Ximena G. Humrichouse.
Board and Committee GovernanceBOARD AND COMMITTEE GOVERNANCEElections. Comerica'sElections and Attendanceare electedat each year by the shareholders at the Annual Meeting to hold office until the next Annual Meeting and until their successors are elected and qualified.Standard.Standardhis or hera resignation to the Board.Self-Evaluation.Self-EvaluationLimit. To ensure that our directors have sufficient time to devote to Comerica and its shareholders, ourLimitBoard, and membersBoard. Members of Comerica'sComerica’s Audit Committee may not serve on more than two other public company audit committees.Process.Process potential candidates for nomination as directors, the Governance Compensation and Nominating Committee considers the individual’s specific qualities and skills of potential directors. Criteriaskills. Its criteria for assessing nominees include a potential nominee'snominee’s ability to represent the long-term interests of Comerica'sComerica’s four core constituencies: its shareholders, its customers, the communities it serves and its employees. Minimum qualifications for a director nominee are experience in those areas that the Board determines are necessary and appropriate to meet the needs of Comerica, including leadership positions in public companies, small or middle market businesses, or not-for-profit, professional/regulatory or educational organizations.Compensation and Nominating Committee then assesses the proposed nominee'snominee’s specific qualifications, evaluates his or her independence and considers other factors, including skills, business segment representation, geographic location, considerations of diversity, standards of integrity, memberships on other boards (with a special focus on director interlocks), and ability and willingness to commit to serving on the Board for an extended period of time and to dedicate adequate time and attention to the affairs of Comerica as necessary to properly discharge his or hertheir duties. Considerationsdiversity canthis commitment, it is the Company's practice to require that the list of candidates considered for nomination to our Board include seeking nomineescandidates with a broad diversity of experience, professions, skills, geographic representation and/or backgrounds. The Governance, Compensationrace, ethnicity, and Nominating Committee does not assign specific weightsgender. Any third-party search firm used to particular criteria, and no particular criterion is necessarily applicableidentify potential nominees will be requested to all prospective nominees. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.In addition, Article III, Section 12 of theinclude such candidates.requiresrequire a nominee for election or re-election as a director of Comerica to complete and deliver to the Corporate Secretary a written questionnaire prepared by Comerica with respect to the background and qualification of the person and, if applicable, the background of any other person or entity on whose behalf the nomination is being made. All of the director nominees completed the required questionnaire.he or shethey (A) will abide by the requirements of Article III, Section 1314 of the bylaws (concerning, among other things, the required tendering of a resignation by a director who does not receive a majority of votes cast in an uncontested election), (B) isare not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how, if elected as a director of Comerica, he or shethey will act or vote on any issue or question (a"Voting Commitment" “Voting Commitment”) that has not been disclosed to Comerica or (2) any Voting Commitment that could limit or interfere with his or hertheir ability to comply, if elected as a director of Comerica, with his or hertheir fiduciary duties under applicable law, (C) isare not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Comerica with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed, and (D) in his or hertheir individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of Comerica, and would comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of Comerica. All of the director nominees made the foregoing representations and agreements.2024 Proxy Statement 22 Comerica Incorporated Compensation and Nominating Committee does not have a separate policy for consideration of any director candidates recommended by shareholders. Instead, the Governance Compensation and Nominating Committee considers any candidate meeting the requirements for nomination by a shareholder set forth in Comerica'sComerica’s bylaws (as well as applicable laws and regulations) in the same manner as any other director candidate. The Governance Compensation and Nominating Committee believes that requiring shareholder recommendations for director candidates to comply with the requirements for nominations in accordance with Comerica'sComerica’s bylaws ensures that the Governance, Compensation and Nominating Committeeit receives at least the minimum information necessary for it to begin an appropriate evaluation of any such director nominee.CompensationCommittee maintains an ongoing board refreshment process by identifying additional skills and Nominating Committee alsoexpertise needed on the Board and periodically uses a third-party search firm for the purpose and function of identifying potential director nominees.As Due to the complexities of banking regulations, the Governance Committee consciously balances more tenured directors with strong regulatory experience and less tenured directors who can provide fresh perspectives. This mix has been successful in helping Comerica’s Board oversee traditional banking activities as well as emerging trends and new risks.resultshareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of outstanding common stock of Comerica, par value $5.00 per share (“Comerica common stock”), for at least three 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 process described above,Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws.with the assistance of a third-party search firm, identified two new, independent board nominees in 2016, Mr. Collins and Mr. Van de Ven, and one new, independent board nominee in 2017, Ms. Smith, all of whom possessed significant experience and skills that the Board believed enhancedis tasked with reviewing Comerica’s human capital management strategy and talent development program, including recruitment, evaluations and development activities. This committee also reviews the compositionCorporation’s employee diversity, equity and governance functionsinclusion initiatives, as well as the results of those initiatives. Moreover, the full Board is provided annual workforce updates.2024 Proxy Statement 23 Comerica Incorporated Board.COMMITTEES AND MEETINGS OF DIRECTORShad several committees, in 2017, as set forth in the following charttheir membership, and describedtheir chairs appear below. The names of the directors serving on the committees and the committee chairs, where applicable, are also set forth in the chart. The current terms of the various standing committee members expire in April 2018.AUDIT COMMITTEE Chair: T. Kevin DeNicolaMembers:
Members:Roger A. CreggNina G. Vaca2017: 2023:•All members are independent and financially literate•The Board of Directors has determined that Mr. DeNicola and Mr. Cregg are audit committee financial experts•None of the members of the Audit Committee serve on the audit committees of more than three public companies•Governed by a Board-approved CharterComerica'sComerica’s financial statements; (ii) Comerica'sComerica’s compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm'sfirm’s qualifications and independence; and (iv) the performance of Comerica'sComerica’s internal audit functionand credit review functions and independent registered public accounting firm, including with respect to both bank and non-bank subsidiaries; and by preparing the "Audit“Audit Committee Report"Report” found in this proxy statement.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. ENTERPRISE RISK COMMITTEE Committee Chair: Reginald M. Turner, Jr.Other Committee Members:Michael E. CollinsT. Kevin DeNicolaRichard G. LindnerRobert S. TaubmanNina G. VacaMeetings held in 2017: 4Collins has been designatedCregg, Mr. Kerr and Mr. Lindner are audit committee financial experts in accordance with SEC rulesBoard's risk expertChartercharter2024 Proxy Statement 24 Comerica Incorporated Comerica'sComerica’s operations and oversight of the operation of Comerica'sComerica’s risk-management framework.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE Chair: Richard G. LindnerOther Committee Members:Roger A. CreggJacqueline P. KaneBarbara R. Smith
Chair:2017: 7•All members are independent•Governed by a Board-approved CharterComerica'sComerica’s executive compensation policies and programs, administers Comerica'soversees administration of Comerica’s 401(k), stock,incentive, pension and deferral plans, monitors compliance with laws and regulations applicable to the documentation and administration of Comerica'sComerica’s employee benefit plans, monitors the effectiveness of the Board, oversees corporate governance issues and periodicallysuccession planning. The Committee reviews CEO and management succession plansplanning for key officers of Comericapositions, including unexpected or emergency situations. The CEO and reportsCAO present succession information annually to the Board on succession planning. Among its various other duties, this committee reviewsCommittee and recommends to the full Board candidates to becomeBoard. Potential successors also engage with Board members developsthrough Board meetings and administers performance criteria for members of the Board, and oversees matters relating to the size of the Board, its committee structure and assignments, and the conduct and frequency of Board meetings. The Governance, Compensation and Nominating Committee also oversees the discussion, review and evaluation of our compensation plans as described below. This committee may delegate its authority to a subcommittee of its members and may allow limited delegations to management.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. QUALIFIED LEGAL COMPLIANCE COMMITTEE Committee Chair: T. Kevin DeNicolaOther Committee Members:Michael E. CollinsRoger A. CreggReginald M. Turner, Jr.Nina G. VacaDid not meet in 2017Chartercharter2024 Proxy Statement 25 Comerica Incorporated
Richard G. Lindner
Reginald M. Turner, Jr.Comerica'sComerica’s remedial efforts with respect to any such violations.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. Other Committees. The Special Preferred Stock Committee, the Capital Committee and the Capital Plan Committee are temporary committees ofOther Committees The Special Preferred Stock Committee was formed in 2020 to carry out the Board’s authority with respect to the issuance of preferred securities and to set the terms of such preferred securities. The Special Preferred Stock Committee did not meet in 2023. of Directors that did not meet in 2017.Board and Committee Meetings. There were six regular meetings of the Board, three special meetings of the Board and 24 meetings of the various committees and subcommittees of the Board during 2017. All director nominees and all incumbent directors attended at least seventy-five percent (75%) of the aggregate number of meetings held by the Board and all the committees of the Board on which the respective directors served.Comerica expects all of its directors to attend the Annual Meeting except in cases of illness, emergency or other reasonable grounds for non-attendance. All of the eleven Board members serving at the time of the 2017 Annual Meeting attended the 2017 Annual Meeting.NON-MANAGEMENT DIRECTORS AND COMMUNICATION WITH THE BOARDThe non-management directors meet at regularly scheduled executive sessions without management. Every year, the non-management directors elect a Facilitating Director, for a one-year term, to lead such sessions. Currently, Richard G. Lindner is the Facilitating Director at such sessions. Interested parties may communicate directly with Mr. Lindner or with the non-management directors as a group by sending written correspondence, delivered via United States mail or courier service, to: Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, 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: Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, Attn: Full Board of Directors. The Board of Directors' current practice is that the 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.Separating the roles wouldrisk creating the perception of having two chiefs, which could lead to fractured leadership and a weakened ability to develop and implement strategy. Mr. Babb has provided strong leadership to the Board and management, instilling a clear focus on the Company's strategy and business plans. Although the Board believes that it is more effective to have one person serve as the Company'sCompany’s Chairman and Chief Executive, it also believes that it is simultaneously important to have a robust governance structure to ensure a strong and independent Board. All directors, with the exception of the Chairman, are independent as defined under New York Stock ExchangeNYSE rules, and the Audit Committee, the Compliance Oversight Committee, the Enterprise Risk Committee, the Governance, Compensation and Nominating Committee and the Qualified Legal Compliance Committee are comprised entirely of independent directors.Board also hasnon-management directors annually elect an independent Facilitating Director (Mr. Lindner)(or lead director), currently Barbara R. Smith, who leads the non-management directors in regularly scheduledregularly-scheduled executive sessions. As Facilitating Director, Mr. Lindner'sMs. Smith’s duties include, but are not limited to, the following:heshe is available for consultation and direct communication.The Facilitating Director position is elected annually by the non-management directors. Board'sBoard’s independence and autonomous oversight of our business as well as Board communication and effectiveness. The executive sessions over which heshe presides allow non-management directors to discuss issues facing the Company, including matters concerning management, without any members of management present. The role of the Facilitating Director provides the necessary leadership for such discussions and serves as a bridge between the independent directors and the Company'sCompany’s management team.2024 Proxy Statement 26 Comerica Incorporated Risk management is one of the interlinking pillars of Comerica's corporate strategy which reinforces its critical role within our organization. In choosing when and how to take risks, we evaluate our capacity for risk and seek to protect our brand and reputation, our financial flexibility, the value of our assets and the strategic potential of our Company. Each year, our 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.•Enterprise Risk Committee. The Enterprise Risk Committee, as discussed on page 25, oversees policies, procedures and practices relating to credit risk, market risk, liquidity risk, operational risk (including cybersecurity 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. ToBoard 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, and Arthur Angulo have been designated the Board’s risk 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 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 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, 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. Table2024 Proxy Statement 27 Comerica Incorporated Contentshelp discharge its duties, the Enterprise Risk Committee has established the Enterprise-Wide Risk Management Committee.•Enterprise-Wide Risk Management Committee. This group is principally comprised of senior officers representing the different risk areas and business units. Members of the Enterprise-Wide Risk Management Committee are appointed by the Chairman and Chief Executive Officer of Comerica. It meets at least quarterly and submits a comprehensive risk report to the Enterprise Risk Committee each quarter providing its view of Comerica's risk position.•Chief Risk Officer. Comerica's Chief Risk Officer, Michael H. Michalak, reports directly to Comerica's Chief Executive Officer and to the Enterprise Risk Committee. He is responsible for overseeing risk on an enterprise-wide basis. This includes ongoing compliance with policies and procedures relating to risk management governance, risk management procedures, and risk control infrastructure, and monitoring compliance with such policies and procedures, among other responsibilities.•Board Risk Expert. In November 2016, Comerica appointed Michael E. Collins to the Board of Directors and to the Enterprise Risk Committee. 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 and has been designated the Board's risk expert.•Audit Committee. In addition to providing oversight of our financial statements and compliance with legal and regulatory requirements, 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.•General Auditor. Comerica's General Auditor, Christine M. Moore, reports directly to Comerica's Chief Executive Officer and to the Audit Committee. She is responsible for evaluating and opining on the effectiveness of Comerica's internal controls, policies and procedures.•Governance, Compensation and Nominating Committee. 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 on pages 73-76.Each of the Enterprise Risk Committee, the Audit Committee and the Governance, Compensation and Nominating Committee reports regularly to the full Board. The Board believes that Comerica has the appropriate leadership to help ensure effective risk oversight. This risk leadership includes our Chief Risk Officer, our Chairman and Chief Executive Officer, our independent Facilitating the Board, various committees of the Board, and various management committees.TRANSACTIONS WITH RELATED PERSONSReview of Transactions with Related PersonsComerica has adopted a 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.Comerica also has other procedures and policies for reviewing transactions between Comerica and its directors and executive officers, their immediate family members and entities with which they have a position or relationship. These other procedures are intended to determine whether any such transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer:•Annually, each director and executive officer is required to complete a director, director nominee and executive officer questionnaire, and each non-management director is required to complete an independence certification. Both of these documents elicit information about related person transactions. The Governance, Compensation and Nominating Committee and the Board of Directors annually review the transactions and relationships disclosed in the questionnaire and certification.•In order to monitor transactions that occur between the annual reviews, the independence certification also obligates the directors to immediately notify Comerica's General Counsel in writing if they discover that any statement in the certification was untrue or incomplete when made, or if any statement in the certification becomes untrue or incomplete at any time in the future. Likewise, under the Code of Business Conduct and Ethics for Members of the Board of Directors, any situation that involves, or may involve, a conflict of interest with Comerica, should be promptly disclosed to the Chairman of the Board, who will consult with the Chair of the Governance, Compensation and Nominating Committee.•Executive officers are bound by the Code of Business Conduct and Ethics for Employees and, in the case of the Chief Executive Officer and senior financial officers, by the Senior Financial Officer Code of Ethics.The Regulation O Policy and Procedure, questionnaire, certification, Corporate Governance Guidelines, Code of Business Conduct and Ethics for Members of the Board of Directors, Code of Business Conduct and Ethics for Employees and Senior Financial Officer Code of Ethics are all in writing.Banking and Credit Transactions with Executive Officers and DirectorsCertain of the executive officers and directors of Comerica, their related entities, and members of their immediate families were customers of and had transactions in the ordinary course of business (including loans and loan commitments, as well as other financial products and services) with banking affiliates of Comerica during 2017. 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, such loans and commitments 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 financial services not involving an extension of credit.91%93% of the full Board of Directors of Comerica, are independent within the meaning of the listing standards of the New York Stock Exchange.NYSE. In making such determination, the Board of Directors has affirmatively determined that the following current directors meet the categorical standards of independence described below, as applicable, and have no material relationship with Comerica (either directly or as a partner, shareholder or officer of an organization that has a relationship with Comerica) other than as a director: Arthur G. Angulo, Nancy Avila, Michael E. Collins, Roger A. Cregg, T. Kevin DeNicola,M. Alan Gardner, Jacqueline P. Kane, Derek J. Kerr, Richard G. Lindner, Jennifer H. Sampson, Barbara R. Smith, Robert S. Taubman, Reginald M. Turner, Jr., Nina G. Vaca and Michael G. Van de Ven. Additionally, all of the Audit Committee members satisfy the independence standards under Exchange Act Rule 10A-3 and NYSE rules, and all of the Governance, Compensation and Nominating Committee members satisfy the applicable independence standards under NYSE rules. The Board of Directors further determined that Ralph W. Babb, Jr.Curtis C. Farmer is not Additionally, Alfred A. Piergallini served on the Board of Directors until his retirement on December 31, 2017, and was also determined to be independent.Comerica'sComerica’s Corporate Governance Guidelines, in no event will a director be considered "independent"“independent” if, currently or (for items (i) through (v)) within the preceding three (3) years:his or hertheir immediate family, receives or received more than $120,000 per year in direct compensation from Comerica, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);Comerica'sComerica’s internal or external auditor and personally works or worked on Comerica'sComerica’s audit within that time;Comerica'sComerica’s present executives at the same time serves or served on that company'scompany’s compensation committee;Comerica'sComerica’s internal or external auditor, or any immediate family member of the director is a current partner of such firm; orDirector'sdirector’s immediate family is a current executive officer, of another company (other than a tax exempt charitable organization) that makes payments to or receives payments from Comerica for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company'scompany’s consolidated gross revenues.director'sdirector’s related interests, as defined in the Federal Reserve Board'sBoard’s Regulation O, if, (A) in each such case, the extension of credit was made in the ordinary course of business and is on substantially the same terms as those with non-affiliated persons; (B) in each such case, the extension of credit has been made in compliance with applicable law, including the Federal Reserve Board'sBoard’s Regulation O, if applicable; (C) in each such case, no material event of default has occurred under the extension of credit; (D) the aggregate amount of the extensions of credit to the Director and all of his or hertheir related interests does not exceed 1% of Comerica'sComerica’s consolidated assets; and (E) in each such case, the borrower represents to Comerica that, if the borrower is a company or other entity, that a termination of the extension of credit would not reasonably be expected to have a material and adverse effect on the financial condition, results of operations or business of the borrower; or, if the borrower is an individual, that a termination of the extension of credit would not reasonably be expected to have a material and adverse effect on the financial condition of the borrower.borrower;Table(ii)ordinary lending relationships entered into between Comerica and any member of Contents(ii)director'sdirector’s family;(iii)2024 Proxy Statement 28 Comerica Incorporated director'sdirector’s spouse or (c) any child of a director who is residing in the director'sdirector’s home, if the annual sales to, or purchases from, such entity constitute less than 1% of Comerica'sComerica’s consolidated gross revenues or constitute less than 1% of such entity'sentity’s consolidated gross revenues;(iv) and(v)Comerica'sComerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.Mr.and Van de Ven) have been made by Comerica Bank 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.Servicecertain directors on the same non-profit boards or executive committees as Comerica's executive officers.•Situations in which Comerica serves in a fiduciary capacity for a client needing legal services where it selects, on behalf 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 selectedservice, by Comerica (e.g., the firm that draftedofficers for not-for-profit entities with which a will in which Comericadirector is named fiduciaryemployed or otherwise affiliated.the associated estate). From time to time, this has resultedcredit) entered into in the engagement, byordinary course of business between Comerica and entities that employ a director, a director’s spouse or any child of a director who is residing in the client, ofdirector’s home, when the firm with which Mr. Turner is a member. Mr. Turner is not directly involved in providing these legal services, and any associated fees are paidannual sales to, the firm from the client's funds, not from funds belonging to Comerica.•Situations in which other members of Mr. Turner's law firm represent 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 feespurchases from, such parties it represents, but not from Comerica.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION2024 Proxy Statement 29 Comerica Incorporated 2017,2023, Mr. Cregg,Gardner, Ms. Kane, Mr. Lindner, Mr. Piergallini, 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 2017,2023, an officer or employee of Comerica or any of its subsidiaries, norsubsidiaries. Nor was any such member formerly an officer of Comerica or any of its subsidiaries.2024 Proxy Statement 30 Comerica Incorporated the recommendations of Mr. Babb, as well as 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“Role of the Independent Compensation Consultant" on page 55Consultant” for more information about the compensation consultant retained by the Governance, Compensation and Nominating Committee. Employee directors receive no compensation for their Board service. Director Compensation HighlightsoComerica maintains director stock ownership guidelines encouraging non-employee directors to own at least 5,000 shares2024 Proxy Statement 31 Comerica Incorporated Comerica Common Stock (including restricted stock units) within five years of the date the non-employee director was initially appointed or elected to the Board.•As of December 31, 2017, all non-employee directors who have served for five years or longer have met their respective stock ownership guideline levels.oRestricted stock units granted to non-employee directors generally vest over a period of three years after the grant date and will be settled in Comerica Common Stock on the later of the first anniversary of the director's separation from service on the Board and three years after the grant date.2017. Employee directors receive no compensation for their Board service.2023. In addition to the compensation describedElements of 2023 Annual Compensation Retainer (cash) $105,000 Audit Committee Chair and Vice Chair Retainer (cash) $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) $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 Elements of 2017 Compensation Amount $ 50,000 $ 20,000 $ 20,000 $ 25,000 $ 1,500 $ 1,500 $ 1,500 $ 100,000 Footnotes:Additional annual retainerThe Compliance Oversight Committee was established on August 16, 2023. Any compensation amounts were prorated for the chair and, if applicable, vice chair,portion of the Audit Committee.(2)Additional annual retainer foryear the chaircommittee existed and if applicable, vice chair, of each non-temporary committee, with the exception of the chair and vice chair of the Audit Committee. From January 1, 2017 to July 24, 2017, this annual retainer was $15,000. It was increased to $20,000, effective July 25, 2017.(3)2017,2023, each non-employee director received a grant of 1,3502,390 restricted stock units with a fair market value of approximately $100,000$120,000 based on the closing stock price on the date of grant. RSUs are vested at grant generally vesting over three years followingand settle after the dateone-year anniversary of grant.the director leaving the Board, except due to death, certain cases of disability or a change in control.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 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 $1,666.67 for 120 months, payable when he retires from the Board, except in the case of illness or disability. There is no survivor benefit. 2024 Proxy Statement 32 Comerica Incorporated the compensation of Comerica's directors who served at any point during the fiscal year ended December 31, 2017.2017 Director Compensation Table Fees Earned
or Paid in
Cash(2)
($) 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
($) 90,500 100,076 — — — — 190,576 101,000 100,076 — — — — 201,076 136,674 100,076 — — — — 236,750 78,500 100,076 — — — — 178,576 129,674 100,076 — — — — 229,750 62,000 100,076 — — — — 162,076 13,473 — — — — — 13,473 74,000 100,076 — — — — 174,076 116,674 100,076 — — — — 216,750 99,500 100,076 — — — — 199,576 77,000 100,076 — — — — 177,076 Name (1) 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 Footnotes:BabbFarmer is not included in this table.20172023 calendar year for Board and committee service. Comerica pays the applicable retainer and meeting fees to each non-employee director on a quarterly basis.20172023 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'sComerica’s Annual Report on Form 10-K for the year ended December 31, 2017.2023. The aggregate number of restricted stock units, including dividend equivalents that were reinvested in restricted stock units, outstanding as of December 31, 20172023 for non-employee directors who served on the Board during 2017,2023, is as follows: Mr. Angulo: 2,432 stock units; Ms. Avila: 4,110 stock units; Mr. Collins: 1,35514,230 stock units; Mr. Cregg: 21,18239,878 stock units; Mr. DeNicola: 21,182Gardner: 2,432 stock units; Ms. Kane: 17,51835,139 stock units; Mr. Kerr: 2,432 stock units; Mr. Lindner: 19,79638,087 stock units; Mr. Piergallini: 24,096Ms. Sampson: 2,432 stock units; Ms. Smith: 012,477 stock units; Mr. Taubman: 24,09643,649 stock units; Mr. Turner: 23,64443,064 stock units; Ms. Vaca:17,518 35,139 stock units; and Mr. Van de Ven: 1,35514,230 stock units. The restricted stock units can be accelerated due to death, disability or disability."Deferred“Deferred Compensation Plans"Plans” section below. Any 20172023 contributions to non-employee director deferred compensation programs are included in the "Fees“Fees Earned or Paid in Cash"Cash” column, perin accordance with SEC rules. This column does not include distributions under non-employee director deferred compensation programs in 2017 since they were reported2023, as provided in fees earned in the previous years.(5)Comerica'sComerica’s director defined benefit retirement plans on May 15, 1998, there was no change in the participants'participants’ pension values in 2017.2023. The only non-employee directorsdirector who both served in 20172023 and who werewas covered by the retirement plans are Mr. Piergallini andis Mr. Taubman.(6)Mr. Piergallini retired from the Board on December 31, 2017.Director Compensation Plans 2024 Proxy Statement 33 Deferred Compensation PlansNon-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 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 Incentive PlansA total of 350,000 shares of Comerica Common Stock can be issued as stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards under the Incentive Plan for Non-Employee Directors. Retirement PlansNo retirement plan is currently offered to non-employee directors.Mr. Piergallini and Mr. Taubman have vested benefits under legacy plans that were terminated in 1998. They will receive a monthly benefit of $1,666.67 (for 120 months, in the case of Mr. Taubman, and for 83 months, in the case of Mr. Piergallini), payable when the director reaches age 65 or retires from the Board, whichever occurs later, except in the case of illness or disability. There is no survivor benefit. IncorporatedPROPOSAL II SUBMITTED FOR YOUR VOTERATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors recommends that you vote "FOR"the proposal set forth below.The Audit Committee of Comerica has selected Ernst & Young LLP ("Ernst & Young"), our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2018, and recommends that the shareholders vote for ratification of such appointment.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 rotationindependent registered public accounting firm. In conjunction with the mandated rotationAppointment of Independent Registered Public Accounting FirmComerica's Board of Directors Recommends a vote "FOR" this proposal to Ratify the Independent Registered Public Accounting Firm. 2024 Proxy Statement 34 Comerica Incorporated independent registered public accounting firm's lead engagement partner, the Audit Committee and its Chairman are involved in the process for selecting Ernst & Young's new lead engagement partner. This rotation process recently occurred, with a new individual assuming the roleAppointment of lead engagement partner in 2017. The members of 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 selection of Ernst & Young is being submitted to the shareholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if Ernst & Young is ratified as Comerica's independent registered public accounting firm by the shareholders, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Comerica and its shareholders. Representatives of Ernst & Young are expected to be present at the Annual Meeting of Shareholders and will have the opportunity to make a statement if they so desire. The representatives also are expected to be available to respond to appropriate questions from shareholders.COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO RATIFY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Independent Registered Public Accounting FirmINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM20172023 and 2016.2023 2022 ($) ($) Audit Fees 3,954,017 3,773,239 Audit-Related Fees 401,549 312,483 Tax Fees 259,784 154,741 All Other Fees 8,000 3,827 4,623,350 4,244,290 2017 2016 $ 2,724,508 $ 2,590,577 295,400 328,200 677,820 59,172 113,309 294,346 $ 3,811,037 $ 3,272,295 Comerica'sComerica’s annual consolidated financial statements included in our Annual Reports on Form 10-K, the review of financial statements included in Comerica'sComerica’s Quarterly Reports on Form 10-Q, and services that are normally provided by Ernst & Young in connection with statutory and regulatory filings or engagements.Comerica'sComerica’s financial statements. Audit-related fees consisted mainly of the audits of Comerica'sComerica’s benefit plans and the internal control (SSAE 18 Report) for Comerica'sComerica’s trust department. The Audit Committee considered whether, and determined that the provision of these services iswere compatible with maintaining the independence of Ernst & Young.the independence of Ernst & Young. for fees for products and services other than those described in the previous three paragraphs. Those products and services consisted of subscription fees for on-lineparagraphs, namely subscriptions to online accounting and tax research tools for both 2017in each of 2023 and 2016, and permitted professional services related to a data analytics review in 2017 and a Comerica Bank FDIC Assessment Review for 2016.In connection with the advisory, management, trustee and similar services that Comerica's affiliates provide to mutual funds, collective funds and common trust funds, for the investment vehicles. In such cases,related to its advisory, management, trustee and similar services to mutual funds, collective funds and common trust funds. Comerica typically uses a request-for-proposal process thatfor this, and has resulted in the selection ofselected Ernst & Young, among other independent registered public accounting firms.others, from time to time. In addition, Ernst & Young has agreements with financial services companies pursuant to which it may receive compensation for certain transactions, includingComerica'sComerica’s customers when acting on their behalf in connection with lending or other relationships between Comerica'sComerica’s affiliates and their customers. The fees discussed in this paragraph are not included in the totals provided in the above paragraphs because the fees are generally charged to the investment vehicle, customer or other applicable party, except as noted on the "Fees“Fees to Independent Registered Public Accounting Firm"Firm” schedule above.2024 Proxy Statement 35 Comerica Incorporated (1) non-audit services (including tax services) to be provided by the independent registered public accounting firm, provided that pre-approval is not required with respect to non-audit services if (a) the aggregate amount of non-audit services provided to Comerica constitutes not more than 5% of the total amount of revenues paid by Comerica to its auditor during the fiscal year in which the non-audit services are provided; (b) such services were not recognized by Comerica at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee has authorized its chair to pre-approve such services between Audit Committee meetings. All of the services provided by Ernst & Young for the years ended December 31, 20172023 and December 31, 20162022 were pre-approved by the Audit Committee under its pre-approval policy.Footnote:(1)2024 Proxy Statement36 For purposes of the foregoing, permitted non-audit services shall not, unless otherwise allowed under applicable laws, include: (i) bookkeeping or other services related to the accounting records or financial statements of Comerica; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser, or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.Comerica Incorporated TableContentsThethe Appointment of Independent Registered Public Accounting Firmoversees Comerica's financial reporting process on behalfconsists of the Board of Directors and is comprised of all outside directors who are independent within the meaning of, and meet the experience requirements of, the applicable rules of the New York Stock ExchangeNYSE and the SEC. In addition to its duties regarding oversight of Comerica'sincluding as it relateson behalf of the Board of Directors. This includes processes to ensure the integrity of the financial statements and to assess the independent registered public accounting firm'sindependence, qualifications, and independence and the performance of the independent registered public accounting firm and Comerica'sComerica’s internal audit function, thefunction. The Audit Committee also oversees Comerica's asset quality review function. The Audit Committee has sole authority to appoint or replace the independent registered public accounting firm and is directly responsible for theits compensation and oversight of theits work, of the independent registered public accounting firm as provided in Rule 10A-3 under the Securities Exchange Act of 1934. The Board-adopted Audit Committee charter which was adopted and approved by the Board, specifies the scope of the Audit Committee'sCommittee’s responsibilities and the manner in which it carries out those responsibilities.Comerica'sComerica’s Annual Report on Form 10-K with management and the independent registered public accounting firm, including a discussion of the quality - not just themerely acceptability - of the accounting principles, reasonableness of significant judgments and clarity of disclosures in the financial statements and a discussion of related controls, procedures, compliance and other matters.statement on Auditing Standards No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.The Audit Committee also has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding(the "PCAOB") and the independent accountant's communications withSEC. It has received the Audit CommitteePCAOB-required written disclosures and letter from the registered public accounting firm concerning the firm's independence. The Audit Committee further discussed with the independent registered public accounting firm their independence from management and Comerica, and reviewed and considered whether the provision of non-audit services and receipt of certain compensation by the independent registered public accounting firm are compatible with maintaining the independent registered public accounting firm'sfirm’s independence. In addition, the Audit Committee reviewed all critical accounting policies and practices with the independent registered public accounting firm all critical accounting policies and practices to be used.Comerica'sComerica’s Annual Report on Form 10-K for the year ended December 31, 20172023 for filing with the SEC.T. Kevin DeNicola,Roger A. CreggNina G. VacaJanuary 22, 2018The following table provides information about Comerica's current executive officers. The Board has determined that the current officers who are in charge of principal business units, divisions or functions and officers of Comerica or its subsidiaries who perform significant policy making functions for Comerica are (1) the members of the Management Executive Committee and (2) the Chief Accounting Officer. The current members of the Management Executive Committee are marked with an asterisk (*) below.NameAge asofMarch 13,2018Principal Occupation andBusiness Experience DuringPast 5 Years(1)ExecutiveOfficerRalph W. Babb, Jr.*2024 Proxy Statement 37 69Chief Executive Officer (since January 2002), Chairman (since October 2002), President (January 2002 to April 2015), Chief Financial Officer (June 1995 to April 2002) and Vice Chairman (March 1999 to January 2002), Comerica Incorporated and Comerica Bank.1995-PresentJohn D. Buchanan*54Executive Vice President — Chief Legal Officer (since August 2015) and Corporate Secretary (since January 2016), Comerica Incorporated and Comerica Bank; Senior Vice President, General Counsel and Corporate Secretary (February 2012 to August 2015), Federal Reserve Bank of Dallas (regulatory agency); Senior Executive Vice President (February 2011 to February 2012) and General Counsel and Corporate Secretary (May 2007 to February 2011), Regions Financial Corporation (financial services company).2015-PresentMegan D. Burkhart*46Executive Vice President, Chief Human Resources Officer (since January 2010) and Senior Vice President and Director of Compensation (February 2007 to January 2010), Comerica Incorporated and Comerica Bank.2010-PresentMuneera S. Carr*49Chief Financial Officer (since January 2018), Chief Accounting Officer (July 2010 to January 2018), Executive Vice President (since February 2013) and Senior Vice President (February 2010 to February 2013), Comerica Incorporated and Comerica Bank; Senior Vice President, Head of Accounting Policy (June 2009 to January 2010), SunTrust Banks, Inc. (financial services company).2010-PresentThe Board of Directors Recommends a vote “FOR” this advisory proposal to approve Executive Compensation. NameAge asofMarch 13,2018Principal Occupation andBusiness Experience DuringPast 5 Years(1)ExecutiveOfficerCurtis C. Farmer*2024 Proxy Statement 38 55President (since April 2015); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011), Comerica Incorporated and Comerica Bank.2008-PresentPeter W. Guilfoile*57Executive Vice President and Chief Credit Officer (since February 2015), Comerica Incorporated and Comerica Bank; Executive Vice President, National Credit Administration Manager (May 2013 to January 2015) and Senior Vice President and Chief Credit Officer — Western Market (March 2009 to August 2013), Comerica Bank.2015-PresentMichael H. Michalak*60Chief Risk Officer (since February 2014), Executive Vice President (since November 2007) and Treasurer (July 2011 to November 2011), Comerica Incorporated and Comerica Bank.2003-PresentChristine M. Moore*55Executive Vice President (since July 2016), General Auditor (since May 2016), Senior Vice President (January 2007 to July 2016), Deputy General Auditor (September 2013 to May 2016), and Audit Director (January 2007 to September 2013), Comerica Incorporated and Comerica Bank.2016-PresentPaul R. Obermeyer*60Executive Vice President (since September 2010), Chief Enterprise Technology and Operational Services Officer (since April 2017) and Chief Information Officer (November 2010 to April 2017), Comerica Incorporated; Executive Vice President (since September 2005), Comerica Bank.2010-PresentMauricio A. Ortiz39Chief Accounting Officer (since January 2018), Senior Vice President (since February 2015), Assistant Controller (February 2015 to January 2018) and Vice President, Accounting Policy and Research (July 2011 to February 2015), Comerica Incorporated and Comerica Bank.January 2018-PresentFootnotes:*Member of the ManagementCommittee(1)References to ComericaCompensationComerica Bank (the primary banking subsidiary of Comerica) include their predecessors, where applicable.AnalysisExecutive Summary PROPOSAL III SUBMITTED FOR YOUR VOTEAPPROVAL OF A NON-BINDING, ADVISORY PROPOSAL APPROVING EXECUTIVE COMPENSATION The Board of Directors recommends that you vote "FOR"the proposal set forth below.Executive Compensation2023 Compensation Highlights annually reviewsmet six times in 2023 and acted once in 2023 through a unanimous written consent. In addition to those meetings and consent, senior members of management met with the Committee Chair (Ms. Kane from January to April 2023 and Mr. Van de Ven from April 2023 to present), either formally or informally, multiple times during the year in preparation for the Committee meetings.Name Occupation Curtis C. Farmer Chairman, President and Chief Executive Officer James J. Herzog Senior Executive Vice President and Chief Financial Officer Peter L. Sefzik Senior Executive Vice President and Chief Banking Officer Megan D. Crespi Senior Executive Vice President and Chief Operating Officer Megan D. Burkhart Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer Shareholder Outreach & Compensation Philosophy Shareholder Outreach to ensure that they demonstratemeet our objectives — demonstrating a strong pay for performance link, reflectpay-for-performance linkage while reflecting good governance and are consistentconsistency with appropriate industry practices. These programs are describedIn keeping with those principles, the Committee concluded that the structure it put in the "Compensation Discussionplace in 2021 continued to express a robust view of performance, capturing human capital management, sustainability, and Analysis" section, the compensation tablesother factors 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 theboth short and long-term;long-term objectives, and to reduce incentivesused that structure 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, the compensation of Comerica'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.Because your vote on this proposal is advisory, it will not be binding on the Board. However, the Governance, Compensation and Nominating Committee will take into account the outcome of the vote when considering future executive compensation arrangements. As required pursuant to Section 14A of the Securities Exchange Act, the Board has determined to hold an advisory vote on executive compensation every year until our shareholders vote again on the frequency of this advisory vote. Accordingly, shareholders will have the ability to vote again on our executive compensation next year at our 2019 Annual Meeting of Shareholders. Additionally, our shareholders will have the ability to vote on the frequency of the advisory vote (every one, two or three years) at our 2023 Annual Meeting of Shareholders.COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO APPROVE EXECUTIVE COMPENSATION.
2023.COMPENSATION DISCUSSION AND ANALYSISTable of Contents2024 Proxy Statement 39 Comerica Incorporated EXECUTIVE SUMMARY44Business Highlights for 201744Highlights for 201745COMPENSATION DECISIONS FOR THE 2017 PERFORMANCE PERIOD46Shareholder Outreach46Compensation Decisions for the Named Executive Officers47Realized Compensation53COMPENSATION PHILOSOPHY AND OBJECTIVES54Pay Practices54Roles and Responsibilities55Peer Group and Benchmarking56COMPENSATION ELEMENTS57Pay Mix Allocation57Base Salary57Incentive Compensation58Short-Term Incentive (AEI)58Long-Term Incentives61Other Benefits Programs and Compensation66Perquisite Policy67Looking Forward — 2018 Compensation Design Changes67OTHER COMPENSATION PRACTICES AND POLICIES70Stock Ownership Guidelines70Restrictions on Hedging and Pledging70Employment Contracts and Severance or Change of Control Agreements70Deductibility of Executive Compensation72Stock Granting Policy72Clawback Policies73Compensation Policies and Procedures that Affect Risk Management73GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE REPORT76COMPENSATION TABLES77
PhilosophyExecutive SummaryBUSINESS HIGHLIGHTS FOR 2017Significant progress was made in 2017. We benefitted meaningfully from our relationship banking strategy as interest rates increased. In addition, credit metrics remain strong. We demonstrated the continued successful implementation of our action-oriented improvement plan, GEAR Up, which we launched in mid-2016 to drive efficiencies and revenue. Our focus remains on enhancing our profitability and shareholder value by delivering solid results and positioning Comerica well for the future. Some of our noteworthy accomplishments in 2017 included1:•Grew 2017 revenue 11%, to an all-time record. This included a 15% increase in net interest income, which benefitted from higher interest rates as we prudently managed loan and deposit pricing.•Grew average loans by over $670 million, or 1%, excluding cyclical declines of $696 million in Energy and $412 million in Mortgage Banker Finance loans.•Grew average noninterest-bearing deposits by $1.3 billion, or 4%, to a record level.•Drove a 5% increase in noninterest income, with a large increase in card fees, as well as growth in several other categories with successful execution of GEAR Up.•Reduced expenses by 4% as we delivered GEAR Up initiative savings.•Improved our efficiency ratio to 58.6% by combining revenue growth with tight expense control.•Strong credit quality continued with 19 basis points of net charge-offs, which is well below our historical norm.•Achieved an 84% increase in pre-tax income and a 54% increase in earnings per share over 2016.•Increased buybacks under the equity repurchase program by 75% and raised our quarterly dividend in April and July. Through the buyback and dividends, we returned $724 million to our shareholders, a 58% increase over 2016.•Stock price increased 27%, the best performance of all peers, and it outperformed the KBW and S&P 500 indices for the second consecutive year.•Granted approximately 4,500 non-officer colleagues a one-time bonus of $1,000 and raised our minimum wage to $15 per hour, which positively impacts over 700 employees.•Made significant progress on our 2020 Environmental Sustainability Goals to reduce emissions, water consumption, waste generation and paper, including the achievement of our 2020 greenhouse gas reduction goal ahead of schedule, with a reduction of 22.4 percent relative to our 20 percent target.•Total shareholder return ("TSR"), which includes price appreciation and dividends paid, for the one-, three- and five-year period was 29%, 95% and 212%, respectively.1Balances as of December 31, 2017, as compared to December 31, 2016. Activity and performance for the year ended December 31, 2017, as compared to the year ended December 31, 2016.2017 Relative Performance SnapshotFor purposes of these charts, peer average is the average of the relevant metric for Comerica's peer group. The peer group is listed in the "Peer Group and Benchmarking" section of this proxy statement on page 56.COMPENSATION HIGHLIGHTS FOR 2017We use our executive compensation programs to align the interests of executive officers with the interests of our shareholders. OurWe design our programs are designed to attract, retain and motivate leadership to sustain our competitive advantageadvantages in the financial sector, and to provide a framework that encourages strong financial results and positive shareholder returns over the long-term.Our executive compensation programs are developed through a robust review process between management and the Board of Directors. For 2017, key decisions related to executive compensation included:*Reviewed compensation plans to ensure market competitiveness and alignment of performance measures with corporate goals. The compensation programs for 2017 were consistent with 2016 and included:oA three-year performance share program where payouts are contingent on the achievement of specific prospective financial goals and include a negative modifier in the case of bottom quartile relative TSR performance;oA short-term cash incentive program that measures absolute performance as opposed to relative peer performance;oA long-term cash incentive program based on performance relative to peers, with no payout in the bottom quartile; andoA forfeiture provision applicable to all equity awards that allows for the cancellation of unvested equity awards in the event a participant engages inconduct that results in or is likely to result in a material adverse impact (financial or reputational) to Comerica.*Made changes to the retirement programs to provide valuable retirement benefits in a cost-effective, sustainable manner while remaining competitive with the market.*Redesigned compensation programs for 2018 to better align them with short and long-term goals, and shareholder and regulatory feedback, while maintaining a strong pay for performance linkage.Shareholder outreach is an integral part of Comerica's business practices, as shareholders provide insight on a variety of topics, including operations, governance and compensation. In addition to discussing industry matters and Comerica's performance, we receive feedback frequently from our investors at investor conferences, in which we participate at least quarterly, and during periodic office visits to investors' offices or when investors visit our Dallas headquarters. Over the past several years, in the first and fourth quarters, Comerica has solicited input from shareholders specifically aimed at supporting an ongoing dialogue to address governance, compensation and other topics of interest.During 2017, as is our customary practice, we reached out to our top 25 shareholders, who collectively hold approximately 53% of our shares, as well as a number of additional shareholders who expressed an interest in providing feedback or who had provided feedback in the past. Approximately 98% of our shareholders voted for our 2017 "Say On Pay" proposal.We considered this overwhelming shareholder support in reviewing our executive compensation programs for 2017 and 2018. Notwithstanding this support, we made important changes to some elements of our programs for 2018, to further align the focus of all senior officers with our short and long-term goals, while retaining our core pay for performance philosophy. Key 2018 changes include:*The Annual Executive Incentive Program ("AEI") remains in place to allow for year over year consistency and is now the only cash incentive program. It continues to measure annual absolute metrics based off of EPS and ROA, which are commonly referenced and transparent indicators of performance among peers and shareholders alike.*Elimination of the Long-Term Executive Incentive Program ("LTEI") which measured three-year average EPS growth excluding non-performance items and ROA excluding non-performance items on a relative (compared to our peers) basis for the previous three-year period. Elimination of this program aligns with feedback received from investors and regulators and better aligns Comerica's executive compensation program design with other financial institutions.*The opportunity provided under the former LTEI was redistributed between the AEI and equity awards, which places more emphasis on annual performance for cash incentives while reinforcing long-term performance through the equity program.*We replaced time based restricted stock awards ("RSAs" or "restricted stock") with restricted stock units ("RSUs"). A retirement provision has been added to the RSUs, and dividends are accumulated and paid in cash at the time of vesting.*The stock mix was revised to allow eligibility for all senior officers, regardless of pay grade, to participate in the Senior Executive Long-Term Performance Program ("SELTPP"), a3-year forward looking performance plan measuring absolute three-year average ROCE excluding non-performance items and TSR.The Governance, Compensation and Nominating Committee (the "Committee") and management both conducted thorough reviews of the 2018 plans and were comfortable that the new programs meet our objectives - ensuring the compensation programs demonstrate a strong pay for performance linkage, reflect good governance and are consistent with appropriate industry practices. Additionally, the 2018 programs will continue to support GEAR Up initiatives and fuel our pursuit of maximum growth and productivity. The Committee will continue to consider shareholder feedback, as well as evolving executive compensation practices and regulatory requirements, in the future when designing executive compensation programs.COMPENSATION DECISIONS FOR THE NAMED EXECUTIVE OFFICERSFor 2017, Comerica's named executive officers ("NEOs") were as follows: Named Executive Officers Ralph W. Babb, Jr.Chairman of the Board and Chief Executive Officer David E. DupreyExecutive Vice President and Chief Financial Officer Curtis C. FarmerPresident John D. BuchananExecutive Vice President - Chief Legal Officer, and Corporate Secretary Michael H. MichalakExecutive Vice President and Chief Risk Officer Individual compensation decisions (base salary adjustments and incentive awards) for all the NEOs are based upon operational performance, achievement of strategic initiatives and individual performance. The Committee, in its sole discretion, determines any salary adjustments and approves the short-term and long-term incentive awards for the CEO.Base SalaryThe Committee approved normal base salary increases for the NEOs that were effective February 2017. The normal base salary increases include a standard merit increase andsector. They also recognize individual performance, experience, criticality of the position and market data. 2017 Salary Increases Percent Increase 2017 Base Salary Mr. Babb 2.0% $1,290,000 Mr. Duprey 4.0% $624,000 Mr. Farmer 3.0% $721,000 Mr. Buchanan 3.1% $593,000 Mr. Michalak(1) 10.0% $550,000 (1)Mr. Michalak's increase in base salary is reflective of the increase in scope of the Chief Risk Officer's role due to additional regulatory and corporate responsibilities.Annual Executive Incentive ProgramThe Annual Executive Incentive Program, or AEI, measured our earnings per share excluding certain non-performance items ("EPS excluding non-performance items") and return on average assets excluding certain non-performance items ("ROA excluding non-performance items") versus pre-established performance goals over a one-year performance period. See "Short-Term Incentive (AEI)" below for a description of how we calculate these measures. The targets were derived from our internal financial plan that is used to set corporate and business unit performance goals. Details about the program structure can be found on pages 58-61. 2017 Annual Performance
Metric CMA
Goal CMA
Actual Performance Achievement EPS excluding non-performance items $3.75 $4.90 131% ROA excluding non-performance items 0.93% 1.23% 132% Total Weighted Achievement 131%
As reflected in the chart above, Comerica made significant forward progress in 2017. Revenue grew 11 percent, including a 15 percent increase in net interest income, which benefited from higher interest rates as we prudently managed loan and deposit pricing. In addition, successful execution of our GEAR Up initiative helped increase fee income 5 percent and lowered expenses 4 percent. We continued to adeptly navigate the energy cycle, and credit quality remained strong. Altogether, this drove a $564 million increase (84 percent) in pre-tax income. Funding resulted in a 224% achievement, which is above the AEI's maximum allowed target of 200%.The AEI was funded based on corporate performance ("AEI corporate funding"), but individual awards may differ from funding as they are based on each NEO's performance. To help evaluate individual performance and determine each NEO's award, performance scorecards (for NEOs other than the CEO) and annual reviews are utilized. The Committee evaluates the CEO's individual performance using similar criteria as set forth in the performance scorecards, but does not use a scorecard in its review process. The evaluation of individual performance cannot increase awards for employees covered by Section 162(m) of the Internal Revenue Code above the AEI corporate funding level, but can be used as the basis to determine if a negative adjustment should be made. Individual Award Percent of Target
AEI Award $2,580,000 200% $936,000 200% $1,355,000 198% $770,900 200% $708,000 198% Mr. Babb's AEI award was determined by the Committee utilizing the AEI corporate funding level as the baseline. After a review of Mr. Babb's performance, which includes factors such as Comerica's financial results, regulatory compliance and leadership, the Committee awarded Mr. Babb 100% of his AEI corporate funding amount.For the remainder of the NEOs, the Committee determined their individual AEI awards utilizing the AEI corporate funding amount achieved based on corporate results, followed by an assessment of individual performance, including feedback from the CEO for potential reductions.Individual performance factors utilized in determining awards for the NEOs included the following:David E. Duprey•Finance department performance against financial plan•Response to legislative and regulatory developments•Communication with investors and analysts through quarterly earnings calls, conferences and other shareholder outreach efforts•Interaction with regulators and customers•Partnership across all lines of business to improve operating results•Risk management•Leadership skills demonstrated within department and across the organization•Demonstration of the core values of the Comerica Promise: customer centricity, collaboration, integrity, excellence, agility, diversity and involvement•Demonstrated support of Comerica's diversity and inclusion goals•Talent management and succession planningIn particular, in 2017, Mr. Duprey achieved financial objectives related to GEAR Up initiatives and continued to improve the financial forecasting process.Curtis C. Farmer•Business Bank, Retail Bank, Wealth Management and Marketing performance against financial plan•Continued implementation and assessment of long-term strategic plan•Implementation of targeted strategies to drive market share, increase non-interest income and improve operational efficiencies•Analysis, development and enhancement of products and services for each line of business•Partnership across business lines to strengthen customer relationships and improve operating results•Manage marketing and public relations for all of Comerica and demonstration of the core values of the Comerica Promise: customer-centricity, collaboration, integrity, excellence, agility, diversity and involvement•Leadership skills demonstrated within department and across the organization•Risk management•Demonstrated support of Comerica's diversity and inclusion goals•Talent management and succession planning•External interaction with customers, investors and communitiesIn particular, in 2017, Mr. Farmer successfully executed ongoing GEAR Up initiatives, specifically the End-to-End Credit Redesign which involved enhancing consistency across divisions, expanding revenue through key contracts and alliances and improved risk management oversight.John D. Buchanan•Administer governance matters for the Board of Directors and Board committees•Manage relationships with federal and state regulatory agencies•Oversee government affairs unit•Demonstrate leadership within the department and across the organization•Direct legal affairs of Comerica in all areas, including legal compliance with federal and state law, rules and regulations•Talent management and succession planning•Demonstrated support of Comerica's diversity and inclusion goalsIn particular, in 2017, Mr. Buchanan successfully provided counsel regarding best practices in corporate governance matters and maintained strong relationships with federal and state banking agencies.Michael H. Michalak•Oversees Enterprise Risk Management unit•Oversees capital planning, corporate strategic planning and corporate development•Partnership across business lines to strengthen the risk identification and assessment process•Delivered aencourage strong risk management framework•Demonstrated communication, education and training to support overall risk management•Demonstration of the core values of the Comerica Promise: customer-centricity, collaboration, integrity, excellence, agility, diversity and involvement•Leadership skills displayed within department and across the organization•Talent management and succession planning•Demonstrated support of Comerica's diversity and inclusion goalsIn particular, in 2017, Mr. Michalak provided strong leadership and continued to drive GEAR Up initiatives while successfully managing compliance and regulatory oversight within the organization.Based on evaluations of the foregoing factors, the Committee approved the remaining NEOs' AEI awards in amounts ranging from 198% to 200% of the AEI corporate funding amounts, as shown in the "2017 AEI Program Awards" table above.Long-Term IncentivesCash IncentivesThe 2017 Long-Term Executive Incentive Program, or LTEI, measured ROA excluding non-performance items and growth of EPS excluding non-performance items relative to our peergroup over a three-year performance period from 2015-2017. Funding for the LTEI was based on our ranking compared to peers. Details about the program structure can be found on pages 61-63. CMA Relative Rank Weighted
Payout Total Payout
(% of target) 19.55% 3rd 50% 0.91% 10th 50% 80% See "Long-Term Incentives" below for a description of how we calculate these measures, as well as Annex A for a reconciliation of non-GAAP and GAAP measures presented.The performance criteria applicable to the CEO and the other NEOs for purposes of overall LTEI funding were determined solely on corporate financial performance. The LTEI was funded based on corporate performance rankings. With respect to the allocation of the resulting incentive pools to specific NEOs, however, the Committee reserved the right to reduce the calculated awards to account for individual performance or other operating considerations. Based on evaluations of the individual performance factors outlined above under the "Annual Executive Incentive Program" section, the Committee elected not to reduce individual LTEI awards, as shown in the table below. Individual Award Percent of Target Award $722,400 80% $199,680 80% $346,080 80% $119,918 80% $143,000 80% Equity IncentivesEquity awards are granted each year vesting over three, four and five years and comprise approximately 90% of total long-term incentives for 2017. Equity awards include the SELTPP, restricted stock awards (15%) and stock options (10%). A substantial portion of the award is subject to robust performance measures, and the value that is ultimately earned by the NEOs will be contingent on both performance and stock price. The target award for each individual was determined based on the following corporate factors:•Comerica's current and past performance compared to the applicable business plans and strategic initiatives as described above under the heading "Annual Executive Incentive Program";•Regulatory considerations; and•Competitiveness of equity values expressed both as monetary value and as a percentage of base salary, compared to market data on equity awards and total compensation, which is compiled by the Committee's independent compensation consultant each year.Due to the forward-looking nature of the awards and the strong performance metrics incorporated in the SELTPP, the 2017 awards were granted in the first quarter of 2017 at target, with a maximum payout of 150% and the possibility of a 0% payout if threshold performance is not achieved.However, the Committee had the ability to reduce any executive's target award if deemed appropriate. Stock Option Grant Restricted
Stock Grant SELTPP Grant
(Target) Total Equity
Grant Value $357,294 $539,927 $2,642,509 $3,539,730 $81,872 $123,818 $605,582 $811,272 $111,679 $168,812 $825,763 $1,106,254 $57,065 $86,267 $422,153 $565,485 $49,613 $75,103 $366,859 $491,575 The table below outlines the total incentive compensation awarded to the NEOs for 2017 by the Committee.
REALIZED COMPENSATIONThe Summary Compensation Table on pages 77-78 includes not only compensation elements actually paid in or with respect to 2017 (such as 2017 salary and cash incentives paid for performance periods that ended in 2017), but also (1) 2017 equity grants that provide a future incentive opportunity based on Comerica's performance, but which do not vest for several years and which, when realized, may differ in value from the amounts shown in the Summary Compensation Table, and (2) retirement values that will fluctuate each year based on market conditions and which are ordinary accruals under Comerica's existing plans and arrangements and are not determined by the Committee on an annual basis as part of the compensation decision-making process, as can be seen in the Summary Compensation Table between 2015 and 2016, as changes in the discount rate drove changes in pension accruals.The table below shows compensation actually received by the CEO for 2017 – or his "realized pay" – as compared to the Summary Compensation Table totals. Realized pay includes salary, cash incentives paid for the measurement period ending 2017 (AEI and LTEI), any stock option exercises, SELTPP or RSA vestings that occurred in 2017 as well as 401(k) contributions for the year. Realized pay increased from 2017 to 2016 primarily due to Comerica's higher stock price in 2017, which resulted in greater option exercise activity and higher restricted stock values, as well as increased AEI and LTEI payouts related to Comerica's strong 2017 performance.
Compensation Philosophy and ObjectivesWe use our executive compensation programs to align the interests of executive officers with the interests of our shareholders. Our programs are designed to attract, retain and motivate leadership to sustain our competitive advantage in the financial sector, and to provide a framework that encourageshelp promote outstanding financial results and shareholder returns over the long-term. We generally strive to set target compensation opportunities near the median of our peer group, with actual payouts in respect ofgroup; and variable compensation dependentpayouts depend on performance.performance against pre-established targets. We utilize a mix of variable compensation programs that measureto reward long-term and short-term results with rewards deliveredresults. We deliver payouts in a mix of cash and shares of Comerica'sComerica’s common stock. This balanced approach towards compensation supports our business strategies aligns withand strengthens our pay for performance philosophy, and is reinforced throughpay-for-performance philosophy. We use sound compensation governance as an essential part of our risk management, and we avoid providing incentives to mitigatetake excessive risk taking.PAY PRACTICES
What We Do Have:What We Don't Have: •Sarbanes-OxleyDodd Frank requirements •Employment agreements* • which the Committee can utilizeuse in the event of adverse risk outcomes to cancel all or part of outstanding, unvested stock awards�� •Excise tax gross-up payments for change of control agreements entered into after 2008, and Comerica will not include this provision in future agreements • both senior executives and the Board of Directors. TheWe expect our CEO is expected to own 6X his salary the President 4X his salaryrate and theother NEOs to own 3X their salary;theirs; directors have a 5,000 share5,000-share holding expectation •Modified single trigger severance for change of control agreements entered into after 2008, and Comerica will not include this provision in future agreements •
Employment agreements •SARsstock appreciation rights ("SARs") without shareholder approval •Prohibition on pledging •Perquisites, which were eliminated for executive officers in 2010 is prohibited •Post vesting holding requirement for directors. Vested restricted stock units are settled in Comerica Common Stock on the first anniversary of the director's separation of service from the Board. •Annual non-binding say on pay vote •Negative discretion which the Committee can utilize in determining incentive funding or award determinations •Independent compensation committee comprised entirely of independent directors*Mr. Babb has an outstanding Supplemental Pension and Retiree Medical Agreement dated May 29, 1998. Details can be found on page 72.ROLES AND RESPONSIBILITIES2024 Proxy Statement 40 Comerica Incorporated Roles and Responsibilities is responsible for overseeingwhich consists of entirely independent members, oversees the development and administration of our executive compensation programs, is comprised of independent directors, and it reviews and approves all aspects of oursuch programs.compensation programs.the Committeemembers in satisfying its responsibilities,those decisions, the Committee retained Frederic W. Cook & Co. Inc., ("(“FW Cook"Cook”) in June of 2013 to act as itsan independent consultant. FW Cook reportsconsultant reporting directly to the Committee and performs no other work for Comerica. As part of its annual review of FW Cook. in 2017,Committee. Annually the Committee analyzed if hiringevaluates FW Cook would raise a conflictand its primary individual advisor on the quality of interest. The Committee performed this analysis by taking into consideration the following factors:•Any other services provided to Comerica by FW Cook•The amount of fees FW Cook received from Comerica as a percentage of FW Cook's total revenue•Policies and procedures FW Cook utilizes to prevent conflicts of interest•Any business or personal relationship of the individual compensation advisor of FW Cook with any member oftheir services. Following its 2023 review, the Committee or an executive officer of Comerica•Any Comerica stock owned by FW Cook orextended the Committee's individual advisor•Any business or personal relationship of FW Cook with an executive officer of ComericaWith respect tothrough July 2024. At that time, the Committee's evaluation ofCommittee also reviewed FW Cook's independence, Comericaconsidering information provided by FW Cook:payprovide any feesservices to FW CookComerica in 20172023 other than in connection with work performed for the Committee. During the analysis, 's primary representative to the Committee indicated thatCook's 2023 Comerica fees paid annually to FW Cook by Comerica arewere less than 1% of FW Cook'sCook’s annual consolidated total revenue. He also discussed with the Committee variousdeveloped by FW Cookand procedures were designed to safeguard the independenceprevent conflicts of the compensation advice it provides; indicated that he hasinterest.relationshiprelationships with any Committee membersmember or Comerica executive, officers at Comerica; indicated that he is not awareother than through the Committee's engagement of any personal or business relationship between Comerica's executive officers and FW Cook; and indicated that neither heCook.his immediate family members ownits primary individual advisor owned any Comerica shares. The Committee determined, basedcommon stock.analysisreview of these, and any other factors it considered relevant, the above factorsCommittee concluded that the work of FW Cook and the individual compensation advisors it employed by FW Cook as compensation consultants to the Committee hashad not presented any conflictconflicts of interest.Role ofIndependent Compensation Consultant:meetingseffectivenesscompensationstatementCommitteeensureoversee programs to align executivesexecutives' interests with shareholders' interestsThe compensation consultantshareholders’ interests.The Committee may consult with its independent compensation consultant as described above; however, the Committee uses its own judgment in making final decisions regarding the compensation paid to our executive officers.CEO:ProvidesHuman ResourcesAdministrative Officer, to aid in determining compensation recommendationsAssessesreportsMeets privately in executive sessionCommitteeCEO to discuss talent managementDoes not playhisthe officer's own compensation.Peer Group utilizedused the following peer group to evaluate and understand market pay levels and practices among similarly situated financial institutions. To determineinstitutions in 2023. It determined the peer group after reviewing the top 50 U.S. financial institutions, based on asset size, were reviewed using a variety of financial metrics (assets,(such as their assets, revenue net income, and market capitalization), their business models, their geographic locations and their competition with Comerica for talent. TheWe generally used the same peer group is used in makingfor investor presentations on financial comparisons for purposes of investor presentations.performance. FW Cook provides feedbackadvised the Committee on the construct of the peer group. 2017 Peer Group •BB&T Corporation •KeyCorp •Huntington Bancshares Inc. •Synovus Financial Corporation Citizens Financial Group, Inc. KeyCorp Webster Financial Corporation Cullen/Frost Bankers, Inc. M&T Bank Corp. Western Alliance Bancorporation •Cullen/Frost Bankers Inc. •Zions Bancorporation •Fifth Third Bancorp •SunTrust Banks, Inc. • •Zions Bancorporation •Huntington Bancshares Inc.generates a compensation analysis for the Committee based onannually analyzes our peer group'sgroup members’ compensation, using their proxy data. RecognizingThe Committee recognizes that peers may be bigger or smaller than Comerica, that Comerica's CEO is more tenured than the average of our peers, and that officer positions listed in the proxy vary from company to company,company; as a result, it reviews FW Cook'sCook’s data is used only as a general indicator of compensation trends and pay levels and is not used to set specific compensation levels for the CEO or the other NEOs. The Committee reviews individual and companyCompany performance, historical compensation, as well as the scope of each position, and other factors to determine total compensation for the NEOs. We generally strive to be at the median of the marketplace on all elements ofin total compensation and expect variable compensation to increase or decrease relative to the median based on performance. OnceThe Committee reviews total compensation targets are established, they are reviewed in relation to the market data to ensure they are both appropriate and competitive.specialistsfirms to evaluate compensation for our broader executive group and other employee positions.Compensation Elements2024 Proxy Statement 42 Comerica Incorporated PAY MIX ALLOCATIONCompensation Elements & 2023 Pay Actions Pay Mix Allocation "pay for performance."“pay-for-performance.” Placing more emphasis on pay for performancepay-for-performance helps to incentivize and reward long-term value creation, which aligns with shareholder interests.executives'executives’ total compensation is comprised of three primary elements: base salary, a short-term incentive and long-term incentives. The long-term incentives consist of the LTEI,SELTPP units, RSUs and stock options, RSAs and SELTPP units. Theoptions. Our emphasis on variable compensation is illustrated below.
BASE SALARY2024 Proxy Statement 43 Comerica Incorporated Base Salary is used to compete in the market for talent, and it forms the foundation for our other reward vehicles. We provideset competitive base salaries tofor our NEOs in recognition of their responsibilities. In addition to benchmark data, we consider the NEO'sresponsibilities, performance, experience, time in the position contribution and contributions. We also consider internal parity. In determining if an adjustment should be made during our annual merit cycle, the CEO and Committee primarily consider the NEO's performance against the prior year's goals, along with any changes in responsibilities. To promote a performance culture,parity factors. Base salary increases are not automatic or guaranteed.
The Committee approved base salary increases for the NEOs, which were effective January 2023, as detailed below.Name
1/1/2023
12/31/2023% Increase Notes Mr. Farmer 1,050,000 1,075,000 2.4 Merit Increase Mr. Herzog 625,000 675,000 8.0 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities Mr. Sefzik 600,000 650,000 8.3 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities Ms. Crespi 560,000 605,000 8.0 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities Ms. Burkhart 544,000 590,000 8.5 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities plan2023 incentive compensation designs is below.Short-Term Long-Term AEI SELTPP Stock Option RSU Cash Performance
ProgramEquity Performance
ProgramEquity Incentive Equity Incentive 1-year Measurement
Period (2023)3-year Prospective
Measurement Period
(2023 – 2025)4-year Vesting Schedule 4-year Vesting Schedule Exercise price is set to the closing price on the date of grant Relative ROCE Strategic Initiatives (20%) Relative TSR modifier providedcompleted and averaged over the three-year performance period to determine SELTPP ROCE over a three-year period.the chart below. 2024 Proxy Statement44 SUMMARY OF 2017 INCENTIVE COMPENSATION AEILTEISELTPPRSAStock Option Short-Term Cash Performance ProgramLong-Term Cash Performance ProgramLong-Term Equity Performance ProgramLong-Term Equity IncentiveLong-Term Equity Incentive Absolute EPS Excluding Non-Performance Items (75%)Relative Average EPS Excluding Non-Performance Items Growth (50%)Absolute ROCE Excluding Non-Performance ItemsVest over 5 yearsVest over 4 years Absolute ROA Excluding Non-Performance Items (25%)Relative ROA Excluding Non-Performance Items (50%)Relative TSR – negative modifier Annual Measurement Period (2017)3 Year Historical (2015 – 2017)3 Year Prospective (2017 – 2019) Comerica IncorporatedIncorporate both relativeabsoluterelative performance measures and a negative TSR modifier to align executives'executives’ interests with shareholdersfeedbackexpectationsprovisionsThe AEI and LTEI are awarded pursuant to Comerica's shareholder-approved Management Incentive Plan ("MIP"). The SELTPP units are awarded pursuant to Comerica's shareholder-approved Amended and Restated 2006 Long-Term Incentive Plan ("2006 LTIP"). Short-TermAnnual Executive Incentive (AEI)(Short-Term Cash Incentive)within the organization (approximately 310)385 individuals), participatedparticipate in the 2017 AEI. The AEI is awarded pursuant to Comerica’s Management Incentive Plan (“MIP”). This program measured Comerica'smeasures Comerica’s absolute performance for one-year MIP EPS, excluding non-performance items and ROA excluding non-performance items against internal goals. The goals or metrics used to measure performance were established at the beginning of the year and approved by the Committee. Each metric is intended to be a robust measurement of performance that is aligned with our financial plan but does not incent excessive risk taking. Factors such as prior year performance, the forecasted economic and regulatory environmentMIP Efficiency Ratio and strategic initiatives are all considered when establishing target performance.We selectedinitiatives. The Committee approved these metrics because they are commonly used by investorsbalance financial, operational and analysts to evaluateorganizational health metrics. We include strategic initiatives for a financial institution's performance. In addition, unlike other metrics that may be calculated differently, these metrics have a generally prescribed formula,more robust consideration of performance and may be easily validated.promote focus on accomplishing key objectives supporting longer-term success. We believe the use of a variety of measures that are well understood, transparent and based on the audited financial resultsallow for a holistic view ofComerica are performance is the foundation of a responsible incentive program that rewards performanceachievement without encouraging participants to take excessive risk.Metrics:•Absolute EPS excluding non-performance items versus goal – weighted 75%•Absolute ROA excluding non-performance items versus goal – weighted 25%Measurement Period:•One-year prospective
Corporate Funding:•Below 75% of goal = no funding•75% of goal = threshold funding (50%)•100% of goal = target funding (100%)•125% of goal = maximum funding (200%) •Funding increases by 4% for every 1% of achievement above target performance and decreases 2% for every 1% below target performance. 2017 Annual Performance
Metric CMA
Goal CMA
Actual Performance Achievement $3.75 $4.90 131% 0.93% 1.23% 132% Total Weighted Achievement 131% Total Payout as a Percent of Target 200% 
Funding Percentage Calculation
For 2017, funding resulted in a 224% achievement, which is above the AEI's maximum allowed target of 200%.Individual incentive targets for the AEI: Level Target Maximum CEO 100% 200% President 95% 190% CFO 75%* 150% Other NEOs 65% 130% *For 2017, the CFO target was increased to align with the market and better reflect the role of the CFO within the organization.CEO Individual Funding Example:Incentive Target × Funding Percentage × Base Salary100% × 200% × Base Salary = CEO FundingFunding is formulaic, but the Committee retains negative discretion to reduce overall funding and, in addition, individual awards can be reduced if individual goals are not achieved.Each NEO had a target opportunity under the 2017 AEI expressed as a percentage of base salary. Funding under the program is a product of base salary, the AEI target opportunity and the funding percentage.
robustthorough planning process to identify areas of opportunity from both a revenue and expense standpoint. Several factors are considered, such as strategic initiatives, prior-year performance, shareholder expectations, the current and forecasted economic environment and potential regulatory changes. Utilizing these factors, anThe Committee then sets internal goal is setfinancial goals for the performance awards at the beginning of the year that isare balanced, in that it requiresthey require rigor and focus to achieve, but doesthat do not incent excessive risk-taking. As you can see inchart above,Committee that we apply to the goals increased significantly from 2016 to 2017. The increase was intended to act as a driver to ensureplan funding and the senior officers were focused on implementing key goals outlined in the GEAR Up initiative.This formula was usedofficer’s base salary to calculate the corporateindividual funding. 2017 individual awards were determined based on an assessment of individual performance. The Committee reserveskept the right to reduce the corporate funding and has used this discretion in prior years to adjust funding under the one-yearCEO's cash incentive program downward to better align incentives with Comerica's overall performance.target for 2023 at 150% of base salary. The Committee cannot increase overall AEI funding, nor can it increase awardsincreased our CFO's target to employees covered under Section 162(m) of the Internal Revenue Code to exceed the funded amount.EPS is calculated based on net income attributed or allocated to common shareholders,100% and ROA is calculated based on net income. The after-tax impact of any adjustments related to a change inaccounting principle, merger/acquisition charges, deferred tax adjustment and restructuring charges incurred during the year, if applicable, were added back to reported net income available to common shareholders and net income to determine EPS excluding non-performance items and ROA excluding non-performance items, respectively. For 2017, restructuring charges (after-tax) and a charge to adjust deferred tax assets related to a change in the Federal corporate tax rate under the Tax Cuts and Jobs Act were added back to reported net income available to common shareholders and net income. Long-Term IncentivesThe long-term incentives are comprised of four components: the LTEI, stock options, RSAs and the SELTPP units. Using a mix of both cash and equity allows us to motivate and retainincreased our NEOs, as well as align executives with Comerica's performance over multiple years. Our cash program, the LTEI, measures long-term historical performance, while equity awards measure Comerica's future performance both on achieving specified goals during a three-year performance period and through changes in stock price.Overall, our long-term incentives emphasize performance-based awards, as you can see in the chart below.
LTEIMetrics:•Relative three-year average growth of EPS excluding non-performance items – weighted 50%•Relative ROA excluding non-performance items – weighted 50%Measurement Period:•Three-Year Historical: 2015-2017 for 2017
Funding Scale: 2017 LTEI
Funding Scale Rank Funding 1 200% 2 180% 3 160% 4 140% 5 120% 6 100% 7 80% 8 60% 9 40% 10 0% 11 0% 12 0% Funding percentages for each ranking are reviewed in conjunction with individual incentiveother non-CEO NEOs' targets to ensure that performance at median approximates median pay levels, performance below median provides compensation below median pay levels, and performance above median compensation provides above median pay levels. No funding is provided if Comerica ranks in the bottom quartile.2015 – 2017 Funding:For the three-year period ending in 2017, Comerica ranked third among peers in average EPS excluding non-performance items growth and tenth in ROA excluding non-performance items among peers. The program did not fund in 2015 or 2016.Three-Year Relative EPS Excluding Non-Performance Items Growth:3rd place rankingThree-Year Relative ROA Excluding Non-Performance Items:10th place ranking
Individual Incentive Targets:When Comerica performs at median (6th place) against our peers, compensation will approximate market median utilizing the funding scale outlined above. Level Target Maximum CEO 70% 140% President 60% 120% CFO 40% 80% Other NEO 32.5% 65% *For 2017, the CFO target was adjusted90%, to align with the marketpromotion of each such individual to Senior Executive Vice President.Level Target Maximum CEO 150% 300% CFO 100% 200% Other NEOs 90% 180% 2024 Proxy Statement 45 Comerica Incorporated better reflectoverall performance of the roleCompany. Additional details are provided in the Performance Highlights section for each NEO below.CFOmanagement. However, our management is responsible for our interest rate sensitivity; therefore, we apply a collar of 50% to limit the volatility of the impact of changes in interest rates to calculate performance.organization.Tablefinancial sector during the first quarter of ContentsCEO Individual Funding Example:Incentive Target × Total Achievement × Base Salary70% × 80% × Base Salary = CEO FundingFunding is formulaic, but individual awards can be reduced if individual2023, following the collapse of Silicon Valley Bank and Signature Bank, the Committee updated the income growth metric to a strategic metric that was focused on managing the banking crisis. This change reflected the Committee's recognition that in the shifting environment, management had to pursue new means to continue its dedication to meeting customer needs during and after the March 2023 banking industry disruption.are not achieved.2024 Proxy Statement 46 Comerica Incorporated Committee reservestable below shows the right to reduce2023 MIP EPS, MIP Efficiency Ratio and Strategic Initiatives goals and the corporateachievement against those goals. Performance against plan resulted in funding to better align incentives with Comerica's overallof 73.6% under the AEI plan.2023 Annual Corporate Performance Metric Threshold Target Max CMA
Actual PerformanceAchievement MIP EPS (1) $7.13 $9.50 $11.88 $8.10 85.2% MIP Efficiency Ratio (2) 68.0% 54.4% 40.8% 60.7% 88.4% Strategic Initiatives - Human Capital 75.0% 100.0% 125.0% 112.5% 112.5% Strategic Initiatives - Managing the Banking Environment 75.0% 100.0% 125.0% 112.5% 112.5% Payout Calculation 73.6% not just relative performance.In computing and comparing Comerica's three-year average EPSfor one-year earnings per share ("EPS") excluding non-performance items, growthuses net-charge-offs in lieu of provision expense for credit losses, applies an interest rate collar of 50% and, ROAfor 2023, excludes the impact of any loss of hedge accounting treatment (all on a post-tax basis).performance to thatapplies an interest rate collar of its peers, Comerica's annual performance was measured on a calendar year basis, while for its peers,50% and excludes the annual performance measurement period comprises the first three quarters of the calendar year plus the fourth quarter of the prior calendar year. The difference in measurement periods between Comerica and its peers was necessitated by the timing of publicly available peer data required for the calculations. EPS is calculated based on net income attributed or allocated to common shareholders, and ROA is calculated based on net income. For both Comerica and its peers, the after-tax impact of any adjustments related toloss of hedge accounting treatment (all on a changepre-tax basis).accounting principle, merger/acquisition charges, deferred tax adjustment and restructuring charges incurred during the year, if applicable, was added back to reported net income available to common shareholders and net income to determine EPS excluding non-performance items and ROA excluding non-performance items, respectively. To determine the average EPS excluding non-performance items growth and ROA excluding non-performance items over a three-year period, one-year computations are completed and averaged over the three-year performance period. accordance with GAAP. See Appendix B for non-GAAP reconciliation information.MIP EPS + MIP Efficiency Ratio + Strategic Initiatives = Total Achievement 85% X 65% = 55% 88% X 15% = 13% 113% X 20% = 23% 55% + 13% + 23% = 91% Funding Percentage Calculation Target Actual Achievement Funding Percentage 100% 91% 100%+(3 X -9%) = 73.6% 2017, adjustments were made2023, the use of net charge-offs in lieu of provision expense and applying the interest rate collar collectively increased net income attributable to Comerica's diluted EPScommon shares by $69 million (after-tax), and ROA for restructuring charges (after-tax) relatedapplying the interest rate collar increased revenues used to GEAR Up andcalculate efficiency ratio by $22 million (before-tax).charge to adjust deferred tax assets related to a change in the Federal corporate tax ratetarget opportunity under the Tax Cuts2023 AEI expressed as a percentage of base salary. The Committee determined each NEO's award using the corporate funding level as the baseline and Jobs Act. See Annex Aassessing individual performance against objectives and continued leadership response to the tumultuous operating environment and other challenges that arose during the year. Our CEO shared his assessment of the other NEOs' performance with the Committee for a reconciliation of non-GAAP and GAAP measures presented.2024 Proxy Statement 47 Comerica Incorporated 2024 Proxy Statement 48 Comerica Incorporated 2024 Proxy Statement 49 Comerica Incorporated 2023 AEI Program Awards Name Individual Award
($)Individual Target as
a Percent of Base
(%)Individual Award as
a Percent of Target
(%)Mr. Farmer 1,186,800 150 % 73.6 % Mr. Herzog 492,660 100 % 73.6 % Mr. Sefzik 426,573 90 % 73.6 % Ms. Crespi 397,041 90 % 73.6 % Ms. Burkhart 387,197 90 % 73.6 % Long-Term Incentives usescompensates the NEOs with a mix of equity vehicles which includecomposed of stock options, RSAsRSUs and SELTPP units.
Stock
Options Restricted
Stock SELTPP Percent of
Long-term
Equity Awards 10% 15% 75% Stock OptionsStock options align management with shareholders by providing value only if Comerica's stock price increases. We grant non-qualified stock options that vest 25% per year over four years and have a term of 10 years. The exercise price is based on Comerica's closing stock price on the date of grant.RSAs2024 Proxy Statement RSAs are utilized50 Comerica Incorporated provide balance to our total compensation program and help build long-term value that is realized with continued employment. RSAsBeginning with the 2021 awards, RSUs comprise 15%30% of the equity awards. Theawards and shares vest 50% in year three,two, 25% in year fourthree and 25% in year fivefour.all awardees.performance below 4%, regardless of relative performance. However, if Comerica achieves a maximum absolute SELTPP ROCE of 16% but ranks in the last quartile for relative performance, the payout would be at only 75% of target. The impact of interest rate changes is capped in the event of a national emergency.Dividends accrue over the life of the vesting period and are only paid out if the RSUs vest. 
SELTPP Features: absolute and relative measurements, potential negative or positive TSR modifier, threshold performance required and payouts are capped.
2023 Long-Term Incentive AwardsTableContentsSELTPPSELTPPtarget equity award for each individual is a forward-lookingdollar value determined based on the NEO’s position, experience, contribution and internal parity, as well as competitiveness of equity performance program.2024 Proxy Statement Metrics:•Comerica's average return on common equity excluding certain non-performance items ("ROCE excluding non-performance items") versus goal•Relative TSR modifier51 
In order to establish the three-year ROCE excluding non-performance items goal, Comerica's Finance and Human Resources departments worked together to model several possible performance outcomes based on various economic and operating factors. The results of this modeling were analyzed to set a goal which can be achieved with solid, sustained performance over the measurement period. Utilizing this analysis, the Committee established the performance goal2023 Grants NEO Stock Option
Grant
($)Restricted Stock
Unit Grant
($)SELTPP Grant
(Target)
($)Total Equity
Grant Value
($)Mr. Farmer 493,124 1,500,053 3,100,025 5,093,202 Mr. Herzog 128,232 389,957 805,889 1,324,078 Mr. Sefzik 118,330 360,070 744,124 1,222,524 Ms. Crespi 83,872 255,109 526,842 865,823 Ms. Burkhart 78,920 240,165 495,960 815,045 three-year measurement period. Performance Period Ended December 31, 2023targets represent strong, yet achievable levels ofSELTPP units for the 2021-2023 performance based on current information availableperiod measured absolute SELTPP ROCE, relative ROCE and various future scenarios. measured against the KBW Bank Index, acts as a negative modifier that can reducemodifier. Specifics of the payout percentage. TSR performance cannot increase the payout percentage.Measurement Period:Three-Year Prospective: 2017-2019 for the 2017 grant.
Target awards Target Awards:•arewere granted at the beginning of the measurement period.Awill bewas calculated based on a matrix (see chart below) using Comerica’s three-year average performance against both absolute SELTPP ROCE and relative ROCE.Relative ROE 2021 - 2023 SELTPP Payout Matrix 1st Q 75P 95% 120% 125% 130% 150% 2nd Q 50P 75% 95% 100% 105% 140% 3rd Q 25P 50% 70% 75% 80% 100% 4th Q 0P 25% 45% 50% 55% 75% Absolute ROCE (3yr Avg) 3.0% 8.0% 9.0% 10.0% 15.0% Threshold Target Zone Maximum long-term ROCE excluding non-performance items versus the goal.•The ROCE excluding non-performance items calculated payout percentage will be reduced by 10 percentage points if Comerica's three-yearrelative TSR ranksperformance was in the bottomthird quartile, ofas compared to the KBW Bank Index.Key Features:•50%Index TSR, and the 15% TSR modifier only applies if Comerica's relative TSR performance is in the top or bottom quartile.2024 Proxy Statement 52 Comerica Incorporated 2021-2023 SELTPP Award Vesting Name Performance Adjusted
Shares DistributedMr. Farmer 37,300 55,950 Mr. Herzog 10,330 15,495 Mr. Sefzik 8,635 12,952 Ms. Crespi 6,735 10,102 Ms. Burkhart 6,885 10,327 target award will be distributed at threshold performance.•100% ofawards (which balances the absolute metric against a peer ranking and a TSR measure). Additionally, since this is a long-term goal with various potential future scenarios, there is a wide payout range, allowing the target award will be distributed if the ROCE excluding non-performance items goal is achieved.•150% ofrange to remain relatively consistent year over year and promoting a focus on long-term performance. The Committee made a measured increase in the target award will be delivered at maximum performance.•The TSR modifier can reducefor the award but cannot increase2023-award.•If threshold performance is not achieved,Committee decided to keep the target award is forfeited.•The same payout percentage will be appliedconsistent for the 2024-2026 SELTPP ROCE grants due to the dividends that accrue over the measurement period. Dividends will be paid out in cash at settlement for the shares underlying the vested portion of the award.•The awards are settled in shares of Comerica stock at the end of the performance period.If threshold performance is not achieved, the target SELTPP award is forfeitedPerformance Targets and 2017 Funding:In 2015, Comerica granted restricted stock units under the SELTPP. These awards were eligible to vest based on Comerica's ROCE excluding non-performance items over a three-year period (2015-2017) relative to a goal ROCE excluding non-performance items established at the beginning of the performance period. When the target was set in January 2015, Comerica was facing a challenging economicoperating environment with no anticipated interest rate rise, and was experiencinguncertainty due to recently issued or proposed capital rules. The Committee strived to set a goal that could be achieved with solid, sustained performance over the measurement period. Additional restricted stock unit awards were granted under the SELTPP in each of January 2016 and 2017. Targets increased incrementally in 2016 as Comerica gained a better understanding of new capital and liquidity rules and saw the first interest rate rise. In 2017, following the launch of Comerica's GEAR Up initiative and the second interest rate rise in December 2016, the Committee significantly increased the target as shown below. Following Comerica's strong 2017 performance, the 2018 targets are substantially above the targets for the awards paid out in February 2018.2022-2024
Performance Period2023-2025
Performance Period2024-2026
Performance PeriodMeasurement Type Absolute Relative (%tile) Absolute Relative (%tile) Absolute Relative (%tile) Target 9.0% 50th 10.0% 50th 10.0% 50th Threshold 3.0% 25th 4.0% 25th 4.0% 25th Target Range 8.0%-10.0% 50th-75th 9.0%-11.0% 50th-75th 9.0%-11.0% 50th-75th Maximum 15.0% 75th 16.0% 75th 16.0% 75th TSR Modifier +/–15% for top/bottom
quartile+/–15% for top/bottom
quartile+/–15% for top/bottom
quartile ROCE Excluding Non-Performance Items Targets 2015-2017
Performance
Period 2016-2018
Performance
Period 2017-2019
Performance
Period 2018-2020
Performance
Period Target 7.5% 8.0% 9.0% 12.0% Threshold 2.5% 3.0% 6.0% 8.0% Target Range 6.5%-8.5% 7.0%-9.0% 8.0%-10.0% 11.0%-13.0% Maximum 12.5% 13.0% 12.0% 16.0% TSR Modifier –10% for bottom quartile –10% for bottom quartile –10% for bottom quartile –10% for bottom quartile In addition to the three-year ROCE excluding non-performance items target, the SELTPP grants also measure relative TSR over the performance period against the KBW Bank Index. The TSR component can act as a negative modifier to reduce the payout percentage if Comerica ranks in the bottom quartile of the index.The 2015 SELTPP grants were settled in February 2018 following the end of the performance period. Performance results are described below. Target Actual
Achievement Payout as a % of
Target Award Negative Modifier
Applied 7.5% 7.87% 100.7% No 1st Quartile 2015 Target Award Performance Adjusted
Shares Distributed 63,800 64,246 9,480 9,546 14,620 14,722 N/A 0 7,090 7,139 *Mr. Buchanan was hired at the end of 2015 and therefore did not receive a SELTPP award in 2015The after-tax impact of any adjustments related to a change in accounting principle, merger/acquisition charges, and restructuring charges incurred during the year, if applicable, were added back to reported net income to determine ROCE excluding non-performance items. To determine ROCE excluding non-performance items over a three-year period, one-year computations are completed and averaged over the three-year performance period. For the awards made with respect to performance periods ending December 31, 2017, adjustments were made to Comerica's 2017 ROCE for restructuring charges related to GEAR Up. The charge from the change in the Federal corporate tax rate under the Tax Cuts and Jobs Act was not subtracted from reported net income when calculating performance metrics and did not benefit the SELTPP payout. See Annex A for a reconciliation of non-GAAP and GAAP measures presented.OTHER BENEFITS PROGRAMS AND COMPENSATION Other Benefits Programs and Compensation all of its employees customary health, welfare and retirement benefit programs typical at most companies. These include healthcare, life insurance, disability, dental, and vision insurance and relocation benefits, as well as an employee stock purchase program and retirement programs.Common Stockcommon stock without being charged a brokerage fee.provides a match on qualifying contributions provided the employee does not make any withdrawals during the applicable time period. Employees can receivecommon stock through payroll deduction at a 15% quarterly matchdiscount. Employees are subject to a $25,000 annual limit on their purchases. This program encourages all colleagues to own stock, and a 5% annual match,to that extent, to align their interest with total match dollars capped at $5,000 per employee per year. This encourages stock ownership for all colleagues.2024 Proxy Statement 53 Comerica Incorporated Comerica does not have a mandatory retirement age for its executives; however, certain retirementRetirement benefits are, in part, tied to the participant'sparticipant’s achievement of age and service requirements. See "Potential“Potential Payments upon Termination or Change of Control at Fiscal Year-End 2017"2023” for more information.•employeescolleagues can participate in Comerica'sComerica’s 401(k) plan, which includes a 100% match on salary deferrals up to 4% of qualified earnings (up to the IRS compensation limit) and provides immediate vesting of. Employees are eligible for the employer matching contributions.
.•Comerica made significant changes (“RIA”). We pay benefits to its retirement programs effective January 1, 2017. The pensioncertain colleagues beyond broad-based plan and supplemental executive retirement plans were amended and restated as the Retirement Income Account ("RIA") Plan andlimits under the Supplemental Retirement Income Account ("SRIA") Plan for Employees of Comerica Incorporated (“SRIA”).will be used for all eligible colleagues going forward. By making these changes, Comerica is able to provide valuable retirement benefits in a cost-effective, sustainable manner.Key Features:•The RIA/SRIA plans are defined benefit cash balance plans that provide eligible participants monthly contribution creditcredits of 3% to 6% of eligible compensation based on the sum of the participant'sparticipant’s age and service as shown below. Age + Service
PointsComerica
Contribution Less than 40 3.0% 40-49 40-494.0% 50-59 50-595.0% 60+ 60+6.0% As required by the IRS, theThe annual rate of interest rate offered will not be less than 3.79%. The plans cap the interest rate at or more than 8%. plan provides contribution credits and interest at the same level as the RIA for compensation in excess of the IRS pay cap, which was $270,000$330,000 in 2017,2023, and on compensation that is deferred under Comerica'sComerica’s deferred compensation plans.will also receive thehave a frozen benefit accrued under the prior final average pay formula through December 31, 2016.•For colleagues closest to retirement (at least age 60 on December 31, 2016), benefit at retirementlimited number of perquisites to its executive officers for competitive and business reasons. These personal benefits represent a small component of compensation, and Comerica does not pay tax reimbursements on such items (other than relocation assistance that is the greateravailable to employees at all levels). Executive services benefit our shareholders by facilitating our CEO's continued service and focus on Comerica business. We provide financial planning services beyond those available generally to all employees in order to facilitate our executives' focus on Comerica business matters. We also allow Mr. Farmer occasional personal use of the corporate aircraft, subject to Committee-approved criteria and procedures that limit his personal-trip use to $150,000 annually; this benefit increases the time and energy our CEO has to work on Comerica business by minimizing wait times and facilitating meetings compared to commercial air travel. We occasionally provide NEOs' family or guests travel and/or entertainment benefits determined underrelated to business events attended by the former pension planNEO, which we encourage them to attend in order to reinforce collegiality; these include corporate recognition, recruiting, and supplemental executive retirement plans continuingsimilar events held for marketing or the benefits under the RIA/SRIA Plans. Of Comerica's NEOs, Mr. Babb is eligible for this option.For more information on the RIA and the SRIA, please see the "Pension Benefits at Fiscal Year-End 2017" table and accompanying text.PERQUISITE POLICY2024 Proxy Statement 54 Comerica Incorporated Effective June 30, 2010, Comerica eliminated all of its perquisite programs for executive officers. Additionally, Comerica has never allowed the personal use of corporate aircraft, except in the event of an emergency, in which case the executive is required to reimburse Comerica for the full incremental cost of such use. LOOKING FORWARD - 2018 COMPENSATION DESIGN CHANGESThroughout 2017, the Committee, along with management, undertook an extensive review of our compensation programs for 2018 based on shareholder feedback and an evolving regulatory environment. As a result of that analysis, significant design changes have been put in place for the 2018 incentive program. These changes were developed in consideration of the following goals:•Incorporate shareholder feedback•Provide transparency for both shareholders and participants•Remain competitive to market•Deemphasize relative performance goals•Comply with regulatory expectations•Align compensation programs with our pay for performance philosophy•Reinforce long-term performance 2018 SHORT-TERM INCENTIVEComerica's short-term cash incentive program will continue to be the Annual Executive Incentive Program, or "AEI" and remains in place with no changes to the metrics, weighting or performance parameters. Some of the incentive opportunity previously available under the LTEI has been reallocated to the AEI. The AEI measures EPS excluding non-performance items and ROA excluding non-performance items versus goal over a one-year performance period. Details about the program structure can be found on pages 58-61.Individual incentive targets for the AEI as a percent of salary: Level Target Maximum CEO 115% 230% CFO 90% 180% President 105% 210% Other NEOs 80% 160% 2018 LONG-TERM INCENTIVESLong-Term Cash IncentiveComerica's long-term cash incentive program will be eliminated. Elimination of this program aligns with feedback received from investors and regulators and better aligns Comerica's executive compensation program design with other financial institutions. The total compensation opportunity provided through our cash and equity programs was market competitive before the decision to eliminate the LTEI was made. For 2018, the incentive opportunity previously provided under the LTEI was redistributed among the short-term cash incentive plan and long-term equity incentives in order to retain market competitive compensation while addressing investor and regulator concerns.
Long-Term Equity IncentivesEquity incentives will include stock options, RSUs, and performance stock units (SELTPP units). Each element is described below. The equity mix for 2018 differs from prior years, but better aligns executive pay with the market, supports Comerica's pay for performance philosophy, and functions as an important retention tool.Individual long-term targets and equity mix: LevelTarget CEO$4,300,000CFO $800,000President$1,500,000Other NEOs117% of base salary 2018 Equity Mix SELTPP RSU OPTIONS NEOs 65% 25% 10% Stock OptionsStock options continue to be a component of our equity program. The key attributes of our stock option program did not change (exercise price is equal to the closing price on the date of the grant, ratable vesting over 4 years, 10-year term). Stock options comprise 10% of the NEOs' equity incentives.Time-Based Restricted Stock & RSUsBeginning in 2018, RSAs will no longer be awarded as part of our annual grant process. Instead, RSUs with a retirement provision will be utilized. The five-year vesting schedule remains unchanged, and dividends will accumulate and be paid when the units are distributed.
Senior Executive Long-Term Performance Program (SELTPP)No structural changes were made to the program; however, the participation will be expanded in 2018 to incorporate all senior officers, in addition to the executive officers. By providing performance shares in addition to time-based shares, all senior officers will be focused on the same goals for both the short-term and long-term incentives. SELTPP units comprise 65% of the NEOs' equity incentives. Additional details about the program structure can be found on pages 64-66.SUMMARY OF 2018 COMPENSATION DESIGN CHANGES AEISELTPPRSUStock Option Short-term Cash Performance ProgramLong-Term Equity Performance ProgramLong-Term Equity IncentiveLong-Term Equity Incentive Absolute EPS Excluding Non-Performance Items (75%)Absolute ROCE Excluding Non-Performance Items Absolute ROA Excluding Non-Performance Items (25%)Relative TSR – negative modifierVest over 5 years•50% in year 3•25% in year 4•25% in year 5Vest over 4 years•25% per year Annual Measurement Period3 Year Prospective Pays out after 1 year performance periodVests 100% after 3 years The newAfter reviewing our compensation design, the Committee decided to continue our programs without any essential changes for 2018:•Maintain effective elements from the current programs to provide consistency for participants•Further align compensation with regulatory expectations•Provide market competitive compensation opportunities to attract talented executives•Utilize a mix of different equity vehicles to incentivize long-term value creationThe Committee and management both conducted thorough reviews of the 2018 plans and were comfortable that the new programs meet our objectives to ensure the compensation programs demonstrate a strong pay for performance linkage, reflect good governance and are consistent with appropriate industry practices. Additionally, the 2018 plan will continue to support GEAR Up initiatives and fuel our pursuit of maximum growth and productivity.2024. The Committee will continue toconsider shareholder feedback, as well as evolving executiveour total compensation practicespeer group for 2024 and regulatory requirements, in the future when designing executive compensation programs.BOK Financial Corp. Huntington Bancshares Inc. Synovus Financial Corporation Citizens Financial Group, Inc. KeyCorp Webster Financial Corporation Cullen/Frost Bankers, Inc. M&T Bank Corp. Western Alliance Bancorporation Fifth Third Bancorp Regions Financial Corp. Zions Bancorporation First Horizon National Corp. Other Compensation Practices and Policies STOCK OWNERSHIP GUIDELINESStock Ownership Guidelines senior officers,executive vice presidents and above, including the NEOs, to own a significant amount of Comerica common stock. The stock ownership guidelines areThis aligns leadership and shareholder interests and reinforces a multiple of annual base salary. Seniorfocus on our long-term success.the time they are named to a senior leadership positionappointment to achieve the targeted ownership levels.a target multiple of their base salary rate. If after five years, the individual doesthey do not meetachieve the ownership guideline, he/she will be required tolevel by that time, the officer must retain 50% of all after-tax shares from RSA vestingseach RSU vesting or stock option exercises. Internal
Grade Level Salary
Multiple CEO InternalGrade LevelSalaryMultiple6X CFO 3XCEO6XPresident4XSr. EVP/EVP (Level II) 3X EVP (Level I) 2X SVP1X Utilizing stock ownership guidelines helps to align leadership with shareholder interests and to reinforce focus on the long-term success of Comerica. purposes of the stock ownership guidelines,this purpose, stock ownership includes:RSAsRSUs (but not unvested, unpaid SELTPP units or RSUs;Common Stockcommon stock under a deferred compensation plan or 401(k) plan.•SELTPP shares are not counted towards ownership until they are vested and shares are distributed to the participants.2017, all2023, none of the active NEOs who havehad held their current title for at least five years have met their respectiveyears; however, Mr. Farmer had exceeded his stock ownership guideline levels. RESTRICTIONS ON HEDGING AND PLEDGING2024 Proxy Statement 55 Comerica Incorporated Comerica has adopted a policy prohibiting transactions byHedging and Pledging Prohibited and directors that are designed tomay not hedge or offset any decrease in the market value of Comerica'sComerica’s equity securities.securities, through financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise. Employees, officers and directors are also prohibited from holding Comerica'sComerica’s securities in a margin account or pledging Comerica'sComerica’s securities as collateral for a loan.EMPLOYMENT CONTRACTS AND SEVERANCE OR CHANGE OF CONTROL AGREEMENTSSeverance Benefits and Change of Control Agreements all of our NEOs. Change of control agreements are customaryNEOs to encourage our executives to remain with Comerica during a potential or actual transaction and to focus on maximizing shareholder value without regard to interests in the banking industry and among our peers and aid us in attracting and retaining executives. The goal of these agreements is to make an executive neutral to any change of control by reducing personal uncertainty. In addition, they encourage continuity in management through the completion of a transaction.continued employment."Employment Period"“Employment Period”).his or hertheir beneficiary will receive accrued obligations, including salary, pro rata bonus, deferred compensation, and vacation pay and death or disability benefits.executive'sexecutive’s employment for a reason other than cause or disability or the executive terminates for good reason during the Employment Period, the agreement provides the following severance benefits ("(“Change of Control Benefits"Benefits”): he or she earned during any of the last three fiscal years prior to the change of control or during the most recently completed fiscal year following the change of control ("(“highest annual bonus"bonus”);executive'sexecutive’s annual base salary plus the executive'sexecutive’s highest annual bonus;he or shethe executive would receive under Comerica'sComerica’s pension and excess defined benefit plans, or RIA/SRIA plans, as applicable, if he or shethe executive continued to be employed for three years after the date his or hertheir employment was terminated, over (b) the retirement benefits he or shethe executive actually accrued under the plans as of the date of termination;executive'sexecutive’s employment terminates, unless he or sheexecutive becomes eligible to receive comparable benefits during the three-year period; andBabb, Mr. Farmer and Mr. Duprey would also receive the Change of Control Benefits if theyhe resigned for any reason within the 30 days after the one-year anniversary of the change of control. Additionally, if any payment or benefit to Mr. Babb, Mr. Farmer or Mr. Duprey under the agreement or otherwise were subject to the excise tax under Section 4999 of the Internal Revenue Code, theyhe would receive an additional payment in an amount sufficient to make the executivehim whole for any such excise tax. However, if such payments (excluding additional amounts payable due to the excise tax) did not exceed 110% of the greatest amount that could be paid without giving rise to the excise tax, no additional payments would be made with respect to the excise tax, and the payments otherwise due to Mr. Babb, Mr. Farmer or Mr. Duprey would be reduced to an amount necessary to prevent the application of the excise tax. ChangeCurrent change of control agreements entered into after 2008 provide that payments and benefits will be reduced to the amount necessary to prevent the application of the excise tax if such reduction would result in the executive retaining a greater amount on a net after-tax basis than if they were not reduced.Mr. Michalak is party to a change of control agreement that is similar to the change in control agreements described above, but which (1) only provides for two years' base, bonus, retirement plan accrual and insurance instead of three years; (2) includes an excise tax benefit and (3) does not include a window period feature as described above.Comerica has not entered into any new agreements after 2008 that include the excise tax benefit and window period provisions. Furthermore, Comerica will not include these provisions in new agreements going forward.Current agreements entered into after 2008 do not include the excise tax benefit and window period provisions. Furthermore, Comerica will not include these provisions in new agreements going forward. Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb, Jr.On May 29, 1998, Comerica entered into a Supplemental Pension and Retiree Medical Agreement with Mr. Babb, which is designed to make him whole with respect to pension benefits that he lost when he left his prior employer to come to Comerica. The agreement was entered into pursuant to an understanding reached when Mr. Babb was hired. This supplemental pension provides Mr. Babb a benefit equal to the amount to which he would have been entitled under the pension plan had he been employed by Comerica since 1978, less amounts received by him under both the pension plan and the defined benefit pension plans of his prior employer. In addition, Comerica will provide Mr. Babb and his spouse with retiree medical and accidental insurance coverage for his and her lifetime on a basis no less favorable than such benefits were provided to them as of the date of the agreement. For additional information on Mr. Babb's supplemental pension arrangements, please see the table below on pages 85-87 entitled, "Pension Benefits at Fiscal Year-End 2017." DEDUCTIBILITY OF EXECUTIVE COMPENSATION2024 Proxy Statement 56 Comerica Incorporated Awards granted under the AEI, LTEI and SELTPP, as well as stock options (other than those granted to executive officersTax Deductibility services during our TARP participation periodcertain executives from November 14, 2008 to March 17, 2010), are intended to be tax deductible under Section 162(m) of the Internal Revenue Code, which historically limited theits U.S. income tax. The Committee may consider tax deductibility in determining compensation. Nevertheless, the Committee designs and maintains competitive executive compensation arrangements to serve our interests and those of annualour shareholders regardless of deductibility.paidrelated to executives to $1 million, unless the compensation qualified as "performance-based."The aggregate nondeductible portion of cash compensation paid or earned with respect to 2017 performance and of any value receivedfiscal year ended December 31, 2023 is non-deductible. For illustrative purposes, if the estimated costs were all disallowed in 2017 from prior equity awards is estimated to be2023, at an approximately $13.1 million. The primary component of this nondeductible compensation is the value of RSAs granted in prior years that vested in 2017, which did not satisfy the performance-based award exception under Section 162(m) of the Internal Revenue Code. At a 36.9% effective21% federal tax rate, the aggregate cost to Comerica associated with the inability to deduct this compensation in 2017 iswould be approximately $4.8$2.3 million, or approximately $0.028$0.02 per share outstanding as of December 31, 2017.On December 22, 2017, with the enactment of the2023. The ultimate timing and tax reform bill, the performance-based compensation award exception under Section 162(m) was eliminated, making all compensation paid to a NEO that is greater than $1 million per year non-deductible, and the limitation on deductibility generally was expanded to include all individuals who are considered covered employees in any year beginning after December 31, 2016. As a result, compensation paid to our NEOs in excess of $1 millionimplications may not be deductible for taxable years commencing after December 31, 2017, subject to limited transition relief for arrangements in place as of November 2, 2017, the scope of which is uncertain. Further, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Despite the change in law, the Committee intends to continue to implement compensation programs that it believes are competitive and in the best interests of the Company and its shareholders.STOCK GRANTING POLICYStock Granting Policy Comerica'sgrants are governed byawards annually at the Stock Granting Policy. In general, the policy states that annual stock-based grants to eligible employees will be made once per year during theCommittee's first regularly scheduledregularly-scheduled meeting of the Committee in a calendar year. This meeting typically takes place towardyear, which is the end of January.The Stock Granting Policy also governs the granting ofgrant date.awards. Off-cycle awards include such things as grants to new hires, and grants for retention purposes, in light of a promotion, or for special recognition. With respectThe grant date of such awards to grants made to newly hirednew employees is generally the last day of the month of employment if employment begins in the first half of the month; if employment begins in the second half of the month, the grant date is typically determined based on their startgenerally the last day of the following month. For incumbent employees, the Committee's regular-meeting approval date with Comerica. Generally, individuals who start employmentis the grant date; if the Committee approves other than at a regularly-scheduled meeting during the first half of a month, the month will receive their grant ondate is generally the last day of thatsuch month, and individuals who start employmentor, if approved during the last halfsecond-half of thea month, will receive their grant on the 15th day of the subsequent month. Inall cases, the grant date will be adjusted if the prescribed date is not a trading day for the NYSE. The exercise price of stock options is the closing price of Comerica's stock on the grant date. Other off-cycle awards are normally approved at a regularly scheduled meeting of the Committee, and the grant date is generally the datelast day of the following month.meeting. Additionally,has delegated to the CEO may makeand Chief Administrative Officer limited award authority to approve off-cycle option, restricted stock or RSU grantsawards to existingnon-executive employees who are not executive officers for promotions and for retention purposes. Such grants are made onsubject to many of the same schedule as off-cycle grants approved byterms the Committee and may not exceed 5,000 shares per individual per calendar year.CLAWBACK POLICIESClawback Policies Recoupment policy(the "Dodd-Frank Act")SEC rules and shareholder feedback.NYSE requirements. The recoupment policy provides thatrequires Comerica to recover certain incentive-based compensation received by current or former executive officers in the event we are required to prepare an accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of certain incentive-basedlaws. The recoverable compensation is that received by any current or former executive officer during the three-year period preceding the date on which the accounting restatement iswas required. The clawback pertains to any excess income derived by a senior or executive officer based on materially inaccurate accounting statements.ClawbackSarbanes OxleySarbanes-Oxley Act of 2002, which generally requires our Chief Executive Officer and Chief Financial Officer to reimburse us for any bonus or other incentive- or equity-based compensation and any profits on sales of Comerica stock that they receive within the 12-month period following the issuance of financial information if there is an accounting restatement because of material noncompliance, as a result of misconduct, with any financial reporting requirement under the federal securities laws.2024 Proxy Statement 57 Comerica Incorporated Clawbackshareholder-approved 2006 LTIP, which provideequity incentive plan provides that the Committee has the express right to cancel ana SELTPP unit, stock option, RSA or RSARSU grant if the Committee determines in good faith that the recipient has engaged in conduct harmful to Comerica, such as having: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) been terminated for cause; (vi) engaged in any activity in competition with our business or the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected Comerica.Forfeituretheythat the incentives do not encourage excessive risk taking.risk-taking. The forfeiture provisions allow for the Committee to cancel all or a portion of any unvested awards (SELTPP units, stock options RSUs or RSAs)RSUs) if the participant fails to comply with Comerica policies or procedures, violates any law or regulations, engages in negligent or willful misconduct, engages in activity resulting in a significant or material Sarbanes-Oxley control deficiency or demonstrates poor risk management or lack of judgment in the discharge of Company duties, and such action demonstrates an inadequate sensitivity to the inherent risks of the participant'sparticipant’s division and results in or is likely to result in a material impact (financial or reputational) to Comerica.Since 2011, Comerica, similar to other large banking organizations, has been subject to a continuing review of incentive compensation policies and practices by regulatory bodies. In our case, this has included representatives of the Federal Reserve Board, the Federal Reserve Bank of Dallas and the Texas Department of Banking. As part of that review, we have undertaken a thorough analysis of all the incentive compensation programs throughout the organization, the individuals covered by each plan and the risks inherent in each plan's design and implementation. We use incentive compensation plans as part of the total reward package for a significant number of employees, as well as our executive officers. In this section, we describe some of our policies regarding use andmanagement of incentive compensation plans, and how we manage risks arising from the use of incentive compensation. prudent risk management and discourage inappropriate risk-taking by utilizing a diverse portfolio of incentive compensation programs and risk balancing mechanisms for our executives and other senior employees that is expected to reward the desired behavior and results.type.duties. For example, our NEOs and senior officers participate in the MIP. MIP which is the vehicle that provided the AEI and LTEI. Participating employeesparticipants generally have broader, Comerica-wide and/or strategic responsibilities. Accordingly, we fund MIP award funding isawards primarily based on corporate performance (EPS excluding non-performance items and ROA excluding non-performance items).performance. Other employees participate in incentive plans designed to support the business objectives of the line of business in which they reside,reside; there, we use measures such as commission plans that measure salesfinancial results and customer satisfaction.Through Boardat least annually,regularly reviews the structure and components of our compensation arrangements, the material potential sources of risk in our business lines and compensation arrangements and various policies and practices of Comerica that mitigate this risk. Within this framework, the Committee discusses the parameters of acceptable and excessive risk-taking and the general business goals and concerns of Comerica, including the need to attract, retain and motivate top tier talent. In particular, theThe Committee focuses onconsiders the risks associated with the design of each plan, particularly higher risk incentive plans, the mitigation factors that exist for each plan, additional factors that could be considered andthe financial impact (i.e., the potential award size), an overall risk assessment with respect toand additional relevant factors. FW Cook assists the plans. TheCommittee in assessing risks with regard tofor senior officer compensation.are assessed based on the plan designand reviewed their features and financial impact (i.e., the potential award size) of each plan. Plan design features that could increase risk, if notgovernance practices for the presence of mitigating factors, have been identified as follows: uncapped sales commissions, plans with significant maximum payouts, and plans without a link to corporate performance or business line results. All of our plans have links to corporate or business line results that allow for funding to be adjusted downward, and our governance procedures ensure awards are reviewed for appropriateness before they are distributed.•Through Third-Party Review. In 2017,management. Comerica's management engaged Willis Towers Watson, a nationally-known consulting firm, to assist Comerica with its risk assessment of non-executive employee compensation plans. The assessment was intended to help Comerica identify attributes of our incentive plans which may incent excessive risk or governance and control procedures which may need to be strengthened around incentive administration. A detailedconsidered this review was conducted in 2017 for 2018making plan design and Towers Watson's report indicated that none of our 2017 plans appeared to be structured in a manner that would encourage behavior that might lead an eligible participant to take excessive business risks. The same independent review will be conducted in 2019 for consideration of 2020 plangovernance processes decisions.2024 Proxy Statement 58 Comerica Incorporated Internal controls include the following: a We use clear separation of operation and production/origination roles; havingroles, engage employees in different work in concert with one another so that oneno individual cannotcan take risky actions independently, and use a robust internal audit process to provide oversight."risk-taking"“risk-taking” employees throughout the organization. Using the principles articulated in Federal Reserve guidance, Comerica created awe use systematic methodologycriteria to review our entire population based on their job function and specifically consideredconsider the inherent risk associated with each position toemployee's job function and identify our risk-taking"risk-taking employees. Clear identification of the "risk takers" allows Comerica to ensure" We review their compensation arrangements do not encourageusing additional criteria to avoid promoting excessive risk-taking. Several different We use several types of risk balancing mechanisms are employed whenin designing our incentive compensation plans. The type of mechanism is tailored to the tail riskFor example, we tailor "tail risk" associated with the objectives of the incentive plan. Some examples of these mechanisms include:incentives through clawbacks, performance vesting of compensation, payment deferrals, multi-year performance periods, discretionary judgments, holdbacks and cancelationcancellation provisions at the individual and plan level. Overalllevel, and other means. In addition, incentive plan funding calculations areis generally based on business results. The allocation of the resulting incentive pools to specific executives, on the other hand, is based on each such executive'sbusiness-level results; however, we consider individual performance, pursuant toand manager recommendations, made in accordance with our Discretion Policy. The Discretion Policy was adopteddetermining individual awards. Where managers exercise discretion in 2012 and outlinesawards for risk-taking employees, we use consistent, methodical and transparent guidelines that incorporate the evaluation of risk behaviors for the use of discretion in determining awards for risk-taking employees. We have Each year, a Business Unit Incentive Oversightmanagement committee responsible to the Committee ("BUIOC") comprised of executives who, each year, reviewreviews and approve incentive plans for non-executive officers. The BUIOC was established by the Committee. Members of our executive steering committee are responsible for reviewingemployees. Executive officers also review incentive awards and/or award components for risk-taking employees that are based oninvolve management discretion ensuringfor a robust review of incentive plans from design to payout.under our guidelines. In addition, a key risk leader workingmanagement leadership group identifies risks throughout the organization which could have ana significant impact on incentives. Items identified by this group are shared with the CEOincentives and the Committee as appropriatereports to consider when reviewing recommendedsenior management for its consideration. Each of these processes promote our comprehensive incentive awards. This helps to ensure we are evaluating compensation on a comprehensive basis and in the context of risk outcomes and behaviors.. The recoupment policy was implemented in 2010 and expanded to cover additional officers in 2016. It is (explained more fully on page 73. The forfeiture provisions also are explained more fully on page 73.measures that include or adjust for risk. Under the MIP, wemeasures. We use executive incentive performance metrics that aredesigned to be closely correlated to long-term Comerica common shareholder return. These implicitlyreturn; as a result, these include aninherent and important risk focus. Under other incentive plans, we incorporateWe also use risk adjustment tools (such as profitability measures, risk ratings, probability of default, etc.), in addition to performance against strategic goals in determining award amounts. All plans allow forour incentives. We generally reserve the cancelationright to cancel or reduction ofreduce funding for unforeseen events that significantly impact the business line'sline’s or Comerica'sComerica’s results., In order We monitor other financial institutions' risk management and results. As we identify issues potentially relevant to ensureus, we review our practices and oversight are strong and to guard against unintended outcomes, we monitor the outcomes of other financial institutions. As issues are identified, our own practices and controls are reviewed to help mitigate risk in our own programs.establishingpromoting a culture averse to aggressive sales practices. A We use a variety of reviews are conducted,means, including incentive plans,plan design and operation, managerial practices, sales goals, and performance metrics to ensure they encourage the development and maintenance of customer relationships.we haveour management determined that risks arising from Comerica'sComerica’s employee compensation plans are not reasonably likely to have a material adverse effect onComerica. Further, it is both Comerica, and so informed the Committee'sCommittee. The Committee and management's intent tomanagement will continue to review our plans and procedures, going forward by monitoring regulations andmonitor best practices, and comply with regard tolaws and regulations for sound incentive compensation.GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE REPORT2024 Proxy Statement 59 Comerica Incorporated Governance, Compensation and Nominating Committee Report Andand Nominating Committee Report (this "Committee Report") is not deemed to be soliciting material or to be filed for purposes of the Securities Exchange Act of 1934,1934. This Committee Report also shall not be deemed incorporated by reference by any general statement incorporating the document by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Comerica specifically incorporates such information by reference, andreference. This Committee Report shall not be otherwise deemed filed under such acts.Comerica'sComerica’s proxy statement.Richard G. Lindner, ChairmanRoger A. CreggJacqueline P. KaneBarbara R. Smith
Chairman27, 201826, 2024Compensation Tables2024 Proxy Statement 60 Comerica Incorporated of Comerica, the current and the former Chief Financial Officers of Comerica,Officer, and the three other most highly compensated executive officers of Comerica who were serving at the end of the fiscal year ended December 31, 2017.Name and
Principal
Position (a)Year Salary
($) (1)
($) (2)Stock
Awards
($) (3)Option
Award
($) (4)Non-Equity
Incentive Plan
Compensation
($) (5)
Deferred Compensation
Earnings
($) (6)All Other
Compensation
($) (7)Total
($)Curtis C. Farmer 2023 1,073,173 — 4,600,078 493,124 1,186,800 308,280 58,219 7,719,674 Chairman, President and Chief Executive Officer 2022 1,047,442 — 3,854,352 426,853 3,150,000 187,153 67,564 8,733,364 2021 1,015,827 — 3,430,854 374,728 2,740,500 114,858 19,327 7,696,094 James J. Herzog 2023 671,346 — 1,195,846 128,232 492,660 306,767 13,200 2,808,051 Senior Executive Vice President and Chief Financial Officer 2022 620,981 — 1,101,171 121,994 1,125,000 — 12,200 2,981,346 2021 568,731 — 950,153 103,826 1,026,000 19,894 11,600 2,680,204 Peter L. Sefzik 2023 646,346 — 1,104,194 118,330 426,573 198,364 29,079 2,522,886 Senior Executive Vice President and Chief Banking Officer 2022 597,077 — 1,009,608 111,870 960,000 — 27,200 2,705,755 2021 561,000 — 794,097 86,751 896,000 11,349 18,915 2,368,112 Megan D. Crespi 2023 601,712 — 781,951 83,872 397,041 81,542 11,996 1,958,114 Senior Executive Vice President and Chief Operating Officer 2022 558,173 — 596,613 66,059 896,000 51,071 11,142 2,179,058 2021 534,365 9,000 619,636 67,657 856,000 19,477 10,619 2,116,754 Megan D. Burkhart 2023 586,639 — 736,125 78,920 387,197 256,601 13,200 2,058,682 Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer Name and Principal
Position (a) Year Salary
($) Bonus
($) Stock
Awards(1)
($) Option
Awards(2)
($) Non-Equity
Incentive
Plan
Compensation(3)
($) Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings(4)
($) All Other
Compensation(6)
($) Total
($) 2017 1,287,116 0 3,182,436 357,294 3,302,400 3,955,068 10,800 12,095,114 2016 1,265,000 0 3,187,714 359,281 1,265,000 3,854,694 (5) 10,600 9,942,289 2015 1,289,327 0 3,193,445 356,208 1,239,700 770,739 10,600 6,860,019 2017 621,231 0 729,400 81,872 1,135,680 219,412 12,050 2,799,645 2016 573,731 0 698,698 53,378 390,000 357,648 13,946 2,087,401 2015 545,289 0 474,469 52,931 340,795 87,957 15,613 1,517,054 2017 718,577 0 994,575 111,679 1,701,080 44,533 10,800 3,581,244 2016 700,000 0 996,131 112,272 565,250 0 26,500 2,400,153 2015 687,708 0 1,031,796 81,658 586,516 0 26,500 2,414,178 2017 590,923 0 508,419 57,065 890,818 30,576 10,800 2,088,601 2016 573,846 0 650,354 73,308 373,750 0 23,850 1,695,108
Executive Vice President and Chief Risk Officer, Comerica Incorporated and Comerica Bank
2017 544,231 0 441,961 49,613 851,000 380,117 10,800 2,277,722 Footnotes:, 2018, except11, 2024.David E. Duprey,2021. For Ms. Crespi, who was Chief Financial Officer until January 23, 2018 and retired from Comerica on February 28, 2018.(1)(ASC)("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'sComerica’s Annual Report on Form 10-K for the year ended December 31, 2017.2023. See the "2017“2023 Grants of Plan-Based Awards"Awards” table below for information on awards made in 2017.2024 Proxy Statement 61 Comerica Incorporated Mr. Babb, $3,963,764; Mr. Duprey, $908,373; Mr. Farmer, $1,238,645; Mr. Buchanan, $633,229; and Mr. Michalak, $550,288.(2)Name 2023 2022 2021 Mr. Farmer $4,650,037 $3,891,507 $3,464,424 Mr. Herzog $1,208,833 $1,111,505 $959,450 Mr. Sefzik $1,116,185 $1,019,340 $802,019 Ms. Crespi $790,227 $602,550 $625,516 Ms. Burkhart $743,903 N/A N/A "2017“2023 Grants of Plan-Based Awards"Awards” table below for information on awards made in 2017.2023. The binomialfair value assigned to an option as of each grant date is as follows: Option Value $ 11.31 $ 9.94 $ 19.61 Grant Date Grant Date Fair Value per Option
($)01/26/2021 18.36 01/25/2022 25.31 01/24/2023 20.21 Comerica'sComerica’s Annual Report on Form 10-K for the year ended December 31, 2017.(3)Comerica'sComerica’s MIP based on Comerica'sComerica’s performance for the relevant one-year and three-year performance periods.(4)individual'sindividual’s accumulated benefit under the RIA and SRIA. Comerica made significantPursuant to SEC rules, because the changes to its retirement programs effective January 1, 2017, and aswere negative, the table reflects a result, all NEOs are now participants in the RIA and SRIA, and Mr. Farmer and Mr. Buchanan no longer receive contributions to the Retirement Account Plan that were reflected in the "All Other Compensation" column in previous years.change of “0.” Please see "Pension“Pension Benefits at Fiscal Year-End 2017"2023” for more information.For Mr. Babb, this amount also includes a required in-service distribution for Mr. Babb of $231,383 as set forth in the "Pension Benefits at Fiscal Year-End 2017" on pages 85-87.(5)The years of service credited to Mr. Babb under the SRIA include the additional years of service that Comerica agreed to provide Mr. Babb upon commencing his employment with Comerica. For additional explanation on this matter, see "Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb, Jr." on page 72.(6)2017include a matching contribution under Comerica's 401(k) savings plan and, if applicable, the ESPPwere as follows:NEO 401(k) Match
($)Perquisites and Other Personal Benefits
($)Mr. Farmer 13,200 45,019 (a) Mr. Herzog 13,200 — (b) Mr. Sefzik 13,200 15,879 (c) Ms. Crespi 11,996 — (b) Ms. Burkhart 13,200 — (b) NEO 401(k) Match ESPP Match $ 10,800 — $ 10,800 — $ 10,800 $ 1,250 $ 10,800 — $ 10,800 — 2024 Proxy Statement 62 Comerica Incorporated For Mr. Duprey, the ESPP match reflects the amount paid in 2017. Mr. Duprey discontinued his purchases pursuant to the ESPP program following his appointment as CFO due to his involvement in the equity repurchase program; however, he continued to receive company matches on prior purchases pursuant to the terms of the ESPP.20172023 under Comerica's plans,Comerica’s Amended and Restated 2018 Long-Term Incentive Plan. It also shows potential 2023 payouts - as well as potential payoutsof the January 2023 grant date - for each of the NEOs under the AEI; for AEI amounts earned, see the Summary Compensation Table rows for the 2017 annual performance period and the LTEI for the three-year performance period covering 2015-2017.2023. For more information on our AEI plan, see the "Short-Term“Annual Executive Incentive (AEI)"(Short-Term Cash Incentive)” section of the "Compensation“Compensation Discussion and Analysis,"” and for our LTEI and equity compensation plan, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis."Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Possible Payouts Under Equity Incentive Plan Awards(3) All Other
Stock
Awards:
Number of Shares of Stock or
Units(5)All Other
Option
Awards:
Number of
Securities Underlying
Options(6)Exercise
or Base
Price of
Option Awards
($/Sh)(7)Grant
Date Fair
Value of
Stock
and
Option Awards
($)(8)Name Award
TypeGrant
DateThreshold
($)Target
($)Maximum
($)(2)Threshold
(#)Target
(#)Maximum
(#)(4)Curtis C. Farmer Cash Incentive 403,125 1,612,500 3,225,000 SELTPP Units 1/24/2023 21,080 42,160 63,240 3,100,025 RSUs 1/24/2023 21,080 1,500,053 Options 1/24/2023 24,400 71.16 493,124 James J. Herzog Cash Incentive 167,344 669,375 1,338,750 SELTPP Units 1/24/2023 5,480 10,960 16,440 805,889 RSUs 1/24/2023 5,480 389,957 Options 1/24/2023 6,345 71.16 128,232 Peter L. Sefzik Cash Incentive 144,896 579,583 1,159,167 SELTPP Units 1/24/2023 5,060 10,120 15,180 744,124 RSUs 1/24/2023 5,060 360,070 Options 1/24/2023 5,855 71.16 118,330 Megan D. Crespi Cash Incentive 134,865 539,458 1,078,917 SELTPP Units 1/24/2023 3,582 7,165 10,747 526,842 RSUs 1/24/2023 3,585 255,109 Options 1/24/2023 4,150 71.16 83,872 Megan D. Burkhart Cash Incentive 131,521 526,083 1,052,167 SELTPP Units 1/24/2023 3,372 6,745 10,117 495,960 RSUs 1/24/2023 3,375 240,165 Options 1/24/2023 3,905 71.16 78,920 Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1) Estimated Possible Payouts
Under Equity Incentive Plan
Awards(3) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(5) All Other
Option
Awards:
Number of
Securities
Underlying
Options(6) Exercise
or Base
Price of
Option
Awards
($/Sh)(7) Grant
Date Fair
Value of
Stock and
Option
Awards
($)(8) Award Type Date
Award
Approved Grant
Date Threshold
($) Target
($) Maximum(2)
($) Threshold
(#) Target
(#) Maximum(4)
(#) Cash Incentive N/A 2,193,000 4,386,000 SELTPP Units 1/24/2017 1/24/2017 19,952 39,905 59,857 2,642,509 RSAs 1/24/2017 1/24/2017 7,980 539,927 Options 1/24/2017 1/24/2017 18,220 67.66 357,294 Cash Incentive N/A 717,600 1,435,201 SELTPP Units 1/24/2017 1/24/2017 4,572 9,145 13,717 605,582 RSAs 1/24/2017 1/24/2017 1,830 123,818 Options 1/24/2017 1/24/2017 4,175 67.66 81,872 Cash Incentive N/A 1,117,550 2,235,100 SELTPP Units 1/24/2017 1/24/2017 6,235 12,470 18,705 825,763 RSAs 1/24/2017 1/24/2017 2,495 168,812 Options 1/24/2017 1/24/2017 5,695 67.66 111,679 Cash Incentive N/A 535,347 1,070,695 SELTPP Units 1/24/2017 1/24/2017 3,187 6,375 9,562 422,153 RSAs 1/24/2017 1/24/2017 1,275 86,267 Options 1/24/2017 1/24/2017 2,910 67.66 57,065 Cash Incentive N/A 536,250 1,072,501 SELTPP Units 1/24/2017 1/24/2017 2,770 5,540 8,310 366,859 RSAs 1/24/2017 1/24/2017 1,110 75,103 Options 1/24/2017 1/24/2017 2,530 67.66 49,613 Footnotes:ReflectsDoes not reflect incentive compensation earned or paid for 2023. Rather, reflects the potential payments for each of the NEOs under the AEI and the LTEI for the annual performance period covering 2017 and the three-year performance period covering 2015-2017. Because there is the possibility of no incentive funding if Comerica does not meet its performance objectives, the threshold is deemed to be zero.2023. Incentives actually earned under the AEI and the LTEI for the one-year and three-year2023 performance periods in 2017 and 2015-2017period are shown in the 2023 rows of the Non-Equity Incentive Compensation Plan column of the 2017 Summary Compensation Table.2024 Proxy Statement 63 Comerica Incorporated "Compensation“Compensation Discussion and Analysis"Analysis” section above, the maximum stated for each NEO under the MIP represents the maximum amount that could be funded for each NEO based upon the achievement of the performance criteria, the NEO'sNEO’s officer level and the NEO'sNEO’s base salary. Where applicable, for Mr. Buchanan,There is the values are prorated based on the periodpossibility of time he has been employed by Comerica.unitsgrants were grantedmade to NEOs in January 2017.2023. The SELTPP units vest after December 31, 2019,2025, the end of the three-year performance period, once the attainment of the performance measures has been determined. Performance will be measured on an absolute basis for three-year average SELTPP ROCE and on a relative basis for three-year average ROCE with a modifier applied based on relative TSR performance, with both relative ROCE and TSR performance measured against the KBW Bank Index. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution with the same performance factor applied.2024 Proxy Statement 64 Comerica Incorporated Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options
(#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested
(#)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares or
Units of
Stock That Have Not
Vested
(#)Equity
Incentive Plan Awards:
Market Value
of Unearned
Shares or
Units of
Stock That Have Not
Vested
($)Curtis C. Farmer — 24,400 (1) 71.16 1/24/2033 21,080 (8) 1,176,475 63,240 (18) 3,529,424 4,216 12,649 (2) 92.58 1/25/2032 13,610 (9) 759,574 40,830 (19) 2,278,722 10,205 10,205 (3) 60.12 1/26/2031 9,325 (10) 520,428 18,772 6,258 (4) 63.15 1/28/2030 6,433 (11) 359,026 6,700 — 79.01 4/23/2029 1,187 (12) 66,246 6,605 — 80.17 1/22/2029 1,170 (13) 65,298 4,935 — 95.25 1/23/2028 55,950 (17) 3,122,569 4,272 — 67.66 1/24/2027 5,648 — 32.97 1/26/2026 1,805 — 42.32 1/27/2025 James J. Herzog — 6,345 (1) 71.16 1/24/2033 5,480 (8) 305,839 16,440 (18) 917,516 1,205 3,615 (2) 92.58 1/25/2032 3,890 (9) 217,101 11,662 (19) 650,856 2,827 2,828 (3) 60.12 1/26/2031 2,583 (10) 144,157 3,045 1,015 (5) 56.79 2/25/2030 1,048 (14) 58,489 1,871 624 (4) 63.15 1/28/2030 643 (11) 35,886 1,240 — 80.17 1/22/2029 220 (13) 12,278 905 — 95.25 1/23/2028 15,495 (17) 864,775 912 — 67.66 1/24/2027 584 — 32.97 1/26/2026 Peter L. Sefzik — 5,855 (1) 71.16 1/24/2033 5,060 (8) 282,399 15,180 (18) 847,195 1,105 3,315 (2) 92.58 1/25/2032 3,565 (9) 198,963 10,695 (19) 596,887 1,181 2,363 (3) 60.12 1/26/2031 2,158 (10) 120,438 1,160 1,160 (4) 63.15 1/28/2030 1,193 (11) 66,581 2,575 — 80.17 1/22/2029 457 (13) 25,505 1,340 — 95.25 1/23/2028 12,952 (17) 722,851 2024 Proxy Statement 65 Comerica Incorporated Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options
(#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested
(#)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares or
Units of
Stock That Have Not
Vested
(#)Equity
Incentive Plan Awards:
Market Value
of Unearned
Shares or
Units of
Stock That Have Not
Vested
($)Megan D. Crespi — 4,150 (1) 71.16 1/24/2033 3,585 (8) 200,079 10,747 (18) 599,790 652 1,958 (2) 92.58 1/25/2032 2,105 (9) 117,480 6,322 (19) 352,830 1,842 1,843 (3) 60.12 1/26/2031 1,685 (10) 94,040 1,811 604 (6) 34.86 4/30/2030 623 (15) 34,770 5,317 1,773 (7) 28.12 4/15/2030 1,828 (16) 102,021 10,102 (17) 563,792 Megan D. Burkhart — 3,905 (1) 71.16 1/24/2033 3,375 (8) 188,359 10,117 (18) 564,629 602 1,808 (2) 92.58 1/25/2032 1,945 (9) 108,550 5,835 (19) 325,651 1,885 1,885 (3) 60.12 1/26/2031 1,723 (10) 96,161 3,108 1,037 (4) 63.15 1/28/2030 1,065 (11) 59,438 2,265 — 80.17 1/22/2029 402 (13) 22,436 1,615 — 95.25 1/23/2028 10,327 (17) 576,349 2,050 — 67.66 1/24/2027 2024 Proxy Statement 66 Comerica Incorporated Metric Performance 3-year average SELTPP ROCE 16.0% (150.0% of target) TSR (relative to KBW Bank Index) 3rd quartile of banks – negative modifier was not applied excluding non-performance itemsand on a relative basis for three-year average ROCE with a downward modifier includedapplied based on relative TSR performance, as compared with both relative ROCE and TSR performance measured against the KBW Bank Index. Dividend equivalents accumulate throughout the vesting period and are paid out at distribution with the same performance factor applied.(4)As described in the "Compensation Discussion and Analysis" section above, the maximum stated for each NEO under the SELTPP represents the maximum number of shares that could be earned by each NEO based upon surpassing performance metrics.(5)Reflects the number of RSAs granted to the NEOs in January 2017. Unless an award is forfeited prior to vesting, RSAs vest 50% on the third anniversary of the grant date and vest 25% on each of the fourth and fifth anniversaries of the grant date. Dividends are paid in cash.(6)Reflects the number of stock options granted to the NEOs in January 2017. Option awards generally have a 10-year term and become exercisable annually in 25% increments.(7)The closing price of Comerica Common Stock per share on January 24, 2017.(8)Represents the fair value (at grant date) of stock options, RSAs and SELTPP units granted to applicable NEOs in 2017. The SELTPP units are calculated by a third-party accounting firm using the fair value (at grant date) less a 2.13% adjustment for market condition resulting in an assigned fair value of $66.22. The RSA value is calculated by using the closing stock price on the date of grant. The stock option grant value is based on a binomial lattice valuation. The binomial value assigned to the option grant in January 2017 was $19.61.The following table provides information on stock option, RSA and SELTPP unit grants awarded under the 2006 LTIP for each NEO that were outstanding as of the end of the fiscal year ended December 31, 2017. The market value of the stock awards is based on the closing market price of Comerica Common Stock on December 29, 2017 of $86.81 per share. For more information on our equity compensation plans, see the "Long-Term Incentives" section of the "Compensation Discussion and Analysis."OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017 Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($) Equity
Incentive Plan
Awards:
Number of
Unearned
Shares or
Units of
Stock
That Have
Not
Vested (#) Equity
Incentive Plan
Awards:
Market Value
of Unearned
Shares or
Units of Stock
That Have
Not
Vested ($) - 18,220 (1) 67.66 1/24/2027 7,980 (5) 692,744 59,857 (13) 5,196,186 9,036 27,109 (2) 32.97 1/26/2026 16,380 (6) 1,421,948 122,842 (14) 10,663,914 15,747 15,748 (3) 42.32 1/27/2025 12,760 (7) 1,107,696 20,897 6,966 (4) 49.51 1/21/2024 5,453 (8) 473,375 34,700 - 33.79 1/22/2023 64,246 (9) 5,577,195 121,400 - 29.60 1/24/2022 115,300 - 39.10 1/25/2021 61,500 - 39.16 7/27/2020 - 4,175 (1) 67.66 1/24/2027 1,830 (5) 158,862 13,717 (13) 1,190,773 1,342 4,028 (2) 32.97 1/26/2026 4,915 (10) 426,671 18,255 (14) 1,584,717 2,340 2,340 (3) 42.32 1/27/2025 2,435 (6) 211,382 3,041 1,014 (4) 49.51 1/21/2024 1,895 (7) 164,505 794 (8) 68,927 9,546 (9) 828,688 - 5,695 (1) 67.66 1/24/2027 2,495 (5) 216,591 18,705 (13) 1,623,781 2,823 8,472 (2) 32.97 1/26/2026 5,120 (6) 444,467 38,385 (14) 3,332,202 3,610 3,610 (3) 42.32 1/27/2025 6,455 (11) 560,359 4,788 1,597 (4) 49.51 1/21/2024 2,925 (7) 253,919 1,250 (8) 108,513 14,722 (9) 1,278,017 - 2,910 (1) 67.66 1/24/2027 1,275 (5) 110,683 9,562 (13) 830,077 - 5,532 (2) 32.97 1/26/2026 3,340 (6) 289,945 25,065 (14) 2,175,893 14,065 (12) 1,220,983 - 2,530 (1) 67.66 1/24/2027 1,110 (5) 96,359 8,310 (13) 721,391 1,130 3,390 (2) 32.97 1/26/2026 2,045 (6) 177,526 15,352 (14) 1,332,707 1,750 1,750 (3) 42.32 1/27/2025 1,420 (7) 123,270 1,392 465 (4) 49.51 1/21/2024 364 (8) 31,599 2,000 - 33.79 1/22/2023 7,139 (9) 619,737 8,000 - 29.60 1/24/2022 8,000 - 39.10 1/25/2021 15,000 - 34.78 1/26/2020 Footnotes:(1)Options vest annually in 25% increments with remaining vesting dates of 1/24/2018, 1/24/2019, 1/24/2020 and 1/24/2021.(2)Options vest annually in 25% increments with remaining vesting dates of 1/26/2018, 1/26/2019 and 1/26/2020.(3)Options vest annually in 25% increments with remaining vesting dates of 1/27/2018 and 1/27/2019.(4)Options vest annually in 25% increments with a single remaining vesting date of 1/21/2018.(5)RSAs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 1/24/2020, 1/24/2021 and 1/24/2022. Dividends are paid out in cash over the vesting period.(6)RSAs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 1/26/2019, 1/26/2020 and 1/26/2021. Dividends are paid out in cash over the vesting period.(7)RSAs vest in increments of 50% in year three and 25% in years four and five. 50% of these RSAs vested in January of 2018, and half of the remaining RSAs will vest on each of 1/27/2019 and 1/27/2020. Dividends are paid out in cash over the vesting period.(8)RSAs vest in increments of 50% in year three and 25% in years four and five. 50% of these RSAs vested in January of 2017, an additional 25% vested in January of 2018, and the remaining 25% will vest on 1/21/2019. Dividends are paid out in cash over the vesting period.(9)The three-year performance period for these SELTPP units ended on 12/31/17. The Committee made performance-based determinations regarding these units on February 27, 2018 as follows: MetricPerformance 3-year average ROCE excluding non-performance items7.87% (100.7% of target) TSR (relative to KBW Bank Index)First quartile of banks – no negative modifier On the determination date, the Committee approved a payout of the SELTPP units at 100.7% of target and the SELTPP units vested. Shares shown here have the performance factor applied. Dividend equivalents accumulated throughout the vesting period and were paid out at distribution in cash with the same performance factor applied.With respect Pursuant to ROCE excluding non-performance items, see Annex A for a reconciliation of non-GAAP and GAAP measures presented.(10)RSAs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 7/26/2019, 7/26/2020 and 7/26/2021. The grant was made in connection with Mr. Duprey's promotion to Chief Financial Officer, Comerica Incorporated and Comerica Bank. Dividends are paid out in cash overSEC rules, based on Comerica’s previous fiscal year’s performance (including TSR performance), the vesting period.(11)RSAs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 4/28/2018, 4/28/2019 and 4/28/2020. The grant was made in recognition of Mr. Farmer's promotion to President, Comerica Incorporated and Comerica Bank. Dividends are paid out in cash overnumber shown is at the vesting period.(12)As an incentive to join Comerica, Mr. Buchanan was awarded RSAs on September 15, 2015. RSAs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 9/15/2018, 9/15/2019 and 9/15/2020. Dividends are paid out in cash over the vesting period.(13)12/31/19,December 31, 2024, the end of the three-year performance period, once the attainment of the performance measures has been determined. The SELTPP is a forward-looking performance plan where the payout could be at 150% of target if performance metrics are surpassed or could be reduced to zero if the SELTPP ROCE performance threshold is not achieved. Performance will be measured on an absolute basis for three-year averageSELTPP ROCE excluding non-performance items with a downward modifier included based on relative TSR performance, as compared with the KBW Bank Index. Dividend equivalents accumulate throughout the vesting period and are paid out at distribution in cash with the same performance factor applied.Pursuant to SEC rules, based on Comerica's previous fiscal year's performance, the number shown is at maximum.
the maximum level.(14)The SELTPP units vest after 12/31/18, the end of the three-year performance period, once the attainment of the performance measures has been determined. The SELTPP is a forward-looking performance plan where the payout could be at 150% of target if performance metrics are surpassed or be reduced to zero if the performance threshold is not achieved. Performance will be measured on an absolute basis for three-year ROCE excluding non-performance items with a modifier includedapplied based on relative TSR performance, as compared with the KBW Bank Index. Dividend equivalents accumulate throughout the vesting period and are paid out at distribution in cash with the same performance factor applied. Pursuant to SEC rules, based on Comerica's previous fiscal year'sComerica’s 2022 and 2023 performance (including TSR performance), the number shown is at maximum.2024 Proxy Statement 67 Comerica Incorporated RSAs, RSUs and PRSUsRSAs during the fiscal year ended December 31, 20172023 for each of the NEOs. For more information on our equity compensation plans, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis."Stock Awards Name Number of
Shares Acquired
on Vesting
(#)Value
Realized on
Vesting
($)Curtis C. Farmer 55,458 3,890,912 (1) James J. Herzog 14,222 1,003,981 (2) Peter L. Sefzik 10,811 765,013 (3) Megan D. Crespi 35,766 1,968,355 (4) Megan D. Burkhart 16,307 994,613 (5) Option Awards Stock Awards Name Number of Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting
($) 183,600 7,547,415 153,614 10,588,303 59,000 1,883,283 22,277 1,535,609 64,250 2,221,678 30,620 2,116,382 1,843 76,687 0 0 14,000 621,040 5,644 394,854 Footnotes:5,453 RSAs1,170 RSUs vested with a closing market price of $66.96$69.13 on January 21, 2017, 93,300 RSAs1/22/2023, 985 RSUs vested with a closing market price of $67.66$71.96 on January 24, 2017 and 54,861 SELTPP units settled with a closing market price of $71.28 on February 28, 2017. Mr. Babb "net" exercised 100,000 stock options on January 30, 2017 with an exercise price of $37.45 per share by withholding shares to satisfy tax withholding obligations and pay the exercise price. Mr. Babb exercised and sold an additional 83,600 stock options, half on each of April 28, 2017 and May 1, 2017, with an exercise price of $17.32 per share.(2)Upon the lapse of restrictions, 793 RSAs1/23/2023, 9,325 RSUs vested with a closing market price of $66.96$72.03 on January 21, 2017, 13,500 RSAs1/26/2023, 6,432 RSUs vested with a closing market price of $67.66$72.57 on January 24, 2017,1/28/2023, and 7,984 SELTPP units settled with a closing market price of $71.28 on February 28, 2017. Mr. Duprey exercised and sold an aggregate 37,000 stock options on January 30, 2017 and exercised and sold an additional 22,000 stock options on January 31, 2017 with exercise prices as follows: 18,500 stock options at $39.16; 18,500 stock options at $39.10; 4,500 stock options at $33.79; and 17,500 stock options at $29.60.(3)Upon the lapse of restrictions, 1,249 RSAs1,186 RSUs vested with a closing market price of $66.96$43.73 on January 21, 2017, 16,800 RSAs4/23/2023. 36,360 SELTPP units vested on their determination date at a closing market price of $70.10 on 2/28/2023.$67.66$69.13 on January 24, 2017, and 12,571 SELTPP units settled with a closing market price of $71.28 on February 28, 2017. Mr. Farmer exercised and sold an aggregate 64,250 stock options on April 28, 2017 with exercise prices as follows: 21,000 stock options at $39.16; 22,000 stock options at $39.10; 5,500 stock options at $33.79; and 15,750 stock options at $29.60.(4)Mr. Buchanan "net" exercised 1,843 stock options on March 1, 2017 with an exercise price of $32.97 per share by withholding shares to satisfy tax withholding obligations and pay the exercise price.(5)Upon the lapse of restrictions, 363 RSAs1/22/2023, 182 RSUs vested with a closing market price of $66.96$71.96 on January 21, 2017, 1,625 RSAs1/23/2023, 2,582 RSUs vested with a closing market price of $67.66$72.03 on January 24, 2017 and 3,656 SELTPP settled1/26/2023, 642 RSUs vested with a closing market price of $71.28$72.57 on February 28, 2017. Mr. Michalak "net" exercised an aggregate 14,000 stock options: 7,000 stock options on February 9, 2017,1/28/2023, and 1,047 RSUs vested with an exercisea closing market price of $37.45 per share; and 7,000 stock options$70.41 on March 1, 2017, with an exercise2/25/2023. 3,625 SELTPP units vested on their determination date at a closing market price of $17.32 per share. In both cases shares were withheld to satisfy tax withholding obligations$70.10 on 2/28/2023, and to pay5,924 SELTPP units vested at a closing market price of $70.10 on 2/28/2023.exercise price.2024 Proxy Statement 68 Comerica Incorporated retirement, including, without limitation,retirement. For the NEOs, those consist of the Comerica Incorporated Retirement Income Account Plan (“RIA”) and the Supplemental Retirement Income Account Plan for Employees of Comerica Incorporated (“SRIA”). defined benefit plans and supplemental executive retirement plans, but excluding tax-qualified defined contribution plans and nonqualified defined contribution plans.2017(1)Name Plan Name Number of Years
Credited Service
(#)Present Value of
Accumulated
Benefit
($)Curtis C. Farmer RIA 15.00 594,631 SRIA 15.00 543,285 James J. Herzog RIA 39.42 2,302,483 SRIA 39.42 270,659 Peter L. Sefzik RIA 23.17 846,847 SRIA 23.17 188,291 Megan D. Crespi RIA 3.00 41,912 SRIA 3.00 110,179 Megan D. Burkhart RIA 25.25 1,531,799 SRIA 25.25 176,434 Plan Name Number of
Years
Credited
Service
(#)(2) Present Value of
Accumulated
Benefit
($) Payments
During
Last Fiscal
Year
($) RIA 21.58 3,228,732 231,383(3) SRIA 39.58 28,457,890 - Total Pension Value 31,686,622 231,383(3) RIA 10.75 1,167,748 - SRIA 10.75 704,859 - Total Pension Value 1,872,607 - RIA 9.00 16,933 - SRIA 9.00 27,600 - Total Pension Value 44,533 - RIA 2.00 14,114 - SRIA 2.00 16,462 - Total Pension Value 30,576 - RIA 31.08 2,452,970 - SRIA 31.08 1,152,036 - Total Pension Value 3,605,006 - Footnotes:(1)NEOs,NEO, based on the final average monthly compensationeligible pay and the number of years of service credited atthrough December 31, 2017.2023. The actuarial assumptions used to determine the present values are consistent with those used in Comerica'sComerica’s financial statements, except that, as required by SEC regulations, the assumed retirement age is the normal RIA retirement age of 65 or the executive'sexecutive’s current age, if later. For these purposes, the actuarial assumptions under both plans includeare described in Note 17 to the financial statements in Comerica's 2023 10-K, and a discount rate of 3.74%; post-retirement mortality projections from the RP-2017 Mortality Table for males and females with generational projection using sex-distinct Scale MP-2017; no assumed pre-retirement mortality; and that payments are projected to commence at the greater of participant age 65 and current age for active participants; form of payment for those with accruals in the prior pension plan isof a single life annuity otherwise,(for others, a lump sum is assumed. Mr. Babb's qualified benefits reflect his actual election of a joint & 100% survivor annuity, with a life annuity assumed for his SRIA benefit.(2)years of service credited to Mr. Babb under the SRIA include 18 years of benefit service that Comerica contractually agreed to provide Mr. Babb at the time he was hired to equalize the effect of his departure from his previous employer. For additional explanation on this matter, see "Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb, Jr."on page 72. Using the same actuarial assumptions asamounts set forth in footnote 1, the table above are not subject to deduction for Social Security or other offset amounts.service are valued at $14,449,885 of his total SRIA benefit.(3)Due to IRS rules, Mr. Babb was required to take annual distributions fromcredited service.in 2017.Retirement programs for active colleagues were revised effectivereceives a pension comprised of up to two parts, depending on period of service.renamed the Retirement Income Account (RIA) Plan and the Supplemental Retirement Income Account (SRIA) Plan. The RIA/SRIA Plans were designed to replace the benefits provided by the previously existing pension plan, supplemental executive retirement plan and Retirement Account Plan (RAP) with one set of plans for all eligible colleagues. Underafter January 1, 2017, under the RIA Plan,cash balance formula. Under this formula, Comerica will makeprovides Contribution Credits and Interest Credits for employees each month, based on a point system. Eligible pay used in the Contribution Credit calculation will beis the taxable cash compensation received from Comerica, including cash incentives and awards, pre-tax contributions to health and savings plans, and certain pre-tax benefit deductions. RIA Plan participants with deferred compensation or compensation in excess of the annual IRS pay cap are eligible to participate in the SRIA. Eligible employees will alsoa given month receive Contribution Credits and Interest Credits under the SRIA Plan in months in which they receive eligible SRIA pay.2024 Proxy Statement 69 Comerica Incorporated his or hertheir accrued benefit. Any portion of the benefit that was accrued under the prior final average pay formula is reduced by an early retirement reduction factor for commencement prior to normal retirement age. For accruals under the RIA cash balance formula, the value of the account balance is paid. As of December 31, 2017,2023, Mr. DupreyFarmer and Mr. MichalakHerzog were eligible for early retirement.2017,2023, none of the NEOs were eligible for normal retirement.a)(a) a benefit calculated using accruals through the late retirement date and b)(b) a benefit that consists of accruals under the prior final average pay formula as of the normal retirement date, actuarially increased to the late retirement date, plus any applicable accruals under the RIA cash balance formula. As of December 31, 2017, Mr. Babb was2023, none of the NEOs were eligible for late retirement.retirement. After three years of service with Comerica, anbenefit.An eligible employee is vested in the RIA.RIA after three years of service. Such an employee receives a vested separated retirement benefit at the time of termination even if such employee is not eligible for retirement. Any portion of the benefit that was accrued under the prior final average pay formula is reduced by a vested separated retirementreduction factor for commencement prior to normal retirement age. For accruals under the RIA cash balance formula, the value of the account balance is paid. As of December 31, 2017,2023, Mr. Farmer wasSefzik, Ms. Crespi and Ms. Burkhart were eligible for a vested separated retirement benefit.2017,2023, Mr. Babb and Mr. MichalakHerzog had satisfied the service requirements for disability benefits. All others would receive an early retirement or vested separated retirement benefit in the event of total disability.employee'semployee’s surviving spouse or domestic partner, if any, would receive the same benefit that would be payable if the eligible employee had separated from service on the date of death and elected an immediate joint and 50% survivor annuity as of the date of death or at the earliest retirement age, if later. An eligible employee who is at least age 50 and has earned a vested accrued benefit under the prior final average pay formula may elect an enhanced death benefit that would pay a benefit assuming the eligible employee separated from service on the date of death and elected an immediate joint and 100% survivor annuity. Of the NEOs, Mr. Babb and Mr. Michalak haveMs. Burkhart has elected an enhanced death benefit.A participant who retires under the RIA receives a pension comprised of two parts. The first part is the pension based on the service the participant accrued prior to January 1, 2017 under the prior final average pay formula (if applicable) under Comerica's former pension plan. For more information on that plan, which terminated as of January 1, 2017, please refer to the 2017 proxy statement. The second part is the pension based on accruals on and after January 1, 2017, under the RIA cash balance formula. For more information on the key features of the RIA, please see the "Other Benefits Programs and Compensation" section."Pension“Pension Benefits at Fiscal Year-End 2017"2023” table above. A participant who is married at the time of retirement generally receives a pension in the form of a joint and 50% survivor annuity, the amount of which is actuarially equivalent to the single life annuity. Effective January 1, 2017, aA participant may also elect a one-time lump sum option (with spousal consent as required by law).The amounts set forth in the table above are not subject to deduction for Social Security or other offset amounts.The SRIA plan provides contribution credits and interest at the same level as the RIA for compensation in excess of the IRS pay cap, which was $270,000 in 2017, and on compensation that is deferred under Comerica's deferred compensation plans. is less thandoes not exceed $250,000, the SRIA benefits are paid in a one-time lump sum.TableIn past years, there was some flexibility provided in the IRS regulations to include a portion of Contents2024 Proxy Statement 70 Comerica Incorporated the NEOsany NEO with respect to the fiscal year ended December 31, 2017.2023. The plans under which these deferrals were made are described in the section entitled "Employee Deferred Compensation Plans" below.2017 NONQUALIFIED DEFERRED COMPENSATION Name Plan Name Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings
(Loss)
in Last FY
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance
at Last FYE
($)(1) Ralph W. Babb, Jr. Deferred Compensation Plan 0 0 0 0 0 Common Stock Deferred Incentive Award Plan 0 0 840,087 0 3,710,721 Total Deferred Compensation Balance 0 0 840,087 0 3,710,721 David E. Duprey Deferred Compensation Plan 0 0 116,792 0 711,934 Common Stock Deferred Incentive Award Plan 0 0 0 0 0 Total Deferred Compensation Balance 0 0 116,792 0 711,934 Curtis C. Farmer Deferred Compensation Plan 0 0 0 0 0 Common Stock Deferred Incentive Award Plan 0 0 0 0 0 Total Deferred Compensation Balance 0 0 0 0 0 John D. Buchanan Deferred Compensation Plan 0 0 0 0 0 Common Stock Deferred Incentive Award Plan 0 0 0 0 0 Total Deferred Compensation Balance 0 0 0 0 0 Michael H. Michalak Deferred Compensation Plan 0 0 131,373 0 740,553 Common Stock Deferred Incentive Award Plan 0 0 49,358 0 218,017 Total Deferred Compensation Balance 0 0 180,731 0 958,570 Footnotes:(1)Amounts represent the total compensation deferred by each NEO, together with earnings netconsist of any losses attributed to each of them in accordance with their investment elections in the hypothetical investments offered. The deferral contributions made in years prior to 2017 represent base salary or incentives earned under the MIP. These amounts include NEO contributions that were included in the Summary Compensation Table in prior years for those years in which the individuals served as an NEO.Employee Deferred Compensation Plans. Comerica maintains two deferred compensation plans for eligible employees of Comerica and its subsidiaries: the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (the "Employee Common“Deferred Stock Deferral Plan"Plan”) and the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (the "Employee Investment Fund Deferral Plan"“Deferred Compensation Plan”).Name Plan Name Aggregate Earnings (Loss) in Last FY
($)James J. Herzog Deferred Compensation Plan 11,508 238,048 Deferred Stock Plan (11,230) 88,048 Employee CommonDeferred Stock Deferral Plan, eligible employees may defer up to 100% of their incentive awards into units that are functionally equivalent to shares of Comerica Common Stock.common stock. Dividend paymentspayment equivalents are converted to an equivalent unit value and credited to the employee'semployee’s account. Generally, theThe deferred compensation under the Employee CommonDeferred Stock Deferral Plan is payable in shares of Comerica Common Stockcommon stock, generally following termination of service as an employee over the period elected by the employee, except in the case of termination due to death or separation of service prior to retirement, in which case the deferred compensation is payable in shares of Comerica Common Stockcommon stock in a single lump sum distribution within ninety days.Similarly, The 2023 simulated investment return on compensation deferred under the Employee Investment Fund DeferralDeferred Stock Plan was (11.2)%.2024 Proxy Statement 71 Comerica Incorporated bonus andcash incentive awards, into units that are functionally equivalent to shares offor simulated investment in indices or broad-based mutual funds offered under the Employee Investment Fund Deferral Plan. These investments are similar to those offered under Comerica'sComerica’s Preferred Savings (401(k)) Plan.Plan offers. As of 1999, Comerica Common Stockcommon stock was no longer an investment choice under the Employee Investment Fund DeferralDeferred Compensation Plan. Any dividend payments are converted to an equivalent unit value and credited to the employee'semployee’s account. Generally, theThe deferred compensation under the Employee Investment Fund DeferralDeferred Compensation Plan is payableAdditionally, upon Comerica's acquisition of Sterling, Comerica assumed Sterling Bancshares, Inc. Deferred Compensation Plan (as Amended and Restated). None of the NEOs participate in this plan.were:Simulated Investment T. Rowe Price Balanced I Class 18.10 % Vanguard Total Bond Market Index Fund Institutional Shares 5.72 % Metropolitan West Total Return Bond Fund Plan Class 6.07 % Comerica Stock Fund (11.20) % Franklin Rising Dividends Fund R6 Class 12.51 % Vanguard Institutional Index Fund Institutional Shares 26.24 % American Funds The Growth Fund of America® Class R-6 37.65 % JPMorgan U.S. Value Fund Class R6 9.73 % Vanguard Mid-Cap Index Fund Institutional Shares 16.00 % BlackRock Mid-Cap Growth Equity Portfolio Class K 28.34 % Allspring Special Mid Cap Value Fund - Class R6 9.62 % Vanguard Small-Cap Index Fund Institutional Shares 18.22 % Neuberger Berman Genesis Fund Class R6 15.89 % Goldman Sachs Emerging Markets Equity Insights Fund Class R6 12.98 % iShares MSCI EAFE International Index Fund Class K 18.34 % American Funds EuroPacific Growth Fund® Class R-6 16.05 % Gabelli U.S. Treasury Money Market Fund Class AAA 5.08 % POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLAT FISCAL YEAR-END 2017 Benefits and
Payments upon
Separation Retirement(1) For Cause
Termination Change of
Control
Termination(2) Disability Death — — $ 9,031,200 — — $ 3,302,400 (3) — $ 3,483,000 $ 3,302,400 $ 3,302,400 — (4) — $ 2,768,922 (5) — (6) —(6) $ 3,695,763 (7) — $ 3,695,763 (5) $ $ 3,695,763 — (8) — $ 16,111,936 (5) $ — (9) $ 16,111,936 — — $ 15,357,392 — — N/A N/A N/A N/A N/A — — $ 201,020 $ 2,840 $ 822,900 $ 727,664 $ 727,664 $ 727,664 $ 727,664 $ 390,222 — — $ 8,019 (16) — — — — $ 9,012,944 — — $ 7,725,827 $ 727,664 $ 60,397,860 $ 4,032,904 $ 24,323,221 2024 Proxy Statement 72 Comerica Incorporated POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL AT FISCAL YEAR-END 2023 Name Early
Retirement (1)For Cause
Termination
ControlDisability (3) Death (4) Curtis C. Farmer (5) $1,186,800 (7) — $31,466,424 $3,179,946 (7) $11,141,690 James J. Herzog (5) (6) $492,660 (8) — $10,235,937 $1,391,380 (8) $3,517,488 Babb isFarmer and Mr. Herzog are eligible for early retirement (at least 6555 years of age)age with at least 10 years of service), it is assumed for purposes of this table that instead of a voluntary termination or an involuntary not for cause termination, Mr. Babbeach would have retired early if he had terminated as of December 31, 2017."Change“Change of Control Agreements" on pages 70-71Agreements” in the Compensation Discussion and Analysis for a description of Mr. Babb'sthese officers’ change of control agreement;agreements; assumes both change of control and termination occur on December 31, 2017.(3)If Mr. Babb had retired on December 31, 2017, he would have been eligible to receive a share of any applicable incentive payment provided2023. This total includes the following:MIP which is payable in the year 2018 with respect to the one-year and three-year performance periods ended December 31, 2017, in accordance with the termsagreements.the MIP.(4)If Mr. Babb had retired on December 31, 2017, no acceleration of stock options would have occurred pursuant to the applicable award agreements; however, unvested options would have continued to vest on the terms in effect prior to retirement, and vested options would have continued to be exercisable until their expiration date. target or estimated achievement). fair market value of the unvested stock options that would have continued to vest was $2,768,922 at December 31, 2017.(5)Represents the value of the acceleration of all unvested, in-the-money equity awards upon a change of control pursuant to Comerica's equity compensation plans based on Comerica'sComerica’s closing stock price as of December 31, 2017.(6)In the event of2023. Outstanding awards granted prior to April 24, 2018 vest upon a termination due to death or disability, no acceleration of stock options would occur pursuant to the applicable award agreements and unvested options would be forfeited; however, any previously vested options would have continued to be exercisable for the earlier of the option term or one year (in the case of death) or the earlier of the option term or three years (in the case of disability).(7)Assumes that all unvested RSAs were accelerated. The Committee may, in its discretion, as it has elected to do previously, accelerate an executive's RSAssingle trigger; awards granted after April 24, 2018 vest upon the executive's retirement.Normally, the Committee would only consider making that determinationa double trigger if the NEO was at least age 55 and, to the extent permitted by applicable state law, the NEO signed a restrictive covenants and general release agreement.(8)If Mr. Babb had retired on December 31, 2017, no acceleration of thenot assumed. SELTPP units would have occurred; however,are included at the awards would have continued to vesthigher of target or estimated achievement (for presentation purposes, estimated achievement is based on the terms, including the performance conditions, in effect prior to retirement. The fair market value of the units that would have continued to vest was $16,111,936 at December 31, 2017.(9)As Mr. Babb was eligible for retirement as of December 31, 2017, due to the application of retirement provisionsamount reported in the applicable award agreements, no acceleration of the SELTPP units upon disability would occur; however, the SELTPP units would have continued to vest on the terms, including the performance conditions, in effect prior to disability. The fair market value of the units that would have continued to vest was $16,111,936 at December 31, 2017.(10)Does not include payments of deferred compensation which are reflected in the 2017 Nonqualified Deferred Compensation Table on page 88.(11)Mr. Babb is eligible for retirement and for a death and disability benefit under the RIA and SRIA. Because these benefits are already accrued and fully vested, they are already reflected in the Pension Benefits Table"Outstanding Equity Awards at Fiscal Year-End 2017 Table on pages 85-87 and do not represent additional expense to Comerica.(12)Includes the2023" table).2.20%5.50% for the first 5 years, 3.57%5.76% for years 5-20 and 4.24%5.83% for years after 20. Mortality Table for 20182024 as prescribed by IRS Notice 2017-60.2023-73. Payments are projectedassumed to commencehave commenced on December 31, 20172023 in the form of a lump sum.(13)Mr. Babb was not eligible to participate in the Retirement Account Plan.(14)For "Change of Control Termination," reflects valueand calculates such life insurance premiumscalculated based upon portability and conversion options in the contract at December 31, 2017. 2023."Disability," includes Mr. Farmer, estimated tax assistance of $4,153,505.assumesmedical coverage based on each officer’s 2023 elections, assuming that life insurance premiums will remain at December 31, 20172023 levels. For "Death," includes proceedslifedisability insurance equal to 60% of which any amountbase salary plus incentive, if elected; up to $2 million$360,000 annually would be paid by Comerica's disability insurance provider. While a one year period is used for this table, benefits may be paid through age 65.(15)IncludesMr. Babb's retiree medical benefits for himhis accumulated benefit by $456,174, and his spouse, as provided for Mr. Babb in his Supplemental Pension and Retiree Medical Agreement describedsuch amount is included above.2024 Proxy Statement 73 Comerica Incorporated "Employment Contracts and Severance2023 Nonqualified Deferred Compensation Table.Change of Control Agreements" section. Key assumptions used to value Mr. Babb's retiree medical benefits included a discount rate of 3.55%, mortality projections based on the RP-2017 Mortality Table for males and females with generational projection using sex-distinct Scale MP-2017, assumptions of annual per capita costs based on Comerica's claims experience and assumptions of annual trend rates for future healthcare and prescription drug cost increases of 6.50%% in 2018, grading down to 4.50% in year 2027 and beyond.(16)Assumes Mr. Babb has elected to use Comerica's standard outplacement provider and represents negotiated rate. Benefits and
Payments upon
Separation Early
Retirement(1) For Cause
Termination Change of
Control
Termination(2) Disability Death — — $ 3,207,361 — — $ 1,135,680 (3) — $ 1,185,600 $ 1,135,680 $ 1,135,680 — (4) — $ 438,748 (5) — (6) — (6) $ 1,030,347 (7) — $ 1,030,347 (5) $ $ 1,030,347 — (8) — $ 2,673,314 (5) — (9) $ 2,673,314 — — $ 743,831 (12) N/A — N/A N/A N/A N/A N/A — — $ 83,240 $ 2,074 $ 601,000 — — $ 35,288 $ 26,503 $ 2,940 — — $ 8,019 (16) — — — — $ 1,592,724 — — $ 2,166,027 — $ 10,998,472 $ 1,164,257 $ 5,443,281 (1)As Mr. Duprey is eligible for early retirement (at least 55 years of age with at least 10 years of service), it is assumed for purposes of this table that instead of a voluntary termination or an involuntary not for cause termination, Mr. Duprey would have retired early if he had terminated as of December 31, 2017. Mr. Duprey retired on February 28, 2018.(2)Please see "Change of Control Agreements" on pages 70-71 for a description of Mr. Duprey's change of control agreement; assumes both change of control and termination occurbecome disabled on December 31, 2017.(3)If Mr. Duprey had retired on December 31, 2017, he would have been eligible to receive a share of any applicable incentive payment provided pursuant to the MIP which is payable in the year 2018 with respect to the one-year and three-year performance periods ended December 31, 2017, in accordance with the terms of the MIP.(4)If Mr. Duprey had retired on December 31, 2017,2023, no acceleration of stock options, RSUs or SELTPP units would have occurred pursuant to the applicable award agreements; however, unvested optionsthe awards would have continued to vest on the terms, including any performance conditions, in effect prior to retirement or disability, and vested options would have continued to be exercisable until their expiration date. The fair market value of the unvested stock options, RSUs and SELTPP units that would have continued to vest was $438,748$12,888,761 at December 31, 2017.(5)Represents2023, using actual achievement of 150.0% for 2021 SELTPP grants; this value is not included in the value of the acceleration of all unvested, in-the-money equity awards upon a change of control pursuant to Comerica's equity compensation plans basedtable. Comerica's closing stock price as of December 31, 2017.(6)In the event of a termination due to death or disability,2023, no acceleration of stock options, RSUs or SELTPP units would occurhave occurred pursuant to the applicable award agreements and unvested options would be forfeited; however, any previously vested options would have continued to be exercisable for the earlier of the option term or one year (in the case of death) or the earlier of the option term or three years (in the case of disability).(7)Assumes that all unvested RSAs were accelerated. The Committee may, in its discretion, as it has elected to do previously, accelerate an executive's RSAs upon the executive's retirement. Normally, the Committee would only consider making that determination if the NEO was atleast age 55 and, to the extent permitted by applicable state law, the NEO signed a restrictive covenants and general release agreement.(8)If Mr. Duprey had retired on December 31, 2017, no acceleration of the SELTPP units would have occurred;agreements; however, the awards would have continued to vest on the terms, including theany performance conditions, in effect prior to retirement.retirement or disability, and vested options would have continued to be exercisable until their expiration date. The fair market value of the unvested stock options, RSUs or SELTPP units that would have continued to vest was $2,673,314$4,022,673 at December 31, 2017.(9)Due2023, using actual achievement of 150.0% for 2021 SELTPP grants; this value is not included in the table.Name For Cause
TerminationDisability (3) Death (4) Peter L. Sefzik $662,528 — $8,829,095 $3,430,501 $3,171,878 Megan D. Crespi $612,276 — $7,526,532 $2,433,095 $2,584,954 Megan D. Burkhart (5) $602,528 — $7,482,296 $4,703,119 $2,390,305 applicationagreements.retirement provisions in the applicable award agreements, no acceleration of the SELTPP units upon disability would occur; however, the SELTPP units would have continued to vest on the terms, including the performance conditions, in effect prior to disability. target or estimated achievement). fair market value of the units that would have continued to vest was $2,673,314 atacceleration of all unvested, in-the-money equity awards based on Comerica’s closing stock price as of December 31, 2017.(10)Does2023. Outstanding awards granted prior to April 24, 2018 vest upon a single trigger; awards granted after April 24, 2018 vest upon a double trigger if not include paymentsassumed. SELTPP units are included at the higher of deferred compensation which are reflectedtarget or estimated achievement (for presentation purposes, estimated achievement is based on the amount reported in the 2017 Nonqualified Deferred Compensation Table on page 88.(11)Mr. Duprey is eligible for early retirement and for a death and termination benefit under the RIA and SRIA. Because these benefits are already accrued and fully vested, they are already reflected in the Pension Benefits Table"Outstanding Equity Awards at Fiscal Year-End 2017 Table on pages 85-87 and do not represent additional expense to Comerica.(12)Includes the2023" table).2.20%5.50% for the first 5 years, 3.57%5.76% for years 5-20 and 4.24%5.83% for years after 20. Mortality Table for 20182024 as prescribed by IRS Notice 2017-60.2023-73. Payments are projectedassumed to commencehave commenced on December 31, 20172023 in the form of a lump sum.(13)Mr. Duprey was not eligible to participate in the Retirement Account Plan.(14)For "Change of Control Termination," reflects valueand calculates such life insurance premiumscalculated based upon portability and conversion options in the contract at December 31, 2017. For "Disability," includes 2023.assumesmedical coverage based each officer’s 2023 elections, assuming that life insurance premiums will remain at December 31, 20172023 levels. For "Death," includes proceedslifedisability insurance equal to 60% of which any amountbase salary plus incentive, if elected; up to $2 million$360,000 annually would be paid by Comerica's lifedisability insurance provider.(15)Assumes that medical, dental and vision insurance premiums will remain at December 31, 2017 levels; While a one year period is used for "Disability," includes 29 months of Company-paid medical coverage based on Mr. Duprey's 2017 election to participate in Comerica's medical plan coverage and for "Death," includes 3 months of COBRA for family members based on Mr. Duprey's 2017 elections for Comerica's medical, dental and vision plan coverage.(16)Assumes Mr. Duprey has elected to use Comerica's standard outplacement provider and represents negotiated rate. Benefits and
Payments upon
Separation Voluntary
Resignation Early
Retirement(1) Involuntary
Not for Cause
Termination(2) For Cause
Termination Change of
Control
Termination(3) Disability Death — N/A $ 721,000 — $ 3,966,063 — — — N/A — — $ 1,802,500 $ 1,701,080 $ 1,701,080 — N/A — — $ 785,369 (4) — (5) — (5) — N/A — — $ 1,583,849 $ 1,538,849 $ 1,538,849 — N/A — — $ 4,573,151 $ 4,573,151 $ 4,573,151 N/A N/A N/A N/A $ 470,853 (7) N/A N/A N/A N/A N/A N/A N/A N/A N/A — N/A — — $ 71,729 $ 2,419 $ 701,000 — N/A $ 3,837 — $ 52,133 $ 37,103 $ 4,344 — N/A $ 8,019 (9) — $ 8,019 (10) — — — N/A — — $ 1,922,549 — — $ N/A $ 732,856 $ $ 15,236,215 $ 7,852,602 $ 8,518,424 (1)Mr. Farmer is not eligible2024 Proxy Statement 74 Comerica Incorporated retirement or early retirement under Comerica's plans.(2)Because Mr. Farmer does not have an employment agreement, he would be eligible to participate in Comerica's standard severance plan available for all salaried employees and would receive his annual base salary, plus COBRA and outplacement assistance, under the plan.(3)Please see "Change of Control Agreements" on pages 70-71 for a description of Mr. Farmer's change of control agreement; assumes both change of control and termination occur on December 31, 2017.(4)Represents the2023.equityrestricted stock, RSU and SELTPP awards upon a change of control pursuant to Comerica's equity compensation plans based on Comerica'sComerica’s closing stock price as of December 31, 2017.(5)In the event of a termination due to death or disability, no acceleration of stock options would occur pursuant to the applicable award agreements and unvested2023. Unvested options would be forfeited; however, any previouslyforfeited, but vested options would have continuedcontinue to be exercisable for the earlier of the option term or one year (inyear; no value for the caseoptions is included in the table.death) or the earlierlife insurance of the option term or three years (in the case$601,000, $561,000, and $545,000, for Mr. Sefzik, Ms. Crespi and Ms. Burkhart, respectively, which would be paid by Comerica’s life insurance provider.disability).(6)Mr. FarmerCOBRA for family members based on each officer’s 2023 elections for Comerica’s medical, dental and vision plan coverage, assuming that premiums will remain at December 31, 2023 levels.the cash balance of his accountbenefits under the RIA and SRIA in the event of termination, death or disability. BecauseTo the extent these benefits are already accrued and fully vested, they are already reflected in the Pension Benefits Table at Fiscal Year-End 20172023 Table on pages 85-87 and do not represent additional expense to Comerica.(7)Includes Because Ms. Burkhart’s disability benefit would exceed the present value of an additionalher accumulated benefit by $2,063,222, such amount is included above.2024 Proxy Statement 75 Comerica Incorporated
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between "executive compensation actually paid" (as defined by SEC rules) and certain financial performance measures of Comerica. For further information concerning Comerica’s variable pay-for-performance philosophy and how Comerica aligns executive compensation with its performance, refer to the “Compensation Discussion and Analysis.”Tabular Disclosures
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
($)
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)Value of Initial Fixed $100 Investment Based On: Year
Compensation
Table Total for PEO(1)
($)
Actually Paid
to PEO(2)
($)
Shareholder
Return(5)
($)
Total Shareholder
Return(5)
($)
(in millions)(6)
($)
MIP EPS(7)
($)(a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 7,719,674 4,959,778 2,336,933 1,510,555 95 97 881 8.10 2022 8,733,364 7,563,916 2,734,143 1,891,070 107 97 1,151 6.83 2021 7,696,094 11,609,076 2,477,730 3,431,583 134 124 1,168 6.12 2020 5,014,099 1,865,997 1,892,565 1,817,386 83 89 497 5.14 Year Reported Summary Compensation Table Total for PEO
($)Compensation Actually Paid to PEO
($)2023 7,719,674 5,093,202 2,475,769 308,280 165,817 4,959,778 2022 8,733,364 4,281,205 3,162,544 187,153 136,366 7,563,916 2021 7,696,094 3,805,582 7,734,030 114,858 99,392 11,609,076 2020 5,014,099 3,188,716 149,175 158,455 49,894 1,865,997 control benefit under the RIAend of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and SRIA. Assumptionsunvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year,2024 Proxy Statement 76 Comerica Incorporated Year Year End Fair Value of Unvested Equity Awards Granted in the Year
($)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards
($)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($)Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($)Total Equity Award Adjustments
($)2023 3,876,155 (1,634,844) — 234,458 — — 2,475,769 2022 3,749,103 (624,360) — 37,801 — — 3,162,544 2021 5,603,372 1,999,322 — 131,336 — — 7,734,030 2020 2,635,946 (2,065,535) — (421,236) — — 149,175 amountcolumn are based on assumptions prescribedthe amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the applicable year.Pension Protection Act (PPA)benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:Year Service Cost
($)Prior Service Cost
($)Total Pension Benefit Adjustment
($)2023 165,817 — 165,817 2022 136,366 — 136,366 2021 95,950 3,442 99,392 2020 49,894 — 49,894 minimum present valuegroup (excluding Mr. Farmer, who has served as our CEO since April 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Farmer) included for purposes of calculating lump sumsthe average amounts in each applicable year are as follows: (i) for 2023, Mr. Herzog, Mr. Sefzik, Ms. Crespi and Ms. Burkhart; (ii) for 2022, Mr. Herzog, Mr. Sefzik, Mr. Oberg and Mr. Buchanan and Ms. Crespi; (iii) for 2021, Mr. Herzog, Mr.Buchanan, Mr. Sefzik and Mr. Oberg; and (iv) for 2020, Mr. Herzog, Mr. Carr and Mr. Buchanan and Ms. Crespi.byto the RIA. The interest rates usedNEOs as a group (excluding Mr. Farmer) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were based on the PPA 3 segment yield curve using a November look back month: 2.20%made to average total compensation for the first 5 years, 3.57%NEOs as a group (excluding Mr. Farmer) as reported in the Summary Compensation Tables for years 5-20each year to determine the compensation "actually paid," using the same methodology described above in Note 2.2024 Proxy Statement 77 Comerica Incorporated Year Average Reported Summary Compensation Table Total for Non-PEO NEOs
($)Average Compensation Actually Paid to Non-PEO NEOs
($)2023 2,336,933 1,056,868 376,960 210,819 64,349 1,510,555 2022 2,734,143 899,126 18,834 23,937 61,156 1,891,070 2021 2,477,730 911,371 1,800,780 27,476 91,920 3,431,583 2020 1,892,565 799,843 841,834 130,925 13,755 1,817,386 Year Average Year End Fair Value of Unvested Year Equity Awards Granted in the Year
($)Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards
($)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($)Average Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($)Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($)Total Average Equity Award Adjustments
($)2023 804,325 (355,066) — (72,299) — — 376,960 2022 651,661 (184,686) — 14,219 (462,360) — 18,834 2021 1,341,915 421,124 — 37,741 — — 1,800,780 2020 1,139,640 (208,030) — (89,776) — — 841,834 4.24%Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table during each fiscal year. Pursuant to SEC rules, averages include negative changes reflected as "0". See Note 3 for years after 20. Mortality Tablethe names of non-PEO NEOs included in the calculation for 2018each fiscal year.prescribed by IRS Notice 2017-60. Payments are projected to commenceset forth below. See Note 3 for the names of non-PEO NEOs included in the calculation for each fiscal year.Year Average Service Cost
($)Average Prior Service Cost
($)Average Total Pension Benefit Adjustment
($)2023 64,349 — 64,349 2022 61,156 — 61,156 2021 51,737 40,183 91,920 2020 13,755 — 13,755 20172019 and ending on the last fiscal day in 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the KBW Bank Index for each year disclosed in the formtable.2024 Proxy Statement 78 Comerica Incorporated lump sum.(8)For "Change of Control Termination,"post-tax basis). Financial Performance Measures value of life insurance premiumsa variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and calculates such life insurance premiums based upon portability and conversion options in the contract at December 31, 2017. For "Disability," includes 29 months of Company-paid basic life insurance premiums and assumes that life insurance premiums will remain at December 31, 2017 levels. For "Death," includes proceeds of life insurance, of which any amount up to $2 million would be paid by Comerica's life insurance provider.(9)Assumes that medical, dental and vision insurance premiums will remain at December 31, 2017 levels; for "Disability," includes 29 months of Company-paid medical coverageshort-term incentive awards are selected based on Mr. Farmer's 2017 electionan objective of incentivizing our NEOs to participate in Comerica's medical plan coverage and for "Death," includes 3 months of COBRA for family members based on Mr. Farmer's 2017 elections for Comerica's medical, dental and vision plan coverage.(10)Assumes Mr. Farmer has elected to use Comerica's standard outplacement provider and represents negotiated rate. Benefits and
Payments upon
Separation Voluntary
Resignation Early
Retirement(1) Involuntary
Not for Cause
Termination(2) For Cause
Termination Change of
Control
Termination(3) Disability Death — N/A $ 593,000 — $ 2,900,251 — — — N/A — — $ 920,797 $ 890,818 $ 890,818 — N/A — — $ 353,569 (4) — (5) — (5) — N/A — — $ 1,621,611 $ 1,621,611 $ 1,621,611 — N/A — — $ 2,004,009 $ 2,004,009 $ 2,004,009 N/A N/A N/A N/A $ 292,006 (7) N/A N/A N/A N/A N/A N/A 14,957 N/A N/A — N/A — — $ 36,264 $ 1,988 $ 576,000 — N/A $ 3,837 — $ 52,133 $ 37,103 $ 4,344 — N/A $ 8,019 (11) — $ 8,019 (11) — — — N/A — — $ — — — — N/A $ 604,856 — $ 8,203,616 $ 4,555,529 $ 5,096,782 (1)Mr. Buchanan is not eligible for retirement or early retirement under Comerica's plans.(2)Because Mr. Buchanan does not have an employment agreement, he would be eligible to participate in Comerica's standard severance plan available for all salaried employees and would receive his annual base salary, plus COBRA and outplacement assistance, under the plan.(3)Please see "Change of Control Agreements" on pages 70-71 for a description of Mr. Buchanan's change of control agreement; assumes both change of control and termination occur on December 31, 2017.(4)Representsincrease the value of our enterprise for our shareholders. The most important financial performance measures used by Comerica to link executive compensation actually paid to Comerica’s NEOs, for the acceleration of all unvested, in-the-money equity awards uponmost recently completed fiscal year, to Comerica’s performance are as follows:change of control pursuant to Comerica's equity compensation plans based on Comerica's closing stock price as of December 31, 2017.(5)Inpeer group established by the event of a termination due to death or disability, no acceleration of stock options would occur pursuant to the applicable award agreementsGovernance, Compensation and unvested options would be forfeited.(6)Mr. Buchanan would receive the cash balance of his account under the RIA and SRIANominating Committee)Analysis of the Information Presented in the Pay versus Performance Table eventsection “Compensation Discussion and Analysis,” Comerica’s executive compensation program reflects a variable pay-for-performance philosophy. While Comerica utilizes several performance measures to align executive compensation with its performance, not all of death or disability. Because these benefitsthose measures are already accrued and fully vested, they are already reflectedpresented in the Pension Benefits Table at Fiscal Year-End 2017 Table on pages 85-87Pay versus Performance table. Moreover, Comerica generally seeks to incentivize long-term performance, and dotherefore does not represent additional expense to Comerica.(7)Includes the present value of an additional change of control benefit under the RIA and SRIA. Assumptions to calculate this amount are based on assumptions prescribed by the Pension Protection Act (PPA) as a minimum present value for calculating lump sums paid by the RIA. The interest rates used were based on the PPA 3 segment yield curve using a November look back month: 2.20% for the first 5 years, 3.57% for years 5-20 and 4.24% for years after 20. Mortality Table for 2018 as prescribed by IRS Notice 2017-60. Payments are projected to commence on December 31, 2017 in the form of a lump sum.(8)Mr. Buchanan became an eligible participant in the Retirement Account Plan in 2016, but was not vested in his account at December 31, 2017.(9)For "Change of Control Termination," reflects value of life insurance premiums and calculates such life insurance premiums based upon portability and conversion options in the contract at December 31, 2017. For "Disability," includes 29 months of Company-paid basic life insurance premiums and assumesspecifically align performance measures with compensation that life insurance premiums will remain at December 31,2017 levels. For "Death," includes proceeds of life insurance, of which any amount up to $2 million would be paid by Comerica's life insurance provider.(10)Assumes that medical, dental and vision insurance premiums will remain at December 31, 2017 levels; for "Disability," includes 29 months of Company-paid medical coverage based on Mr. Buchanan's 2017 election to participate in Comerica's medical plan coverage and for "Death," includes 3 months of COBRA for family members based on Mr. Buchanan's 2017 elections for Comerica's medical, dental and vision plan coverage.(11)Assumes Mr. Buchanan has elected to use Comerica's standard outplacement provider and represents negotiated rate. Benefits and
Payments upon
Separation Early
Retirement(1) For Cause
Termination Change of
Control
Termination(2) Disability Death — — $ 1,750,001 — — $ 851,000(3) — $ 893,751 $ 851,000 $ 851,000 —(4) — $ 326,169(5) —(6) —(6) $ 428,754(7) — $ 428,754(5) $ 428,754 $ 428,754 —(8) — $ 1,984,911(5) —(9) $ 1,984,911 — — $ 627,222(12) N/A — N/A N/A N/A N/A N/A — — $ 45,595 $ 1,729 $ 501,000 — — $ 24,100 $ 26,503 $ 2,008 — — $ 8,019(16) — — — — $ 1,050,120 — — $ 1,279,754 — $ 7,138,642 $ 1,307,986 $ 3,767,673 (1)As Mr. Michalak is eligible for early retirement (at least 55 years of age with at least 10 years of service), it is assumed for purposes of this table that instead of a voluntary termination or an involuntary not for cause termination, Mr. Michalak would have retired early if he had terminated as of December 31, 2017.(2)Please see "Change of Control Agreements" on pages 70-71 for a description of Mr. Michalak's change of control agreement; assumes both change of control and termination occur on December 31, 2017.(3)If Mr. Michalak had retired on December 31, 2017, he would have been eligible to receive a share of any applicable incentive payment provided pursuant to the MIP which is payable in the year 2018 with respect to the one-year and three-year performance periods ended December 31, 2017,"actually paid" (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, Comerica is providing the termsfollowing descriptions of the MIP.(4)Ifrelationships between compensation "actually paid" and the financial performance measures presented in the Pay versus Performance table.2024 Proxy Statement 79 Comerica Incorporated Compensation "Actually Paid" and Cumulative TSR Michalak had retired on December 31, 2017, no accelerationFarmer and the average amount of compensation "actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) are aligned with Comerica’s cumulative common stock options would have occurred pursuanttotal shareholder return ("TSR") over the four years presented in the table. Compensation "actually paid" is aligned with cumulative TSR over the period because a significant portion of the compensation" actually paid" to Mr. Farmer and to the applicable award agreements; however, unvested options would have continued to vest onother NEOs is comprised of equity awards. As described in more detail in the terms in effect prior to retirement,section “Compensation Discussion and vested options would have continued to be exercisable until their expiration date. The fair market valueAnalysis,” Comerica aims for approximately 65% of the unvested stock options that would have continued to vest was $326,169 at December 31, 2017.(5)Represents the value of total compensation awarded to the accelerationNEOs to be comprised of all unvested, in-the-money equity awards, uponincluding restricted stock units, performance-based restricted stock units and stock options.
2024 Proxy Statement 80 Comerica Incorporated Compensation "Actually Paid" and Net Income changegroup (excluding Mr. Farmer) is generally aligned with Comerica’s net income over the four years presented in the table. While Comerica does not specifically use net income as a performance measure in the overall executive compensation program, the measure of control pursuant to Comerica's equitynet income is correlated with the measure of MIP EPS, which the Company does use for setting goals in Comerica’s short-term incentive compensation plans based on Comerica's closing stock price asprogram, the AEI. As described in more detail in the section “Compensation Discussion and Analysis,” Comerica aims for approximately 21% of December 31, 2017.(6)In the eventvalue of a termination due to death or disability, no acceleration of stock options would occur pursuanttotal compensation awarded to the applicable award agreementsNEOs to consist of amounts determined under the AEI.
2024 Proxy Statement 81 Comerica Incorporated Compensation "Actually Paid" and MIP EPS unvested options would be forfeited; however, any previously vested options would have continuedthe average amount of compensation "actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) is generally aligned with Comerica’s MIP EPS over the four years presented in the table. While Comerica uses numerous financial and non-financial performance measures for the purpose of evaluating performance for Comerica’s compensation programs, Comerica has determined that MIP EPS is the financial performance measure that, in Comerica’s assessment, represents the most important performance measure used by Comerica to link compensation actually paid to its NEOs, for the most recently completed fiscal year, to Comerica performance. Comerica utilizes MIP EPS when setting goals for the AEI. As described in more detail in the section “Compensation Discussion and Analysis,” Comerica aims for approximately 21% of the value of total compensation awarded to the NEOs to consist of amounts determined under the AEI and approximately 65% of the value of total compensation awarded to the NEOs to be exercisablecomprised of equity awards, including restricted stock units, performance-based restricted stock units and stock options.
2024 Proxy Statement 82 Comerica Incorporated Cumulative TSR of the Company and Cumulative TSR of the Peer Group earlier ofKBW Bank Index, was (3)% over the option term or one year (insame four-year period. Comerica’s cumulative TSR outperformed the case of death) orKBW Index during 2021 and 2022. For more information regarding the earlier ofComerica’s performance and the option term or three years (in the case of disability).(7)Assumescompanies that all unvested RSAs were accelerated. The Committee may, in its discretion, as it has elected to do previously, accelerate an executive's RSAs upon the executive's retirement. Normally, the Committee would only consider making that determination if the NEO was at least age 55considers when determining compensation, refer to “Compensation Discussion and to the extent permitted by applicable state law, the NEO signed a restrictive covenants and general release agreement.(8)If Mr. Michalak had retired on December 31, 2017, no acceleration of the SELTPP units would have occurred; however, the awards would have continued to vest on the terms, including theperformance conditions, in effect prior to retirement. The fair market value of the units that would have continued to vest was $1,984,911 at December 31, 2017.(9)Due to the application of retirement provisions in the applicable award agreements, no acceleration of the SELTPP units upon disability would occur; however, the SELTPP units would have continued to vest on the terms, including the performance conditions, in effect prior to disability. The fair market value of the units that would have continued to vest was $1,984,911 at December 31, 2017.(10)Does not include payments of deferred compensation which are reflected in the 2017 Nonqualified Deferred Compensation Table on page 88.(11)Mr. Michalak is eligible for early retirement and for a death and disability benefit under the RIA and SRIA. Because these benefits are already accrued and fully vested, they are already reflected in the Pension Benefits Table at Fiscal Year-End 2017 Table on pages 85-87 and do not represent additional expense to Comerica.(12)Includes the present value of an additional change of control benefit under the RIA and SRIA. Assumptions to calculate this amount are based on assumptions prescribed by the Pension Protection Act (PPA) as a minimum present value for calculating lump sums paid by the RIA. The interest rates used were based on the PPA 3 segment yield curve using a November look back month: 2.20% for the first 5 years, 3.57% for years 5-20 and 4.24% for years after 20. Mortality Table for 2018 as prescribed by IRS Notice 2017-60. Payments are projected to commence on December 31, 2017 in the form of a lump sum.(13)Mr. Michalak was not eligible to participate in the Retirement Account Plan.(14)For "Change of Control Termination," reflects value of life insurance premiums and calculates such life insurance premiums based upon portability and conversion options in the contract at December 31, 2017. For "Disability," includes 29 months of Company-paid basic life insurance premiums and assumes that life insurance premiums will remain at December 31, 2017 levels. For "Death," includes proceeds of life insurance, of which any amount up to $2 million would be paid by Comerica's life insurance provider.(15)Assumes that medical, dental and vision insurance premiums will remain at December 31, 2017 levels; for "Disability," includes 29 months of Company-paid medical coverage based on Mr. Michalak's 2017 election to participate in Comerica's medical plan coverage and for "Death," includes 3 months of COBRA for family members based on Mr. Michalak's 2017 elections for Comerica's medical, dental and vision plan coverage.(16)Assumes Mr. Michalak has elected to use Comerica's standard outplacement provider and represents negotiated rate.
Babb,Farmer, our Chairman, President and CEO. For 2017,2023, our last completed fiscal year:the median of all employees of Comerica (other than our CEO)the median employee was $79,951,$121,465, which includes the estimated value of nondiscriminatory health care benefits; and$12,119,566,$7,743,708, which exceeds the amount reported for him in the Summary Compensation Table due to the inclusion of the estimated value of nondiscriminatory health care benefits.20172023 the ratio of the annual total compensation of Mr. BabbFarmer to the median of the annual total compensation of all employees was 15264 to 1.Methodology.Methodology2017,2023, our employee population consisted of 8,1637,570 full-time and part-time employees."median employee"“median employee” from our employee population, we calculated, for the ten months ended October 31, 2017,2023, (1) total cash compensation plus (2) total retirement benefits. "Total“Total cash compensation"compensation” includes salary, wages, overtime pay, commissions, referrals, ESPP matching payments and discounts, relocation assistance and cash incentive compensation actually paid during such period. "Total“Total retirement benefits"benefits” includes the 401(k) match made by Comerica during such time period plus the change in pension value between January 1, 20172023 and October 31, 2017.2023. Since we do not widely distribute2024 Proxy Statement 83 Comerica Incorporated average monthly compensation and the number of years of service credited at October 31, 2017.2023. The actuarial assumptions used to determine the present values are consistent with those used in Comerica'sComerica’s financial statements.employee'semployee’s compensation for 20172023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, plus the estimated value of nondiscriminatory health care benefits for the employee and such employee'semployee’s eligible dependents of $4,967.$13,030. This resulted in annual total compensation of $79,951."Total"“Total” column (column (j)) of our 20172023 Summary Compensation Table included in this proxy statement, plus the estimated value of nondiscriminatory health care benefits for our CEO and our CEO'sCEO’s eligible dependents of $24,452.$23,856. This resulted in annual total compensation for purposes of determining the ratio in the amount of $12,119,566.have chosenchose to exclude 2833 employees who are employed in Canada and 87 employees who are employed in Mexico from the determination of the "median“median employee,"” given the small number of employees in those jurisdictions and the estimated costs of obtaining their compensation information. In total, we excluded less than 5% of our workforce (approximately 36 individuals) from the identification of the "median“median employee,"” as permitted by SEC rules. All other employees are located in the United States.SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 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) 4,165,687 $ 40.08 745,771 N/A 9,163,144(3) 171,743 N/A 306,253(3) 7,264 $ 30.24 — 244,419 N/A — 5,334,884(5) $ 40.06 9,469,397 2024 Proxy Statement 84 Comerica Incorporated (1)Consists (a) options to acquire shares of Comerica Common Stock, issued under the 2006 LTIP; (b) target number of stock-settled SELTPP units issued under the 2006 LTIP; and (c) restricted stock units ("RSUs") equivalent to shares of Comerica Common Stock issued under the 2006 LTIP, the Comerica Incorporated Amended and Restated 2018 Long-Term 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 2015 SELTPP grants vested and were settled at 100.7% on February 27, 2018, resulting in an issuance of an additional 1,648 shares above what is shown in the table.The Old Non-Employee Director Plan is expired. The 2006 LTIP was approved by Comerica's shareholders on May 16, 2006, its amendment and restatement was approved by Comerica's shareholders on April 27, 2010 and on April 23, 2013 and its further amendment and restatement was approved by Comerica's Board of Directors on January 18, 2017. The 2015 Non-Employee Director Plan was approved by the shareholders on April 28, 2015.(2)Does not include shares of Comerica Common Stock purchased or available for purchase by employees under theas Further Amended and Restated Employee Stock Purchase Plan, or contributed or available for contribution by Comerica on behalf of employees. The Amended and Restated Employee Stock Purchase Plan was ratifiedOn February 26, 2024 and February 27, 2024, respectively, the Governance, Compensation and Nominating Committee (for purposes of this proposal, the "Committee") and the Board of Directors approved the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, and Further Amended and Restated, including amendments thereto (the "Amendments"), in substantially the form attached hereto as Appendix A (the "Proposed LTIP"), subject to shareholder approval. The discussion that follows is qualified in its entirety by reference to the Proposed LTIP. The Board of Directors Recommends a vote “FOR” the proposal set forth below. Proposed Changes by the shareholders on May 18, 2004. Five million shares of Comerica Common Stock have been registered for sale or awards to employees under the Amended and Restated Employee Stock Purchase Plan. As of December 31, 2017, 2,704,497 shares had been purchased by or contributed on behalf of employees, leaving 2,295,503 shares available for future sale or awards. If these shares available for future sale or awards under the Employee Stock Purchase Plan were included, the number shown in column (c) under "Total" would be 11,764,900.(3)These shares are available for future issuance under the 2006 LTIP in the form of options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based awards and under the 2015 Non-Employee Director Plan in the form of options, stock appreciation rights, restricted stock, RSUs and other equity-based awards. Under the 2006 LTIP, not more than a total of 8.55 million shares may be used for awards other than optionsand stock appreciation rights and not more than one million shares are available as incentive stock options. Further, no award recipient may receive more than 350,000 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 350,000. There are 2,345,642 shares available for issuance in respect of full value awards under the 2006 LTIP as of December 31, 2017. No shares are available for future issuance under the Old Non-Employee Director Plan, other than pursuant to dividend reinvestment under outstanding award agreements.(4)Includes options to purchase shares of Comerica Common Stock, issued under the Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan ("Sterling LTIP"), of which 2,864 shares were assumed by Comerica in connection with its acquisition of Sterling and 4,400 shares were granted to legacy Sterling employees subsequent to the acquisition. The weighted-average option price of the options assumed in connection with the acquisition of Sterling was $29.04 at December 31, 2017. Does not include 1,825 shares of outstanding restricted stock granted to legacy Sterling employees under the Sterling LTIP subsequent to the acquisition. The Sterling LTIP expired on April 28, 2013, and there are no shares available for future issuance under this plan. Also 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"), the Sterling Bancshares, Inc. Deferred Compensation Plan (as Amended and Restated) (the "Sterling Deferred Compensation Plan")(which includes 9,044 shares related to accounts assumed pursuant to the acquisition), 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. No shares are available for future issuance under the Sterling Deferred Compensation Plan, other than pursuant to dividend reinvestment.(5)In total, the weighted-average term for all outstanding stock options is 5.87 years.Most of the equity awards made by Comerica during 2017 were granted under the shareholder-approved 2006 LTIP.For additional information regarding Comerica's equity compensation plans, please refer to Note 1 (see page F-54) and Note 16 (see pages F-83 through F-85) to the Consolidated Financial Statements contained in Comerica's Annual Report on Form 10-K for the year ended December 31, 2017.Plans not approved by Comerica's shareholders include:Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. The Sterling LTIP expired on April 28, 2013. Accordingly, there are no shares available for future issuance under this plan. Under the plan, stock awards in the form of options, restricted stock, performance awards, bonus shares, phantom shares and other stock-based awards were granted to legacy Sterling employees. The maximum number of shares underlying awards of options, restricted stock, phantom shares and other stock-based awards granted to an award recipient in any calendar year was 47,300, and the maximum amount of all performance awards granted to an award recipient in any calendar year was $2,000,000. Awards are generally subject to a vesting schedule specified in the grant documentation. The exercise price of each option granted was not less than the fair market value of each share of common stock subject to the option on the date the option was granted. The term of each option is not more than ten years, and the applicable grant documentation specifies the extent to which options may be exercised during their respective terms, including in the event of an employee's death, disability or termination of employment. The Sterling LTIP isadministered by the Governance, Compensation and Nominating Committee of Comerica's Board of Directors.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 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).Sterling Deferred Compensation Plan. Comerica assumed the Sterling Deferred Compensation Plan upon its acquisition of Sterling. Prior to May 1, 2011, Sterling employees and directors were allowed to defer specified portions of their compensation into units that correlated to, and were functionally equivalent to, several different investment options, which included shares of common stock of Sterling. Following the acquisition of Sterling, such units are functionally equivalent to shares of Comerica Common Stock. Comerica Common Stock is not currently being offered as a hypothetical investment option for future deferrals or contributions, nor are participants permitted to reallocate investment funds into Comerica Common Stock; however, dividends earned on existing deferred amounts will continue to be hypothetically invested in Comerica Common Stock. Following the applicable deferral period, the distribution of a participant's Comerica stock unit account under the Sterling Deferred Compensation Plan is made in Comerica Common Stock (with fractional shares being paid in cash).PROPOSAL IV SUBMITTED FOR YOUR VOTEAPPROVAL OF THE COMERICA INCORPORATED 2018 LONG-TERM INCENTIVE PLANThe Board of Directors recommends that you vote "FOR"the proposal set forth below.We are asking shareholders to approve theoriginal Comerica Incorporated 2018 Long-Term Incentive Plan (the "2018 LTIP"). on April 24, 2018, and they then approved an amended and restated version on April 27, 2021, which increased the number of shares available for awards. We refer to that plan as the "Current LTIP."2018proposal for your consideration now would:was approved by the Governance, Compensation and Nominating Committee (the "Committee") and the Board of Directors on February 27, 2018,will remain in substantially theeffect its current form, attached hereto as Appendix I, subject to shareholder approval. The material featuresits termination date and with its current share authorization. As of the 2018Record Date, approximately 2,485,826 shares remained available for grant under the Current LTIP, are summarized below. assuming that all SELTPP units pay out at target.Purpose of the Proposed LTIP discussion that follows is qualified in its entirety by reference to the 2018 LTIP.Purpose of the 2018 LTIPThe 2018Proposed LTIP is designed to give Comerica a competitive advantage in attracting, retaining and motivating officers, directors, employees, and/or consultants, as well as to provide Comerica with a plan providing incentives for future performance of services that are directly linked to the profitability of Comerica'sComerica’s businesses and increases in shareholder value. Further, equity-based compensation assists executives in complyingcompliance with Comerica'sComerica’s Stock Ownership Guidelines. This practice aligns the interests of our senior officers and our Board with those of our shareholders and promotes good corporate citizenship.Directors2024 Proxy Statement 85 Comerica Incorporated Comerica who are not salaried employees of Comerica or an affiliate are not eligible to participate in the 2018 LTIP, nor are they able to participate in Comerica's current employee plan, the Comerica Incorporated Amended and Restated 20062018 Long-Term Incentive Plan, as amended (the "2006 LTIP").The 2006 LTIP was last approved by shareholders on April 23, 2013 and expires on April 23, 2023. The 2006 LTIP authorized the issuance of not more than 17,350,000 shares of Comerica Common Stock (plus shares remaining from theFurther Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan) over its term.Cancellation of the Shares Remaining under the 2006 LTIPAs of February 23, 2018 (the Record Date), approximately 8.33 million shares remained available for grant under the 2006 LTIP, assuming that all SELTPP Units pay out at maximum. Of the 8.33 million shares remaining, 1.69 million are available for full value awards (as defined below), which are the predominant vehicle used by the Company.If this proposal is approved:•New equity awards would be made only under the 2018 LTIP;•No new awards would be granted under the 2006 LTIP; and•Awards that have already been granted and are currently outstanding under the 2006 LTIP would remain outstanding.The Basis for the Number of Shares Requested under the 2018 LTIPThe Basis for the Number of Additional Authorized Shares in the Proposal 5.752.065 million shares of Comerica Common Stock,common stock, all of which could be used for any type of award (including full value awards) to officers, directors, employeesunder the 2018 LTIP, the CommitteeComerica took into account several factors:(1)Year Granted Appreciation Awards (Options and SARS) Total Full-Value Awards Granted (1) Granted Time-Based Restricted Stock Units Granted Performance-Based Restricted Stock Units Earned-Performance Based Restricted Stock Units (2) (3) 2024 321,230 954,209 555,864 398,345 286,485 2023 250,460 903,220 632,580 270,640 303,191 2022 182,660 541,462 359,172 182,290 — Total Number of
Shares Full Value Shares 1,996,646 860,201 899,822 469,997 583,663 388,253
“Full Value "Shares"Shares” refers to time-vested restricted stock and performance-based restricted stock units granted during the year, as well as performance-based restricted stock units vested during the year. The 20182024 annual grants were made on January 23, 2018,2024, in accordance with our Stock Granting Policy. Numbers are as of February 23, 2018, except that the 2018 numbers also include performance shares that vested on February 27, 2018.2024. Regular January grants plus the February performance restricted stock unit vestings typically constitute predominantly all equity awards made in a year under the 2006Current LTIP. See the "Stock“Stock Granting Policy"Policy” section of this proxy statement for more information. - — Generally the rate at which Comerica uses up its long-term incentive plan shares (calculated according to the policy of Institutional Shareholder Services Inc. ("ISS")).3 Year Average 1.05%0.73% Estimated by Comerica as of February 23, 201820245.70%0.86%Threshold provided by ISS guidelinesInstitutional Shareholder Services guideline benchmark (for information only) - The Committee — Comerica reviewed the number of shares of Comerica Common Stockcommon stock represented by outstanding awards as a percentage of the total number of shares outstanding of Comerica Common Stockcommon stock (commonly referred to as "overhang"“overhang”) when considering how many shares to request under the 2018 LTIP.. If the 2018Proposed LTIP had been in effect on the Record Date and all shares thereunder were subject to outstanding awards, we estimate that overhang would have been approximately 8.53%7.40%.In addition, with respect to overhang and dilution (discussed below), we believe it is important to keep in mind the effects of Comerica's equity repurchase program. In 2015, 2016 and 2017, Comerica acquired in total almost 19 million shares of Comerica Common Stock pursuant to the equity repurchase program. Repurchasing shares increases shareholder value and reduces the total number of shares outstanding. This, in turn, has an inflationary effect on overhang and dilution calculations. - — We estimate that if the 2018Proposed LTIP had been in effect on the Record Date, the potential dilutive effect of Comerica'sComerica’s equity compensation program overall would have been 10.50% as of February 23, 2018, which is less than the 15% threshold commonly used by investors to evaluate the potential dilutive impact of long-term equity incentive plans.•Value of the Issuance
Average Stock
Price
(A) Common Shares
Outstanding as of
Record Date
(B) Market value of
Common Shares
Outstanding
(C) = A × B Market Value of
5.75 Million Shares
Requested as of
Record Date
(D) Value of Shares
(E) = D / C 172,644,963 $ 12,609,988,098 $ 419,980,000 3.33%
Future Awards — The Committee has been judicious in managing the number of shares of Comerica Common Stockcommon stock granted under the Current LTIP. In 2013,2021, when shareholders last approved an increase to the number ofadditional shares available to grant under the 2006Current LTIP, we indicated that we believed the available poolauthorization would last through three regular annual grant cycles (2014, 2015(2022, 2023 and 2016)2024). The shares availableshare authorization has lasted through those annualthese grant cycles, and also through the 2017 and 2018 annual grant cycles.as expected. Based on our current analysis, we believe the 5.752.065 million shares being requested will be sufficient to provide awards for at least the next two to three annual grant cycles (2019, 2020 and 2021), while allowingcycles. The additional share authorization will also allow flexibility to adapt our long-term equity incentive programs to market or regulatory changes, including future awards to senior management that may be weighted towards full value awards, pursuant to regulatory guidance.The following table sets forth the number ofshares available for future awards under each of Comerica's equity compensation plans as of the Record Date: Available for
Future Awards(1) Additional Shares
Requested in This
Proposal for 2018
LTIP Shares Cancelled
as a Result of This
Proposal for 2018
LTIP Total Available for
Future Awards If
This Proposal is
Approved 8,333,974 0 (8,333,974 ) 0 306,102 0 0 306,102 0 5,750,000 0 5,750,000 8,640,076 5,750,000 (8,333,974 ) 6,056,102 2024 Proxy Statement 86 Comerica Incorporated (1)Total amount available for future awards based on the assumptions in the table below.(2)Consistsfor Non-Employee Directors and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors. Eligible participants are non-employee directors of the Comerica.(3)This table and the tables below exclude the shareholder-approvedas Further Amended and Restated Employee Stock Purchase Plan and the employee and director deferred compensation plans.The following table sets forth the number ofshares underlying outstanding awards under each of Comerica's equity compensation plans as of the Record Date: 2006 LTIP Director Plans All Other Plans(1) Total 3,376,734 0 6,977 3,383,711 1,408,548(4) 148,158 0 1,556,706 4,785,282 148,158 6,977 4,940,417 2.8% 0.1% <0.1% 2.9% As of Date Outstanding Stock Options Under All Plans (1) Weighted-Average Exercise Price Weighted-Average Remaining Term Full Value Awards Outstanding Under All Equity Incentive Plans (2) Number of Shares Available for Grant Under All Equity Incentive Plans February 23, 2024 2,309,953 $63.25 5.70 2,919,042 2,485,826 Additional Shares Requested in this Proposal for the Proposed LTIP 2,065,000 Total Available for Future Awards if this Proposal is Approved (3) 4,550,826 Consists of the Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. This plan is closed to future granting activity.(2)granted no SARs.(3)All outstanding restricted stock awards are already included in the shares outstanding as of the Record Date, and are not included in this table.(4) stock-settled SELTPP units issued under the 2006Current LTIP are assumed for the purposes of this table to pay out at maximum, except fortarget.2015 SELTPP grants, which vestedshareholder-approved 2021 Employee Stock Purchase Plan. It also excludes all non-qualified employee and were settled at 100.7% on February 27, 2018 and are included indirector deferred compensation plans.table as outstanding for that amount.IssuanceCMA 2023 Average Stock Price
(A)Common Shares Outstanding as of Record Date
(B)Market Value of Common Shares Outstanding
(C) = A x BMarket Value of 2.065 Million Shares Requested as of Record Date
(D)Value of Shares
(E) = D / C$49.26 $132,209,134 $6,512,426,273 $101,718,844 1.56% Weighted average exercise priceKey Features of all outstanding stock options$43.55 Weighted average remaining contractual life of all outstanding stock options6.2 yearsthe Proposed LTIPKey Features of the 2018 LTIPfollows current best practices fordesigns its equity award programs and the 2018with best practices in mind. The Proposed LTIP contains provisions that the Board believes are consistent with the interests of shareholders and sound corporate governance practices: 2024 Proxy Statement 87 Comerica Incorporated Key Features
DescriptionDescription No “evergreen” feature No "evergreen" featureThe 2018Proposed LTIP has a fixed number of shares available for grant that will not automatically increase because of an "evergreen"“evergreen” feature. No liberal change in control vesting The 2018Proposed LTIP defines a "change“change of control"control” of Comerica to mean (i) a person acquiring beneficial ownership of Comerica securities representing 30% or more of Comerica Common Stockcommon stock or the combined voting power of then outstanding securities of Comerica; (ii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board); (iii) consummation of a reorganization, merger, share exchange, consolidation or other similar transaction, or a sale or other distribution of all or substantially all of the assets of Comerica, unless Comerica'sComerica’s shareholders prior to the transaction continue to own at least 50% of the common stock or voting securities, no person owns greater than 30% of the common stock or voting securities, and a majority of the board of directors remain; or (iv) shareholder approval of a complete liquidation or dissolution. Awards do not automatically vest upon a change in control The 2018Proposed LTIP provides for "double-trigger"“double-trigger” vesting of awards, unless awards are not assumed in a transaction. Prohibits repricings or cash buyouts The 2018Proposed LTIP includes a blanket prohibition against repricing, including a prohibition of cash buyouts of out-of-the-money options or stock appreciation rights ("SARs"),SARs without shareholder approval, which is consistent with Comerica's other equity plans.approval. For these purposes, a "repricing"“repricing” also includes substituting a stock award for an out-of-the-money option or SAR. Share "recycling"“recycling” not permitted for optionsThe 2018Proposed LTIP includes a prohibition against re-granting shares withheld or tendered to pay option exercise prices, or withheld or tendered to satisfy tax withholding obligations on options or SARs. Minimum vesting requirement Under the 2018Proposed LTIP, at least 95% of the shares that may be granted shall be subject to awards with designated vesting periods of no less than one year. Key FeaturesDescription No reload options Reload options are additional options that are granted automatically upon the exercise of the previously granted options; options granted under the 2018Proposed LTIP may not include a reload feature. No dividends on unvested equity The 2018Proposed LTIP does not permit payment of dividend equivalents on unvested shares unless the underlying shares vest. The 2018Proposed LTIP also prohibits the payment of dividend equivalents on shares subject to outstanding options and SARs. No discounted options or SARs Under the 2018Proposed LTIP, option or SAR exercise prices must be at least 100% of fair market value on the date an option or SAR is granted. Individual share limits Option term limits Option terms may not be more than 10 years Administration by an independent committee The 2018 LTIP is administered by the Committee, which is comprised entirely of independent directors.directors, will govern the Proposed LTIP. 2024 Proxy Statement 88 Comerica IncorporatedComerica's Prudent Equity Award PracticesComerica'sComerica’s Prudent Equity Award Practices mix.mix. In 2018, 65%2024, 60% of each NEO'sNEO’s equity awards waswere subject to performance conditions."full-value" awards.“full-value” awards. Our equity programs are heavily weighted towards the use of "full-value"“full-value” awards (as opposed to "appreciation"“appreciation” awards, such as stock options). This can mitigate the potential dilutive effect of equity compensation, because the same value can be delivered in the form of a stock award using fewer shares than would be needed if delivered in the form of a stock option or stock-settled SAR.repricings.repricings. Comerica does not have a history of option repricings (regardless of whether shareholders have approved the repricing).guidelines.guidelines. We have stock ownership guidelines that encourage senior officers,executive vice presidents and above, including the NEOs, to own a significant amount of Comerica stock. The stock ownership guidelines are a multiple of annual base salary. Senior officersOfficers have five years from the time they are named to a senior leadership position to achieve the targeted ownership levels. If, after five years, the individual does not meet the ownership guideline, he/she will be required to retain 50% of all after-tax shares from RSA or RSU vestings or stock option exercises.provisions.provisions. Under the 2018Proposed LTIP, and for all awards outstanding under the 2006 Plan, the Committee has the express right to cancel a grant if the Committee determines in good faith that the recipient has engaged in conduct harmful to Comerica, such as having: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) been terminated for cause; (vi) engaged in any activity in competition with our business or the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected Comerica.periods.periods. For 2015-2017:Award Type Vesting Requirement Award TypeVesting RequirementOptions Vest over 4 years RSAsRSUsVest over 5 years50% in on the 2nd anniversary from the date of grant and 25% on both the 3rd and 4th anniversarySELTPP 3-year cliff Summary of Material Terms of the 2018 LTIPSummary of Material Terms of the Proposed LTIP 2018Proposed LTIP. Directors of Comerica who are not salaried employees of Comerica or a subsidiary or affiliate are not eligible to participate. As of the Record Date, Comerica estimates that approximately 8,143400 officers, and other employees and directors would be eligible to receive awards under the 2018Proposed LTIP.AVAILABLE UNDER THE 2018 LTIP.AVAILABLE. The maximum number of shares of Comerica Common Stockcommon stock that will be available under the 2018Proposed LTIP is 5.75 million,9,785,000, plus any shares of Comerica Common Stockcommon stock that are represented by awards granted under the 2006 LTIP or 2015 Non-Employee Director Plan which are forfeited, expire, terminate or are settled for cash. No individual may be granted full value awards with respect to more than 500,000 shares, 1,000,000 options and SARs or $10 million in cash awards in any calendar year. To the extent that any award is forfeited, any option or stock appreciation rightSAR terminates, expires or lapses without exercise or settlement, or any shares of Comerica Common Stockcommon stock in respect of a full value award are withheld for tax purposes, the shares subject to such awards forfeited, expired or not delivered as a result thereof shall again be available for awards under the Proposed LTIP.2024 Proxy Statement 89 Comerica Incorporated LTIP.2018Proposed LTIP, (B) the various maximum limitations set forth above upon the grants to individuals of certain types of awards, (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 options and SARs. In the case of certain corporate transactions, such an adjustment may consist of cancellation of outstanding awards in exchange for payments of cash, property or combination thereof having an aggregate value equal to the value of such awards, which in the case of an option may be the excess, if any of the deal consideration per share over the per share exercise price. Because awards2018Proposed LTIP are discretionary, and no awards are determinable at this time. Additional information on equity grants under the 2006Current LTIP in the last fiscal year is contained in the 2017 Summary Compensation Table on pages 77-78and the “2023 Grants of Plan-Based Awards” of this proxy statement and information on grants to non-employee directors in the "2017 Grantslast fiscal year is contained in the “Compensation of Plan-Based Awards" table on pages 79-80Directors” section of this proxy statement. The number of shares awarded in 20172023 to all of the executive officers as a group (including the NEOs currently serving as executive officers)NEOs) and theto approximately 300365 other eligible non-executive officer participants as a group are approximately 138,420261,915 and 679,295,883,923, respectively.7, 2018, the latest practicable date the information was available prior to the printing and mailing of this proxy statement,4, 2024, the closing price of a share of Comerica's Common StockComerica’s common stock on the New York Stock Exchange was $101.17.2018PROPOSED LTIP. Like The Committee, which is comprised entirely of independent directors, will govern the 2006 LTIP, the 2018 LTIP will be administered by the Committee ofProposed LTIP. If it so chooses, the Board or such othermay designate another committee of members of the Board as the Board may designateto so govern from time to time. Currently, the Committee is comprised of only outside independent directors.2018Proposed LTIP, the rules and regulations under the 2018Proposed LTIP, and the terms of all grants under the 2018Proposed LTIP; and to adopt, alter and repeal rules and procedures relating to the administration of the 2018Proposed LTIP as, in its opinion, may be advisable in the administration of the 2018Proposed LTIP; and, except as provided in the 2018Proposed LTIP, to make all other determinations deemed necessary or advisable under the 2018Proposed LTIP. The Committee may, except to the extent prohibited by applicable law or the listing standards of the New York Stock Exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members or to any other officer or officers selected by it, including, without limitation, Comerica'sComerica’s Chief Executive Officer. However, the Committee may not delegate its responsibilities and powers if such delegation would cause an award made to an individual subject to Section 16 of the Exchange Act not to qualify for an exemption from Section 16(b) of the Exchange Act. The Committee Comerica may grant stock options, SARs, restricted stock, restricted stock units, other stock-based awards and cash awards under the 2018Proposed LTIP.ISOs)"ISOs") and non-qualified stock options. The term of each stock option will be fixed by the Committee, but may not exceed ten years. The exercise price for each stock option will also be fixed by the Committee, but may not be less than the fair market value of Comerica Common Stockcommon stock on the date of grant. ISOs may only be granted to employees of Comerica and corporations connected to it by chains of ownership of voting power representing 50 percent or more of the total outstanding voting power of all classes of stock of the lower-tier entity. In addition, the aggregate fair market value of the Comerica common stock for which ISOs are exercisable for the first time by a participant during any calendar year may not exceed $100,000. Stock options will vest and become exercisable as determined by the Committee.Committee or its delegate. The effect of a participant'sparticipant’s termination of service on a stock option then held by the participant will be set forth in the applicable award agreement. In general, stock options may be exercised, in whole or in part, in accordance with the methods and procedures established by the Committee in the award agreement or otherwise. also award restricted stock, that is, actual shares of Comerica Common Stock,common stock the vesting of which is subject to such requirements as the Committeeit may determine. These requirements may include continued services for a specified period and/or achievement of performance goals. At the discretion of the Committee, the recipient of restricted stock will be entitled to vote the shares and receive dividends and other distributions, although all dividends and other distributions with respect to restricted stock shall be held subject to the same vesting conditions underlying the restricted stock. The effect of a participant'sparticipant’s termination of service2024 Proxy Statement 90 Comerica Incorporated also award restricted stock units, that is, grants representing a specified number of hypothetical shares of Comerica Common Stock,common stock, the vesting and payment in actual shares of which is subject to such requirements as the Committee may determine. These requirements may include continued services for a specified period and/or achievement of performance goals. Upon or after vesting, restricted stock units will be settled in cash or shares of Comerica Common Stockcommon stock or a combination, as determined by the Committee. A participant to whom restricted stock units are granted will not have any rights as a shareholder with respect to the units, unless and until they are settled in shares of Comerica Common Stock,common stock, although at the discretion of the Committee or its delegate, the recipient of a restricted stock unit award may be entitled to a dividend equivalent right, subject to the same vesting conditions as the restricted stock unit. The effect of a participant'sparticipant’s termination of service on any restricted stock unit award then held by the participant will be described in the applicable award agreement.Common Stockcommon stock on the date of grant. Exercise of a SAR entitles a participant to receive an amount equal to the difference between the fair market value of one share of common stock on the date the SAR is exercised and the grant price times the number of shares with respect to which the SAR is exercised. The Committee has discretion to determine whether any SAR will be settled in cash, shares or a combination thereof. SARs expire no more than 10 years after the date they are granted. The effect of a participant'sparticipant’s termination of service on a stock optionSAR then held by the participant will be set forth in the applicable award agreement. Other The Committee may make other stock-based awards may be denominated, or payable in, valued in whole or in part by reference to or otherwise based on or related to shares of Comerica Common Stock,common stock, as the Committee deems consistent with the purpose of the 2018Proposed LTIP. They also may be subject to such additional terms and conditions, which may include continued service for a specified period and/or achievement of performance goals, not inconsistent with the provisions of the 2018Proposed LTIP, as determined by the Committee.2018Proposed LTIP may be conditioned on the achievement of performance goals established by the Committee 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'sowner’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'sComerica’s Sustainability report, such as percentage reduction in paper consumption, water use,indices;indices, (v) customer satisfaction reports and (w) any other objective or subjective measures determined by the Committee, in each case with respect to Comerica 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).2024 Proxy Statement 91 Comerica Incorporated Human ResourcesAdministrative Officer, or such other person designated from time to time by the Committee, shall have the power and authority to suspend all or any portion of any award if that 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. The cancellation and suspension provisions have no application following a change of control of Comerica.participant'sparticipant’s awards will be accelerated and vest in full. In the event an acquirer refuses to issue replacement awards, or if the acquirer is not a publicly-held company, then all awards will be accelerated and vest in full. In the case of performance awards, awards will be vested at the greater of actual performance through the date of the change in control and target performance. The terms "cause," "good reason"“cause,” “good reason” and "change“change in control"control” are defined in the 2018Proposed LTIP.2018Proposed LTIP will be non-transferable except by will or pursuant to the laws of intestacy for no value or consideration.2018Proposed LTIP, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of an award recipient with respect to a previously granted award without such award recipient'srecipient’s consent, except such an amendment made to comply with applicable law, including, without limitation, Section 409A, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of Comerica'sComerica’s shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.recipient'srecipient’s consent, materially impair the rights of any award recipient with respect to an award, except such an amendment made to cause the 2018Proposed LTIP or award to comply with applicable law, stock exchange rules or accounting rules."repricing"“repricing” also includes cash buyouts of out-of-the-money stock options or SARs or substituting a stock award for an out-of-the-money stock option or SAR.2018Proposed LTIP. Unless otherwise determined by Comerica, withholding obligations may be settled with shares of Comerica Common Stock,common stock, including shares that are part of the grant that gives rise to the withholding requirement.2018Proposed LTIP shall be subject to the terms of the recoupment (clawback) policy adopted by Comerica as in effect from time to time, as well as any applicable forfeiture provisions.2018Proposed LTIP as of the date of this proxy statement. The laws governing the tax aspects of awards are highly technical and such laws are subject to change. The following discussion does not address state, local or non-U.S. income tax rules applicable to awards under the 2018Proposed LTIP. Each individual should seek tax advice with respect to the consequences of participating in the 2018Proposed LTIP from his or her personal tax advisor.2024 Proxy Statement 92 Comerica Incorporated "spread"“spread”) will constitute compensation taxable to the recipient as ordinary income. Comerica generally will be entitled to a corresponding federal income tax deduction equal to the amount of ordinary income recognized by the recipient. Upon the exercise of a SAR, an award recipient will recognize ordinary income equal to the excess of the fair market value of the shares underlying the exercised portion of the SAR on the exercise date over the exercise price of the SAR. Comerica generally will be entitled to a corresponding deduction equal to the amount of ordinary income that the recipient recognizes. Upon the sale of Comerica Common Stockcommon stock acquired upon exercise of a non-qualified stock option or SAR, the recipient will generally recognize long- or short-term capital gain or loss, depending on whether the recipient held the stock for more than one year from the date of exercise. With respect to ISOs, a recipient generally will not recognize taxable income when the recipient exercises the ISO, unless the recipient is subject to the alternative minimum tax. If the recipient sells the shares more than two years after the ISO was granted and more than one year after the ISO was exercised, the recipient will recognize long-term capital gain or loss, as the case may be, measured by the difference between the stock'sstock’s selling price and the exercise price. Comerica will not receive a tax deduction with respect to the exercise of an ISO if the ISO holding period is satisfied. Award recipients do not recognize any taxable income and Comerica is not entitled to a deduction upon the grant of a non-qualified stock option, SAR or an ISO.Comerica'sComerica’s compensation tax deduction to compensation of $1,000,000 or less paid in any tax year to any "covered employee"“covered employee” as defined under Section 162(m). Section 162(m) may result in all or a portion of the awards granted under the 2018Proposed LTIP to "covered employees"“covered employees” failing to be deductible to Comerica for U.S. Federal income tax purposes.2018Proposed LTIP that constitute "nonqualified“nonqualified deferred compensation"compensation” within the meaning of Section 409A.2018Proposed LTIP will be effective as of the date it is approved by the shareholders. It will terminate on the tenth anniversary of that date, unless earlier terminated in accordance with its provisions. Awards outstanding as of the date of termination of the 2018Proposed LTIP shall not be affected or impaired by the termination.castpresent in person or represented by proxy by shareholders represented and entitled to vote at the meeting is required for approval of the 2018Proposed LTIP. In tabulating the vote, abstentions will have the same effect as a vote against the 2018 LTIP,proposal, however, broker non-votes will be disregarded and will not affect the outcome.2018Proposed LTIP is not approved by the shareholders, the Committee will continue to grant awards under the 2006Current LTIP, as it currently exists, and the 2006 LTIPsuch plan would be otherwise unaffected by this vote.COMERICA'S"“FOR"” THIS PROPOSAL TO APPROVE THE COMERICA INCORPORATED AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN.PLAN, AS FURTHER AMENDED AND RESTATED.2024 Proxy Statement 93 Comerica Incorporated ContentsIf you have not already done so, we ask you to consider signing up to receive these materials electronically in the future by following the instructions when you vote your shares over the Internet. Enrolling in future electronic delivery of these materials reduces Comerica’s printing and mailing expenses and environmental impact. 2024 Proxy Statement 94 Comerica Incorporated 2024 Proxy Statement 95 Comerica Incorporated By email: Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy,
to legalproxy@computershare.comBy mail: Computershare
Comerica Incorporated Legal Proxy
P.O. Box 43001
Providence, RI 02940-30012024 Proxy Statement 96 Comerica Incorporated 
Executive Officer since November 2021
Executive Officer since 2010
2024 Proxy Statement 97 Comerica Incorporated 
Executive Officer since 2020
Executive Officer since 2020
Executive Officer since 20202024 Proxy Statement 98 Comerica Incorporated
Executive Officer since 2008
2024 Proxy Statement 99 Comerica Incorporated 
Executive Officer since 2022
Executive Officer since 2019
Executive Officer since 20202024 Proxy Statement 100 Comerica Incorporated
Executive Officer since 2024
Executive Officer since 2016
2024 Proxy Statement 101 Comerica Incorporated 
Executive Officer from 2015-2018 and 2019-Present
Executive Officer since 2019
2024 Proxy Statement 102 Comerica Incorporated contains information aboutshows the number of shares of Comerica Common Stock beneficially owned by Comerica's incumbentcommon stock each of Comerica’s directors, and director nominees, the NEOseach NEO, and all incumbent directors and executive officers as a group. The number of sharesor Section 16 officers taken together have "beneficial ownership," because either: (a) each individual beneficially owns includes shares over which the person hashad or sharesshared voting or investment power as of February 23, 2018 and also any shares that the individual can2024; or (b) could acquire either such power by April 24, 201823, 2024 (60 days after the Record Date), through the exercise of any stock option exercise, continued service, or other right.voluntarily departure. Unless indicated otherwise, each individual has sole investment and voting power (or shares those powers with his or hertheir spouse or other family members) with respect to the shares. None of these shares listedare pledged; Comerica does not permit its directors and employees to hedge or pledge shares of its common stock.table.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 OwnershipBeneficial 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) * Name of Beneficial OwnerAmount and Natureof Beneficial OwnershipPercent ofClassRalph W. Babb, Jr. 847,567(1)(2)(3)*John D. Buchanan103 21,096(3)(4)*Michael E. Collins1,360(5)*Roger A. Cregg40,123(5)(6)(7)*T. Kevin DeNicola. 27,800(5)(8)*David E. Duprey111,777(9)*Curtis C. Farmer89,995(3)(10)*Jacqueline P. Kane30,811(5)(6)(11)*Richard G. Lindner49,043(5)(6)*Michael H. Michalak76,001(1)(3)(12)(13)*Barbara R. Smith141(6)*Robert S. Taubman38,860(5)(6)*Reginald M. Turner, Jr. 29,565(5)(6)(14)*Nina G. Vaca (Ximena G. Humrichouse)22,252(5)(6)*Michael G. Van de Ven6,360(5)(15)*Directors and current executive officers as a group (20 people)1,437,971(16)(17)*Comerica IncorporatedFootnotes:2024 Proxy Statement 104 *Represents holdings of less than one percent of Comerica Common Stock.(1)Includes the following number of shares deemed invested, on behalf of the respective executives, in Comerica Common Stock under deferred compensation plans: Mr. Babb, 42,893 shares and Mr. Michalak, 2,520 shares; they do not have voting power over such shares.(2)Includes 33,467 shares of restricted stock of Comerica subject to future vesting conditions ("restricted stock") and options to purchase 180,211 shares of Comerica Common Stock that are or will be exercisable as of April 24, 2018, which Comerica granted to Mr. Babb under the 2006 LTIP. Also includes 64,246 SELTPP units granted to Mr. Babb under the 2006 LTIP, over which Mr. Babb did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, 2018. Additionally includes 117,691 shares held jointly with his spouse.(3)Includes restricted stock units held by executive officers, over which executive officers do not have voting or investment power, as follows: Mr. Babb, 11,285 restricted stock units, Mr. Buchanan 1,820 restricted stock units, Mr. Farmer 3,935 restricted stock units, and Mr. Michalak 1,690 restricted stock units.(4)Includes 18,680 shares of restricted stock, which Comerica granted to Mr. Buchanan under the 2006 LTIP.(5)Includes restricted stock units held by non-employee directors, over which directors do not have voting or investment power, as follows: restricted stock units for Roger A. Cregg and T. Kevin DeNicola, who each hold 21,255 restricted stock units, Reginald M. Turner, Jr., who holds 23,726 restricted stock units, Richard G. Lindner, who holds 19,865 restricted stock units, Robert S. Taubman, who holds 24,180 restricted stock units, Jacqueline P. Kane and Nina G. Vaca, who each hold 17,579 restricted stock units, and Michael E. Collins and Michael Van de Ven, who each hold 1,360 restricted stock units. These restricted stock units are subject to time vesting and will be settled in Comerica Common Stock following the respective director's termination of service as a director.(6)Includes the following number of shares deemed invested, on behalf of the respective non-employee directors, in Comerica Common Stock under a deferred compensation plan: Roger A. Cregg, 13,868 shares; Jacqueline P. Kane, 7,406 shares; Richard G. Lindner, 29,178 shares; Barbara R. Smith, 141 shares; Robert S. Taubman, 420 shares; Reginald M. Turner, Jr., 1,724 shares; and Nina G. Vaca, 4,674 shares; the directors do not have voting power over such shares.(7)Includes 5,000 shares in an account held jointly with his spouse.(8)Includes 6,545 shares held by the Kevin DeNicola Revocable Trust.Incorporated(9)Includes 10,526 shares of restricted stock and options to purchase 11,293 shares of Comerica Common Stock that are or will be exercisable as of April 24, 2018, which Comerica granted to Mr. Duprey under the 2006 LTIP. Also includes 9,546 SELTPP units granted to Mr. Duprey under the 2006 LTIP, over which Mr. Duprey did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, 2018.(10)Includes 16,159 shares of restricted stock, which Comerica granted to Mr. Farmer under the 2006 LTIP. Also includes 14,722 SELTPP units granted to Mr. Farmer under the 2006 LTIP, over which Mr. Farmer did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, 2018.(11)Includes 5,826 shares held by The Steven and Jacqueline Kane Trust U/A dtd 12/20/2010.(12)Includes 4,048 shares of restricted stock and options to purchase 25,374 shares of Comerica Common Stock that are or will be exercisable as of April 24, 2018, which Comerica granted to Mr. Michalak under the 2006 LTIP. Also includes 7,139 SELTPP units granted to Mr. Michalak under the 2006 LTIP, over which Mr. Michalak did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, 2018.(13)Includes 22,678 shares in an account held jointly with his spouse.(14)Includes 4,115 shares held by the Reginald M. Turner, Jr. Trust.(15)Includes 5,000 shares held by the Van de Ven 2008 Family Trust.(16)Includes 91,140 shares of restricted stock and options to purchase 254,192 shares of Comerica Common Stock that are exercisable by February 23, 2018 or will become exercisable by April 24, 2018, all of which are beneficially owned by the current executive officers as a group. Comerica granted the options under the 2006 LTIP. The number shown also includes 108,910 SELTPP units held by executive officers as a group and 174,033 restricted stock units held by directors and executive officers as a group; in each case, the officer or director does not have voting or investment power over such restricted stock units. The SELTPP units vested and were settled in stock on February 27, 2018. 105,926 shares are deemed invested, on behalf of the directors and executives, in Comerica Common Stock under deferred compensation plans; the officer or director does not have voting power over such shares. The number additionally includes 176,582 shares of Comerica Common Stock for which the directors, nominees and executive officers share voting and investment power. The number shown does not include any shares that are pledged. Comerica has adopted a policy prohibiting transactions by employees and directors that are designed to hedge or offset any decrease in the market value of Comerica's equity securities. Employees and directors are also prohibited from holding Comerica's securities in a margin account or pledging Comerica's securities as collateral for a loan.(17)As of February 23, 2018, consists of ten non-employee directors and ten current executive officers, one of whom is an employee director.OWNERSSEC requires that Comerica provide information about anyfollowing lists each shareholder who beneficially ownsowned more than 5% of Comerica Common Stock. The following table provides the required information about the only shareholders known to Comerica to be the beneficial owner of more than 5% of Comerica Common Stockcommon stock as of December 31, 2017. To report this information, Comerica relied2023, based solely on information that BlackRock, Inc. furnished in its Schedule 13G/A, filed January 29, 2018,publicly reported by the shareholder to the SEC on information that The Vanguard Group furnished in its Schedule 13G/A, filed February 8, 2018 and on information that State Street Corporation furnished in its Schedule 13G filedor 13G/A on January 25, 2024 and February 14, 2018, in each case relating13, 2024.Name and Address
of Beneficial OwnerAmount and Nature of
Beneficial OwnershipPercent
of ClassBlackRock, Inc. and certain affiliates 11,823,218 (1) 9.0% State Street Corporation and certain affiliates State Street Financial Center
1 Congress Street, Suite 1
Boston, MA 021147,155,372 (2) 5.4% The Vanguard Group, Inc. 16,878,129 (3) 12.8% their respective beneficial ownership of Comerica as of December 31, 2017, using Comerica's actualvote 11,446,272 shares outstanding at December 31, 2017.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. 2024 Proxy Statement 105 Amount and Nature of Beneficial Ownership as of December 31, 2017 Name and Addressof Beneficial OwnerAmount and Nature ofBeneficial OwnershipPercentof ClassBlackRock, Inc. and certain affiliates55 East 52nd StreetNew York, NY 1005511,882,946 (1) 6.9%State Street Corporation and certain affiliatesState Street Financial CenterOne Lincoln StreetBoston, MA 02111 9,923,577 (2) 5.7%The Vanguard Group, Inc. and certain affiliates100 Vanguard Blvd.Malvern, PA 1935518,395,428 (3) 10.6% Comerica IncorporatedPlan 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 Footnotes:(1)106 BlackRock, Inc. indicated that it has sole power to vote or to direct the vote with respect to 10,355,902 shares and sole dispositive power with respect to 11,882,946 shares. BlackRock, Inc. filed on behalf of the following subsidiaries: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock Capital Management, Inc.; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, N.A.; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co Ltd; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Ltd; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; Blackrock (Singapore) Limited; and BlackRock Fund Managers Ltd.(2)State Street Corporation indicated that it has shared power to vote or to direct the vote, and shared dispositive power, with respect to 9,923,577 shares. State Street Corporation filed on behalf of the following subsidiaries: State Street Bank and Trust Company; SSGA Funds Management, Inc.; State Street Global Advisor Trust Company; State Street Global Advisors (Japan) Co., Ltd.; State Street Global Advisors (Asia) Limited; State Street Global Advisors France S.A.S.; State Street Global Advisors Singapore Ltd.; State Street Global Advisors Limited; State Street Global Advisors GmbH; and State Street Global Advisors, Australia.(3)The Vanguard Group, Inc. indicated that it sole power to vote or direct the vote on 242,924 shares, and shared voting power with respect to 30,832 shares. It has sole dispositive power with respect to 18,124,500 shares, and shared dispositive power with respect to 270,928 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 188,462 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 135,839 shares as a result of its serving as investment manager of Australian investment offerings.SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a)Securities Exchange Act of 1934 requires that Comerica's directors, executive officersequity awards granted by Comerica during 2023 were under the shareholder-approved Current LTIP.persons who own more than ten percent of a registered class of Comerica's equity securities file reports of stock ownership and any subsequent changesNote 16 to the Consolidated Financial Statements contained in stock ownership with the SEC and the New York Stock Exchange not later than specified deadlines. Based solelyComerica’s Annual Report on its review of the copies of such reports received by it, or written representations from certain reporting persons, Comerica believes that, during the year ended December 31, 2017, each of its executive officers, directors and greater than ten percent shareholders complied with all such applicable filing requirements.Comerica provided the 2017 annual report to shareholders, containing financial statements and other information about the operations of ComericaForm 10-K for the year ended December 31, 2017,2023.you alongthe 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).2024 Proxy Statement 107 Comerica Incorporated statement. You should not regardmaterials director nominees constituting up to the 2017 annualgreater 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.as proxy soliciting material.2024 Proxy Statement 108 Comerica Incorporated "householding"“householding” and can result in significant savings of paper and mailing costs.are usinghave elected to provide access to our proxy materials over the SEC's noticeInternet under the SEC’s “notice and access rule,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 ourComerica common stock for their customers may household proxy materials or notices. Shareholders sharing an address whose shares of ourComerica 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:
Comerica Incorporated,
Comerica Bank Tower,
1717 Main Street, MC 6404
6506, Dallas, Texas 752011-866-870-3684ADMISSION TO THE ANNUAL MEETINGAdmission75201. You should not regard the 2023 Annual Report as proxy soliciting material.is limitedthrough an electronic network site that you can gain access to registeredby contacting InvestorRelations@comerica.com.shareholdersowners of Comerica common stock.of the record date and persons holding valid proxies from shareholders of record. To be admitteddirectors, Comerica's director nominees have an interest in their election to the Annual Meeting, you will need to bring a valid photo ID or other satisfactory proof of identification. If you are a beneficial owner, you must also bring evidence of yourBoard. Comerica's directors and executive officers would be eligible for awards under the Comerica share ownership that can include the Notice of Internet Availability of Proxy Materials you receivedIncorporated Amended and Restated 2018 Long-Term Incentive Plan, as Further Amended and Restated, and accordingly have an interest in the mail or a recent account statement or letter from the bank, broker or other intermediaryproposed approval of that holds yourplan.and confirms your beneficial ownership of those sharescommon stock outstanding as of the Record Date.For security reasons, briefcases, purses and other bags brought to the meeting may be subject to inspection at the door. The taking of photographs, the use of audio or video recording equipment and the use of cell phones is prohibited.The Board is not aware of any other matter upon which action will be taken at the Annual Meeting. If any other business should properly come before the meeting, or if there is any meeting adjournment, proxies will be voted in accordance with the best judgment of the person or persons named in the proxies.By Order of the Board of Directors
2024 Proxy Statement109 John D. BuchananExecutive Vice President — Chief Legal Officer, andCorporate Secretary
Comerica IncorporatedMarch 13, 2018ContentsAPPENDIX1995. 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.2024 Proxy Statement 110 Comerica Incorporated 2024 Proxy Statement 111 Comerica Incorporated Company'sCompany’s businesses and increases in Company shareholder value. "“Affiliate"” means a company or other entity controlled by, controlling or under common control with the Company. "“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. "“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. "“Award Agreement"” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. "“Board"” means the board of directors of the Company. "“Business Combination"” has the meaning set forth in Section 10(e)(iii). "“Cash Award"” means an Award granted under Section 8 of the Plan. "“Cause"” means, unless otherwise provided in an Award Agreement, (i) "Cause"“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 ornolo 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'sParticipant’s employment duties, (D) a material violation of the Company'sCompany’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"“Cause” exists shall be subject tode novo review. "“Change in Control"” has the meaning set forth in Section 10(e). "“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 "“Committee"” means the Committee referred to in Section 2. "“Common Stock"” means common stock, $5.00 par value per share, of the Company. "“Company"” means Comerica Incorporated, a Delaware corporation, or its successor. "“Corporate Transaction"” has the meaning set forth in Section 3(e). "“Delegate"” has the meaning set forth in Section 2(d). "“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'sCompany’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“Disability” means "disability"“disability” as defined in Section 409(a)409A(a)(2)(C) of the Code.2024 Proxy Statement A-1 Comerica Incorporated "“Disaffiliation"” means a Subsidiary'sSubsidiary’s or an Affiliate'sAffiliate’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. "“Effective Date"” has the meaning set forth in Section 12(a). "“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. "“Exchange Act"” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. "“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 next precedingmost 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. "“Full-Value Award"” means any Award other than a Stock Option, Stock Appreciation Right or Cash Award. "“Good Reason"” means, unless otherwise provided in an Award Agreement, (i) "Good Reason"“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'sParticipant’s consent: (A) a material reduction in the Participant'sParticipant’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'sParticipant’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 theParticipant'sParticipant’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'sParticipant’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 "“"”) 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'sParticipant’s mental or physical incapacity following the occurrence of an event described above in clauses (A) through (B) shall not affect the Participant'sParticipant’s ability to terminate employment for Good Reason. "“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. "“Incentive Stock Option"” means any Stock Option designated in the applicable Award Agreement as an "incentive“incentive stock option"option” within the meaning of Section 422 of the Code, and that in fact so qualifies. "“Incumbent Board"” has the meaning set forth in Section 10(e)(ii). "“Indemnified Person"” has the meaning set forth in Section 13(k). "“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. "“Nonqualified Stock Option"” means any Stock Option that is not an Incentive Stock Option. "“Other Stock-Based Award"” means Awards granted to a Participant under Section 9 of this Plan. "“Outstanding Company Common Stock"” has the meaning set forth in Section 10(e)(i). "“Outstanding Company Voting Securities"” has the meaning set forth in Section 10(e)(i). "“Participant"” means an Eligible Individual to whom an Award is or has been granted.2024 Proxy Statement A-2 Comerica Incorporated "“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'sowner’s equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internalComerica'sComerica’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). "“Person"” has the meaning set forth in Section 10(e)(i). "“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. "“Prior Plan"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. "“Replaced Award"” has the meaning set forth in Section 10(b). "“Replacement Award"” has the meaning set forth in Section 10(b). "“Restricted Stock"” means an Award granted under Section 6. "“Restricted Stock Unit"” has the meaning set forth in Section 7(a). "“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'sCompany’s records). "“Section 16(b)"” has the meaning set forth in Section 2(g). "“Section 409A CIC"” has the meaning set forth in Section 10(a). "“Separation from Service"” has the meaning set forth in Section 1(yy). "“Share"” means a share of Common Stock. "“Stock Appreciation Right"” means an Award granted under Section 5(b). "“Stock Option"” means an Award granted under Section 5(a). "“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. "“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. "“Termination of Service"” means the termination of the applicable Participant'sParticipant’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'sParticipant’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 a2024 Proxy Statement A-3 Comerica Incorporated "nonqualified“nonqualified deferred compensation plan"plan” subject to Section 409A of the Code, a Participant shall not be considered to have experienced a "Termination“Termination of Service"Service” unless the Participant has experienced a "separation“separation from service"service” within the meaning of Section 409A of the Code (a "“Separation from Service"”).Committee. 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"“Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing."blackout"“blackout” period that the Committee in its sole discretion deems necessary or advisable;2024 Proxy Statement A-4 Comerica Incorporated Committee.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.Suspension.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 ornolo 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.President — President—Chief Human ResourcesAdministrative Officer, or such other officer designated from time to time by the Committee (the "“"”), 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.Agreements.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'sParticipant’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. Period. 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.("(“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).Shares.Shares. The maximum number of Shares that may be issued pursuant to Awards granted under this Plan shall be 5,750,0009,785,000 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.Plan.Plans. On and after the Effective Date, no new awards may be granted under the Prior Plan,Plans, it being understood that (i) awards outstanding under the Prior PlanPlans 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.Limits.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.Issued.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 aParticipant'sParticipant’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'sParticipant’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.Provisions.
.Company'sCompany’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 Shares2024 Proxy Statement A-5 Comerica Incorporated Company'sCompany’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."nonqualified“nonqualified deferred compensation"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“nonqualified deferred compensation"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.Options.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.Rights.Rights. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash or Shares with a Fair Market Value,in value equal to the product of (i) the excess of the Fair Market Value of aone (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 Common Stock,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.Repricing.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"“repricing” of such Stock Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company'sCompany’s shareholders. Further, except as provided in Section 3(e) hereof, the Committee may not, without prior approval of the Company'sCompany’s shareholders, seek to effect any repricing of any previously granted "underwater"“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"“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.2024 Proxy Statement A-6 Comerica Incorporated Term.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.Exercisability.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.Exercise.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.Shareholders.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.Rights.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'sParticipant’s death, to a designated beneficiary pursuant to Section 13(f) hereof. A Stock Appreciation Right shall be transferable only with the related Stock Option as permitted by the preceding sentence. 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"“holder” and "Participant"“Participant” include such guardian, legal representative and other transferee;provided,however, that the term "Termination“Termination of Service"Service” shall continue to refer to the Termination of Service of the original Participant.Service.Service. The effect of a Participant'sParticipant’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.Options.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 $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option.Equivalents.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).Administration.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).Shares.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:2024 Proxy Statement A-7 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 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.Conditions.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):Participant'sParticipant’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.Awards.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.Conditions.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):Shareholder.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).2024 Proxy Statement A-8 Comerica Incorporated Service.Service. The effect of a Participant'sParticipant’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.General.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.Control.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)).Awards.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.Service.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.Control.Control. For purposes of this Plan, a "“Change in Control"” shall mean the happening of any of the following events:2024 Proxy Statement A-9 Comerica Incorporated "“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"“Incumbent Board"”) cease for any reason to constitute at
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'sCompany’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"“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'sCompany’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 Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or"“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."specified employee"“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“nonqualified deferred compensation"compensation” subject to Section 409A of the Code that would otherwise be payable by reason of a Participant'sParticipant’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'sParticipant’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'sParticipant’s death.2024 Proxy Statement A-10 Comerica Incorporated This 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'sCompany’s shareholders. This Plan will be effective as of the date of such approval by the Company'sCompany’s shareholders (the "Effective Date"“Effective Date”).Participant'sParticipant’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'sCompany’s shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.Participant'sParticipant’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.employees.Participant'sParticipant’s death are to be paid or by whom any rights of such Participant after such Participant'sParticipant’s death may be exercised.2024 Proxy Statement A-11 Comerica Incorporated "include," "includes"“include,” “includes” or "including"“including” are used in this Plan, they shall be deemed to be followed by the words "but“but not limited to"to” and the word "or"“or” shall be understood to mean "and/or"“and/or” where the context so requires. �� 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.Company'sCompany’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.(a)(i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any government agency or entity, (b)(ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations or (c)(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."“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'sCompany’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."unfunded"“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.RECONCILIATION OF NON-GAAP AND GAAP FINANCIAL MEASURES(in millions, except per share data) 2017 2016 2015 2014 $ 738 $ 473 $ 515 $ 586 29 59 — — 107 — — — $ 874 $ 532 $ 515 $ 586 178 177 181 185 $ 4.14 $ 2.68 $ 2.84 $ 3.16 4.90 3.01 2.84 3.16 2024 Proxy Statement A-12 Comerica Incorporated 2017 2016 2015 $ 743 $ 477 $ 521 29 59 — 107 — — $ 879 $ 536 $ 521 71,452 71,743 70,247 1.04% 0.67% 0.74% 1.23% 0.75% 0.74% (in millions, except per share data) 3 Year
Avg. 2017 2016 2015 $ 743 $ 477 $ 521 29 59 — $ 772 $ 536 $ 521 7,952 7,674 7,534 7.49% 9.34% 6.22% 6.91% 7.87% 9.70% 6.99% 6.91% after-tax impactnon-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 any adjustments relatedemployees 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 change in accounting principle, merger/acquisition charges, deferred tax adjustment and restructuring charges incurred during the year, if applicable, were added back to reported net income available to common shareholders and net income to determine EPS growth excluding non-performance items and ROA excluding non-performance items, respectively. The after-tax impactdescription of any adjustments related to a change in accounting principle, merger/acquisition charges and restructuring charges incurred during the year, if applicable, were added back to reported net income to determine ROCE excluding non-performance items.why Comerica believes these adjusted measurements which are used for its incentive plans, are meaningful measures because they reflect adjustments commonly made by management, investors, regulators and analystsappropriate to evaluate our performance trends.(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 Location of Comerica Incorporated2018 Annual Meeting of ShareholdersComerica Bank Tower1717 Main Street, 4th FloorDallas, Texas 75201Comerica Bank Tower is located oncorner of Main Street and North Ervay Street in downtown Dallas.
Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below: CONTROL NUMBER TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. A. ELECTION OF DIRECTORS — TheFDIC Board of Directors recommendsDirectors’ November 2023 approval of a vote FOR allspecial assessment to recover the loss to the Deposit Insurance Fund following the failures of Silicon Valley Bank and Signature Bank.2024 Proxy Statement B-1 Comerica Incorporated (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 % listed nominees. 1. Nominees FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01. Ralph W. Babb, Jr. 07. Barbara R. Smith 02. Michael E. Collins 08. Robert S. Taubman 03. Roger A. Cregg 09. Reginald M. Turner, Jr. 04. T. Kevin DeNicola 10. Nina G. Vaca Please fold here – Do not separate 05. Jacqueline P. Kane 11. Michael G. Van de Ven 06. Richard G. Lindner B. DIRECTOR PROPOSALS — The Boardsum of Directors recommendsnet interest income and noninterest income excluding net gains (losses) from securities, a vote FOR Items 2, 3 and 4. 2. Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm For Against Abstain 3. Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation For Against Abstain 4. Approval of the Comerica Incorporated 2018 Long-Term Incentive Plan For Against Abstain IN THEIR DISCRETION, PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE DIRECTOR NOMINEES AND FOR ITEMS 2, 3 AND 4. Date Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis-trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
COMERICA INCORPORATED 2018 ANNUAL MEETING OF SHAREHOLDERS Tuesday, April 24, 2018 9:30 a.m., Central Time Comerica Bank Tower 1717 Main Street, 4th Floor Dallas, Texas 75201 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 24, 2018. The proxy statement, annual report to security holders and additional soliciting materials are available at www.proxydocs.com/cma. proxy This Proxy is Solicited on Behalf of the Board of Directors. The undersigned appoints John D. Buchanan and Nicole V. Gersch, or either of them, as Proxies, each with the power to appoint his or her substitute, as the case may be, and authorizes them to represent and vote, as designated on the reverse side, all the shares of common stock of Comerica Incorporated held of record by the undersigned on February 23, 2018, at the Annual Meeting of Shareholders to be held on April 24, 2018, and any adjournments or postponements of the meeting. In their discretion, the Proxies are authorized to vote upon any other business that may properly come before the meeting. This card also constitutes voting instructionsderivative contract tied to the trustees or administrators, as applicable,conversion rate of certain of Comerica’s employee benefit plans to voteVisa Class B shares attributable to accounts the undersigned may hold under such plans as indicated on the reverse of this card. If no voting instructions are provided, the shares will be voted in accordance with the provisions of the respective plans. COMERICA INCORPORATED 2018 ANNUAL MEETING OF SHAREHOLDERS APRIL 24, 2018 9:30 a.m., Central Time Vote by Internet, Telephone or Mail Your telephone or Internet vote authorizes the named proxies to vote your sharesand changes in the same manner as if you marked, signed and returned your proxy card. MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope provided. INTERNET www.proxydocs.com/cma Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CT) on April 23, 2018. Forvalue of shares held in Comerica’s employee benefit plans, the deadline is 11:59 p.m. (CT) on April 22, 2018. Please have your proxy card and the last four digitsobtained through monetization of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. TELEPHONE 1-866-883-3382 Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CT) on April 23, 2018. For shares held in Comerica’s employee benefit plans, the deadline is 11:59 p.m. (CT) on April 22, 2018. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.
(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 
