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13, 2023 shareholders. About Comerica 2021 Name Michael E. Collins Roger A. Cregg T. Kevin DeNicola Curtis C. Farmer 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 qualified: Nancy Avila, Michael E. Collins, Roger A. Cregg, Curtis C. Farmer, 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. For those proposed director nominees who meet the minimum qualifications, the Governance, Compensation and Nominating Committee then assesses the proposed include such candidates. new risks. the regular schedule. (Vice Chair) year; limited stock award granting authority has also been granted to management for non-executive grants. Chair: 2022. Meeting; Mr. DeNicola, who retired at the meeting, did not attend. Review of Transactions with Related Persons than $120,000 involving Comerica and related persons (directors, director nominees, executive officers, 5% shareholders and immediate family members or primary business affiliations of such persons). Under the policy, the Governance, Compensation and Nominating Committee is responsible for reviewing and approving or ratifying all transactions involving related persons. Directors may not vote on a related party transaction in which Financial Services Transactions with Executive Officers and Directors services. Director Transactions, Relationships or Arrangements by Category or Type Retainer (cash) Audit Committee Chair Retainer and Facilitating Director Retainer (cash) Enterprise Risk Committee and Governance, Compensation and Nominating Committee Chair Retainer (cash) Qualified Legal Compliance Committee Chair Retainer (cash) Audit Committee Member 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(1) Name(1) 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 Audit Fees Audit-Related Fees Tax Fees All Other Fees Audit Fees assessments. companies pursuant to which it may receive compensation for certain transactions, including transactions in which Comerica may participate from time to time, and Ernst & Young also receives fees from time to time from The information contained in the Audit Committee Report is not deemed to be soliciting material or to be filed for purposes of the Securities Exchange Act of 1934, 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, and shall not be otherwise deemed filed under such acts. Board and the SEC. a Non-Binding, Advisory Proposal Approving Executive Compensation For 2023. 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. Citizens Financial Group, Inc. Huntington Bancshares Inc. “at-risk.” 65% 15% Funding Individual awards may differ from the amount determined by the program formula, as they are ultimately based on each determine each MIP EPS MIP ROA Each NEO had a target opportunity under the For the other NEOs, the Committee determined individual AEI awards utilizing the corporate funding amount achieved based on corporate results outlined above, followed by an assessment of individual performance, including feedback from the CEO. 2020 AEI Program Awards(1) Mr. Farmer Mr. Herzog Mr. Carr(1) Ms. Crespi(1) Mr. Buchanan 2020 Grants NEO Mr. Farmer Mr. Herzog Mr. Carr(1) Ms. Crespi(1) Mr. Buchanan were forfeited upon his separation in June 2022. 2022 2018—2020 SELTPP Performance Metric 3 Year Average ROCE Excluding Non-Performance Items TSR Modifier 4th Quartile Yes 2018-2020 SELTPP Award Vesting(1) Mr. Farmer Mr. Herzog Mr. Buchanan SELTPP Performance Targets 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. required by the IRS, the interest rate offered will not be less than 3.79%. The plans cap the interest rate at 8%. SRIA. 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 for federal tax purposes. due to material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of certain incentive-based compensation received by any current or former senior or executive officer during the three-year period preceding the date on which the accounting restatement is required. The clawback pertains to any excess income derived by a senior or executive officer based on materially inaccurate accounting statements. strategic responsibilities. Accordingly, MIP award funding is primarily based on corporate performance. Other employees participate in incentive plans designed to support the business objectives of the line of business in which they reside, such as 2022. made in accordance with our Discretion Policy. The Discretion Policy was adopted in 2012 and outlines consistent, methodical and transparent guidelines that incorporate the evaluation of risk behaviors for the use of discretion in determining awards for risk-taking employees. Vice Chair Curtis C. Farmer Chairman, President and Chief Executive Officer James J. Herzog Executive Vice President and Chief Financial Officer J. McGregor Carr Executive Vice President, Wealth Management Megan D. Crespi Executive Vice President, Chief Enterprise Technology, and Operations Services Officer John D. Buchanan Executive Vice President, Chief Legal Officer, and Corporate Secretary Name Mr. Farmer Mr. Herzog Mr. Carr Ms. Crespi Mr. Buchanan 01/23/2018 01/22/2019 04/23/2019 01/28/2020 02/25/2020 03/31/2020 04/15/2020 04/30/2020 Curtis C. Farmer James J. Herzog J. McGregor Carr Megan D. Crespi John D. Buchanan Summary Compensation Table. Curtis C. Farmer James J. Herzog J. McGregor Carr Megan D. Crespi John D. Buchanan January 28, 2020 February 25, 2020 March 31, 2020 April 15, 2020 April 30, 2020 The RSU value is calculated by using the closing stock price on the date of the grant. January 28, 2020 February 25, 2020 March 31, 2020 April 15, 2020 April 30, 2020 The following table provides information on stock option, Curtis C. Farmer James J. Herzog J. McGregor Carr Megan D. Crespi John D. Buchanan Curtis C. Farmer(1) James J. Herzog(2) J. McGregor Carr Megan D. Crespi John D. Buchanan(3) Name Curtis C. Farmer James J. Herzog J. McGregor Carr Megan D. Crespi John D. Buchanan The values of Mr. Buchanan's benefits shown in the table are equal to the lump sum values of his benefits at his termination. The RIA provides the following types of benefits: balance formula. For more information on the key features of the RIA, please see the Employee Deferred Compensation Curtis C. Farmer(7) James J. Herzog(7)(8) target or estimated J. McGregor Carr(5) Megan D. Crespi John D. Buchanan(6) incentivizing our NEOs to increase the value of our enterprise for our shareholders As of December 31, 2020 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 2022. Director Plans(2) 2018 LTIP Total(3) Shares underlying outstanding stock options(2) Shares underlying outstanding SELTPP units and RSUs(3)(4) Total shares underlying outstanding awards Total shares underlying outstanding awards as a percentage of shares outstanding The following table contains information about the number of shares of Comerica Common Stock beneficially owned by The SEC requires that Comerica provide information about any shareholder who beneficially owns 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 Stock as of December 31, SEC 14, 2023. ” 13, 2023. advisory proposal to approve executive compensation; Vote Required For the non-binding, advisory proposal to approve executive compensation, 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. 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: received. 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2021
1717 Main Street
Dallas, Texas 7520116, 202120212023 Annual Meeting of Shareholders of Comerica Incorporated at 9:30 a.m., Central Time, on Tuesday, April 27, 2021. Due to the ongoing COVID-19 pandemic and concern for the safety and well-being of our shareholders, the25, 2023. The Annual Meeting will once again be held on a virtual-only basis.2020 We believe that hosting a virtual meeting enables greater shareholder attendance and participation from any location around the world.a challenging and dynamic year duean inflection point for our company. Colleagues returned to the COVID-19 pandemic. Comerica moved quicklyoffice re-invigorated and ready to protect and support our customers and re-imagine the way we work, and this helped us deliver record results. Our refreshed logo and core values reinforce our commitment to being a leading bank for business, complemented by strong Retail and Wealth Management solutions. We strategically invested in more collaborative workspaces, digital tools, enhanced products and streamlined processes to better enable our colleagues by implementing new operational protocols, significantly increasingand create a more elevated experience for our contributionscustomers. Striving to community organizations, supporting clients with Paycheck Protection Programbe a force for good in our communities, we achieved approximately 85% of our three-year goal to provide $5 billion in small business loans and providing additional paypublished our inaugural Task Force on Climate-related Financial Disclosures (TCFD) report, marking an important milestone in our Corporate Responsibility journey.healthcare resources for colleagues. The Business Continuity Executive Team was mobilizedrecord earnings per share of $8.47.met at least bi-weekly throughout the yearcustomers, but also to assess strategies to operate safely during the pandemic. Our Board was highly engaged working through issues and discussion plans in both formal and informal meetings.Despite these headwinds, our 2020 results included solid loan performance and a record level of deposits, which helped offset the rapid decline in interest rates. Expenses remained well-controlled and included COVID-related costs. In light of the unprecedented environment, we significantly increased our credit allowance in the first quarter. Credit migration was manageable, and our full-year net charge-offs were 38 basis points of average loans (14 basis points excluding Energy), reflective of our relationship banking strategy and deep credit experience. We maintainedhelp sustain our strong capital levels,performance as we move forward. We feel our unique position in growth markets, with a proven reputation for credit, expense and interest rate management, combine to create a powerful investment thesis for our book value grew 7 percent from 2019, to over $55. In summary, it was a solid performance, particularly considering the difficult economic conditions.Sincerely,
Curtis C. Farmer
Chairman, President and Chief Executive OfficerBarbara R. Smith
Facilitating DirectorTableContentsPROXY STATEMENTTABLE OF CONTENTS
Meeting of ShareholdersNOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS1EXECUTIVE SUMMARY2Proposal I Submitted for yourHow to Vote — Election of Directors8Information about Nominees
9BoardCommittee Governance14Committees and Meetings of Directors17Non-Management Directors and Communication withreturn your proxy card in the Board19Board Leadership Structure20Role in Risk Oversight20Transactions with Related Persons21Director Independence23Compensation Committee Interlocks and Insider Participation25Compensation of Directors26Proposal II Submitted for your Vote — Ratification ofenvelope providedAppointment of Independent Registered Public Accounting Firm28Independent Registered Public Accounting Firm29Audit Committee Report31Executive Officers32Proposal III Submitted for your Vote — Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation36Compensation Discussion and Analysis37Governance, Compensation and Nominating Committee Report632020 Summary Compensation Table642020 Grants of Plan-Based Awards66Outstanding Equity Awards at Fiscal Year-End 2020682020 Option Exercises and Stock Vested71Pension Benefits at Fiscal Year-End 2020722020 Nonqualified Deferred Compensation74Potential Payments upon Termination or Change of Control at Fiscal Year-End 202076Pay Ratio Disclosure80Securities Authorized for Issuance under Equity Compensation Plans81Proposal IV Submitted for your Vote — Approval of the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan84Proposal V Submitted for your Vote — Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan96Security Ownership of Management100Security Ownership of Certain Beneficial Owners102Shareholder Proposals and Director Nominations for 2022Meeting104 and click on the “Cast Your Vote” linkGeneral Information for Shareholders About the Annual Meeting105Appendix I — Amended and Restated Comerica Incorporated 2018 Long-Term Incentive PlanI-1Appendix II — Comerica Incorporated 2021 Employee Stock Purchase PlanII-1NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERSTimeDatemailing expenses and environmental impact.9:30 a.m.For shares held in Comerica’s employee benefit plans, the voting deadline is 11:59 p.m. (Central Time), Central Time, April 27, 202123, 2023.PlaceVirtual Shareholder Meeting at www.meetingcenter.io/220952924Record DateFebruary 26, 2021Mailing DateOn or around March 16, 2021VotingShareholders 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.See the "General Information for Shareholders About the Annual Meeting" section of the proxy statement on page 105 for information about voting and attending the Annual Meeting virtually.Voting Matters ProposalsBoard VoteRecommendationPage ReferenceVoting MattersI.ProposalsBoard Vote
RecommendationPage
Reference1. Election of directors FOR“FOR” EACH
DIRECTOR NOMINEE8II.2. Ratification of Ernst & Young LLP as independent registered public accounting firm for 20212023“FOR” FOR28III.Company's Company’s“FOR” FOR36IV. Approval4. Advisory proposal regarding frequency of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan"Say on Pay" vote (every one, two or three years)"ONE YEAR" FOR84V. Approval of the Comerica Incorporated 2021 Employee Stock Purchase PlanFOR96VI.Voting Your Shares •BY TELEPHONE: 1-800-652-VOTE (8683)•VIA THE INTERNET: www.envisionreports.com/CMA, or scan the QR code on the Notice of Internet Availability of Proxy Materials or proxy card•BY MAIL: complete, sign, date and return your proxy card in the envelope provided•DURING THE MEETING: attend our virtual Annual Meeting and click on the "Cast Your Vote" linkFor shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 25, 2021.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 27, 2021. The proxy statement and annual report to security holders are available at www.envisionreports.com/CMA.Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 25, 2023. The proxy statement and annual report to security holders are available at www.envisionreports.com/CMA. If the meeting needs to be adjourned due to technical difficulties, more information will be promptly provided at https://investor.comerica.com/ 
John D. Buchanan— Chief Legal Officer,
and Corporate SecretaryThethe Commercial Bank, Thethe Retail Bank and Wealth Management. Comerica focuses on relationships and helping people and businesses be successful. In addition to Texas, Comerica locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico.
Comerica's Core Values
2020 Financial"In 2022, we refreshed our Company’s core values. Driving collaboration, encouraging
bold thinking and Operating Performance behaviors and empowering our employees, all while remaining centrally
focused on our customer is critical to achieving continued success."
-Comerica Chairman, President and CEO, Curt FarmerComerica has a long history of successfully managing through challenging times. We have demonstrated our resiliency and unwavering dedication to provide a high-level of customer service as we navigate the COVID-19 pandemic. We maintain a culture that drives continuous efficiency improvement. Our consistent, disciplined credit standards and strong capital base continues to serve us well. These key attributes provide the foundation to continue to deliver long-term shareholder value. This has been demonstrated by our book value per share, which grew 7%, to a record level at year-end.Some of our noteworthy financial accomplishments in 2020 included:•Reached record levels of period-end assets, loans and deposits, as we worked tirelessly to support our customers through the COVID crisis:o20%, or $14.7 billion, increase in total assets to a record $88.1 billion at year-end;o4%, or $1.9 billion, increase in total loans to a record $52.3 billion; ando27%, or $15.6 billion, increase in total deposits to a record $72.9 billion, which included $12.0 billion growth in noninterest-bearing deposits.•Revenue of $2.9 billion declined from a 2019 record, due to the rapid decline in interest rates as well as a slowdown in economic activity.•Noninterest expenses remained well-controlled and increased only 2%, including COVID-related costs and increased FDIC insurance.•Significantly increased our credit allowance in light of the unprecedented economic impacts of COVID.•Credit metrics remained strong with nonperforming assets remaining below our historic norm at 69 basis points of total loans and foreclosed property. Net charge-offs were 38 basis points of average loans, or only 14 basis points excluding Energy.•First quarter results were impacted by a rapid decline in rates and a large provision for credit losses to prudently increase our reserves; each subsequent quarter our net income increased.•Capital level was near an all-time-high. Returned $378 million to common shareholders through dividends, including an increase in the dividend to $2.72 per share and the repurchase of $189 million of common stock (3.2 million shares) in the first quarter.
Commitment to Diversity, Sustainability and Community 2 2023 Proxy Statement Our seven Core Values define how we act — internally and externally — to achieve our strategic objectives, and reflect our commitment to corporate responsibility:•Customer-centricity. Our decisions will be based first and foremost on what is best for our customers, be they internal or external.•Collaboration. We will work as a team to do what is right by our customers and our colleagues.•Integrity. We will maintain the highest ethical standards through our honesty and transparency. We will honor our commitments and take personal responsibility for our actions.•Excellence. We understand there are no trade-offs or short cuts on the road to success. We will strive for greatness through continuous self-improvement.•Agility. We aspire to become a company that fully embraces innovation as a means of driving ongoing growth and prosperity. We remain flexible and adaptable to change.•Diversity. We will create an environment that celebrates the differences among our colleagues and customers, with the understanding that such differences make us a stronger company.•Involvement. We embrace our critical role in the communities we serve and acknowledge that our success is intertwined with theirs. We will make sustainability a priority.The Governance, Compensation and Nominating Committee is responsible for determining the constituency of the Board, and looks at diversity of experience, professions, skills, geographic representation and/or backgrounds when evaluating nominees. Historically annual updates on human capital, including diversity and inclusion information, were provided to the Governance, Compensation and Nominating Committee, and in 2021 the Chief Diversity Officer started providing those annual updates to the full Board instead, focusing on our strategic framework; progress made in corporate governance, workforce diversity, education and social impact over the past year; and the diversity and inclusion action plan for the upcoming year.At the employee level, Comerica supports diversity and inclusion through our Executive Diversity Committee ("EDC"), comprised of our CEO, his leadership team and Comerica's Chief Diversity Officer. All of Comerica's EDC members are required to include diversity and inclusion in their annual performance review and to include diversity objectives throughout their lines of business. Employee diversity, inclusion and engagement highlights for 2020 included:
The Enterprise Risk Committee of the Board oversees all of Comerica's risk management, including environmental and social risks. Comerica's Director of Corporate Sustainability provides annual updates to the Board's Enterprise Risk Committee, which reviews our value creation approach to corporate sustainability, including areas of progress, challenges and future initiatives. Sustainability highlights for 2020 included:
Comerica also formed an ESG Council in 2020 with the purpose of driving long-term value by establishing a cohesive, strategic direction to raise expectations of Comerica's ESG programs and performance. The ESG Council provides semi-annual updates to Comerica's CEO and his leadership team on ESG programs at Comerica and developing issues in the space. Members of the ESG Council include representatives from all three business lines, as well as our Chief Community Officer, Chief Diversity Officer, Director of Corporate Sustainability, Investor Relations Director, Director of Enterprise Risk and Credit Review, Portfolio Risk Analytics, Director of Government Relations, and Corporate Communications & Executive Administration.
Board and Governance Highlights Executive Summary 2022 Financial Performance ($ in billions) 
2023 Proxy Statement 3 Executive Summary
Our management team and the Board are focused on serving the long-term interests of Governance Overview and ESG Governance Comerica'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, demonstrated through the following:3three new independent Board members added since 2016 45%eleventhirteen Board members, threefive (38%) are female and threefour (31%) are racially/ethnically diverse.Engagement in Comerica's long-term corporate strategy on an ongoing basis as well as at an annual dedicated session •Proxy access •Teneleventhirteen current directors (91%(92%) are independentfewerless than 75% of meetings
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 chair) •Board-level oversight of important matters, including COVID-19 response, cybersecurityreviews Comerica’s human capital management strategy, talent development program and colleague diversity, equity and inclusion initiativesand Management-level Execution 
ESG Council identifies the most significant ESG issues •Mandatory Board retirement age: 72 •No director servesfor 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 CommitteeExecutive 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 more than five public company boards, or two public company boards if they arethese risksLed by Senior Officers 
Executive Vice President of Corporate Responsibility is a public company executive officermember of the Management Executive CommitteeOffice of Corporate Responsibility includes Chief Community Officer and Director of Corporate Sustainability Chief DE&I Officer reports to Chief Administrative Officer 4 2023 Proxy Statement COVID-19 Oversight Executive Summary In 2020, management and the Board were highly engaged working through COVID-19 related issues in both formal and informal meetings. Issues were addressed internally through the Business Continuity Executive Team ("BCET"), consisting of senior leaders including the CEO, CFO, Chief Credit Officer, Chief Risk Officer, Chief Enterprise Technology & Operations Services Officer, heads of each business line, Chief Human Resources Officer, Chief Legal Officer, and Chief Marketing Officer, as well as representatives from government relations, HR operations, back-office operations, facilities and procurement. Additionally, special management committees related to capital and liquidity met under the leadership of the CEO and CFO. The CEO and senior leaders met more frequently with Board members and elevated issues as appropriate. The Board held additional meetings as well.
Board Nominees Sustainability in 2022 
Additional disclosures available through www.comerica.com TCFD Report CDP Climate Change Questionnaire Response SASB Index
and GRI Index2023 Proxy Statement 5 Executive Summary Employee Diversity, Inclusion and Engagement in 2022 
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 12/31/2022 6 2023 Proxy Statement Executive Summary Volunteerism & Community in 2022 
2023 Proxy Statement 7 Executive Summary Board Nominees Director
SinceCommittee Memberships Other Public
Company BoardsName Age Occupation Independent AC GCNC ERC QLCC Nancy Avila 56 2022 EVP and Chief Information and Technology Officer, McKesson Corporation Yes Michael E. Collins 71 2016 Chair and Sr. Counselor, Blake Collins Group Yes C Roger A. Cregg 66 2006 Former President & CEO, AV
Homes, Inc.Yes C, F C Sterling Construction
Company, Inc.Curtis C. Farmer 60 2018 Chairman, President and CEO,
Comerica Inc. and Comerica BankNo Jacqueline P. Kane 70 2008 Retired; Former EVP, Human
Resources and Corporate Affairs, The Clorox CompanyYes C Derek J. Kerr 58 2023 Vice Chair and Strategic Advisor, American Airlines Group Inc. and President, American Eagle Yes F Richard G. Lindner 68 2008 Retired; Former SEVP & CFO,
AT&T, Inc.Yes F Jennifer H. Sampson 53 2023 President and CEO, United Way of Metropolitan Dallas Yes Barbara R. Smith 63 2017 Chairman, President & CEO,
Commercial Metals CompanyIFD Commercial Metals Company Robert S. Taubman 69 2000 Chairman & CEO, The Taubman Realty Group LLC and Chairman, President & CEO, The Taubman Company LLC Yes Reginald M. Turner, Jr. 63 2005 Member Emeritus, Clark Hill Yes Masco Corporation Nina G. Vaca 51 2008 Chairman & CEO, Pinnacle
Technical Resources, Inc. and
Vaca Industries Inc.Yes Cinemark Holdings, Inc. Michael G. Van de Ven 61 2016 Executive Advisor, Southwest Airlines Co. Yes Director Committee Memberships Other Public Age since Occupation Independent AC GCNC ERC QLCC Company Boards 69 2016 Chair and Sr. Counselor, Blake Collins Group; Former Consultant, Federal Reserve Bank of Cleveland; and Former EVP, Federal Reserve Bank of Philadelphia X X C X 64 2006 Former President & CEO, AV Homes, Inc. X C, F X X Sterling Construction
Company, Inc. 66 2006 Retired; Former CFO, KIOR, Inc. X F X C 58 2018 Chairman, President and CEO,
Comerica Inc. and Comerica Bank 68 2008 Retired; Former EVP, Human Resources and Corporate Affairs, The Clorox Company X C 66 2008 Retired; Former SEVP & CFO, AT&T, Inc. X �� F X X 61 2017 Chairman, President & CEO, Commercial Metals Company IFD X Commercial Metals Company 67 2000 Chairman, President & CEO, The Taubman Realty Group LLC and The Taubman Company LLC X X 61 2005 Attorney, Clark Hill X X X X Masco Corporation 49 2008 Chairman & CEO, Pinnacle Technical Resources, Inc. and Vaca Industries Inc. X X X Cinemark Holdings, Inc. 59 2016 COO, Southwest Airlines Co. 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 Committee8 2023 Proxy Statement Executive Summary Director Qualifications, Experience and Experience Demographicsnominees'nominees’ specific skills, experiences and areas of knowledge 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 significant exposure to the complex regulations and changing landscape of the financial services industry.
Summary of Director Qualifications
and ExperienceAvila Collins Cregg Farmer 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 PROPOSAL I SUBMITTED FOR YOUR VOTEELECTION OF DIRECTORSThe Board2023 Proxy Statement 9 Executive Summary Summary of Director
Nominee DemographicsAvila Collins Cregg Farmer 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 Native Hawaiian or Pacific Islander White Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Gender Identity Male Female Non-Binary Did Not Disclose 10 2023 Proxy Statement recommends that you vote "FOR"the candidates for director.Directors.Directors("(“Comerica,"” the "Company"“Company” or "we"“we”) currently has eleventhirteen 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 thirteen 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.Comerica'sComerica’s business and unique position in the banking industryThe current directors are the only nominees, and each of them has been previously elected by the shareholders. 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.Comerica’s Board of Directors recommends a vote “FOR” each of the director candidates listed below. 2023 Proxy Statement 11 Proposal 1: Election of Directors 16, 202113, 2023 about each nominee for 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.
Ms. Avila (formerly known as Nancy Flores) has been Executive Vice President and Chief Information and Technology Officer for McKesson Corporation, a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care and healthcare information solutions, since January 2020. 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. 12 2023 Proxy Statement Proposal 1: Election of Directors 
sinceSince: 2016 Title: Enterprise Risk Committee Chair
Mr. Collins 69, has served as the Chair and Senior Counselor of Blake Collins Group, a public relations and communications firm, since July 2013. He was an advisor to The Bancorp, Inc., a financial services institution, from July 2013 to November 2016. He also served as a consultant to the Federal Reserve Bank of Cleveland, a bank regulator, from November 2014 to March 2015 and as Executive Vice President and Lending Officer of the Federal Reserve Bank of Philadelphia, a bank regulator, from June 2009 to June 2011, where he worked in various capacities beginning in 1974. He was the President and Chief Executive Officer of TD Bank USA, a financial services institution, from March 2013 to July 2013 and Executive Vice President of TD Bank Group, a group of affiliated financial services entities, where he managed audit, legal, compliance, anti-money laundering, regulatory, loan review and government affairs functions from November 2011 to July 2013. He also was Executive Vice President of TD Bank Group and Strategic Advisor to TD Bank USA from September 2011 to October 2011. He was a director of Higher One Holdings, Inc. from April 2015 to August 2016.As a former banking and finance executive with nearly 40 years of regulatory experience, including service with the Federal Reserve Banks of Cleveland and Philadelphia, Mr. Collins brings to the Board a number of key skills, including a strong background in risk management and relevant business management experience, as well as a deep understanding of the financial services industry, including bank regulation. As the Chair of our Enterprise Risk Committee, his experience in identifying, assessing and managing risk exposures of large, complex financial firms allows Mr. Collins to provide invaluable insight to Comerica. 
sinceSince: 2006 Title: Audit Committee and Qualified Legal Compliance Committee Chair
Mr. Cregg 64, was President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona, Texas and North Carolina, from December 2012 to October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006. He has been a director of Sterling Construction Company, Inc. since May 8, 2019.
As the former Chief Executive Officer and Chief Financial Officer of public companies, Mr. Cregg has demonstrated the leadership capability and extensive knowledge of complex financial and operational issues necessary to chair our Audit Committee. T. Kevin DeNicolaDirector since 2006
Mr. DeNicola, 66, is retired. He 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. His service as Chief Financial Officer of public companies makes him a valuable asset, both on our Board of Directors and as a member of our Audit Committee. Mr. DeNicola's positions have provided him with a wealth of knowledge in dealing with financial and accounting matters. The depth and breadth of his exposure to complex financial issues make him a skilled advisor.2023 Proxy Statement 13
Proposal 1: Election of Directors
sinceSince: 2018 Title: Chairman, President and CEO of Comerica
Mr. Farmer 58, has been Chairman (since January 2020); Chief Executive Officer (since April 2019); President (since April 2015); Vice Chairman (April 2011 to April 2015); and Executive Vice President (October 2008 to April 2011) of Comerica Incorporated and Comerica Bank. Prior to joining Comerica, Mr. Farmer served as Executive Vice President and Wealth Management Director of Wachovia Corporation from October 2005 to October 2008. During his 23 years of service to Wachovia, he held a variety of positions of increasing scope and responsibility.
Mr. Farmer will join the board of directors of Texas Instruments Incorporated effective April 1, 2023.Mr. Farmer is an experienced financial services executive who has been nominated to serve on the Board because of his extensive skills and institutional knowledge in the areas of business and consumer banking. As Chairman, President and CEO of Comerica, he has a deep understanding of all aspects of Comerica'sComerica’s core businesses and markets and has also supervised Comerica'sComerica’s credit, marketing, enterprise technology and operations functions. At Comerica, Mr. Farmer successfully guided the Commercial Bank, Retail Bank and Wealth Management — along with several support functions — through the GEAR Up efficiency initiative and laid the foundation for Comerica to undergo the digital transformation that is underway today. Mr. Farmer is active in the banking industry and serves on the boards of the Bank Policy Institute and The Clearing House, as well as the Dallas Citizens Council.House. He also has broad experience in wealth management and leadership through his long tenure at Wachovia Corporation.
sinceSince: 2008 Title: Governance, Compensation and Nominating Committee Chair
Ms. Kane 68, is retired. She served as Executive Vice President, Human Resources and Corporate Affairs, from February 2015 to January 2016, Senior Vice President, Human Resources and Corporate Affairs, from December 2004 to February 2015, Senior Vice President, Human Resources from June 2004 to December 2004, and Vice President, Human Resources from March 2004 to May 2004 for The Clorox Company, a manufacturer and marketer of consumer products. From March 2003 to January 2004, she was Vice President, Human Resources and Executive Leadership for The Hewlett-Packard Company, a technology company. Prior to her role at The Hewlett-Packard Company, Ms. Kane spent 22 years in human resources in the financial services industry.As a former senior executive with experience in human resources, including compensation matters, as well as experience in several of our key geographic markets, Ms. Kane has a unique and insightful perspective to offer the Board. As Chair of our Governance, Compensation and Nominating Committee, she is able to use her experience and perspectives to offer best practices advice. 14 2023 Proxy Statement
Proposal 1: Election of Directors
Mr. Kerr has been Vice Chair and Strategic Advisor of American Airlines Group Inc. (“AAG”) and President of American Eagle, a passenger airline, since 2022. From 2013 to 2022, he served as Executive Vice President and Chief Financial Officer of AAG and its wholly-owned subsidiary, American Airlines, Inc., overseeing global corporate risk, corporate development and corporate financial functions, including treasury, accounting, financial planning, labor and fleet analysis, tax, strategic planning, investor relations and purchasing. Prior to that, he served as Senior Vice President and Chief Financial Officer for US Airways, a role that he began in 2005, and was later promoted to Executive Vice President and Chief Financial Officer of US Airways in 2009 with an added responsibility for information technology. He previously worked at America West Airlines starting in 1996 and served in a variety of finance and planning roles until being named Chief Financial Officer in 2002. Mr. Kerr is an experienced financial leader with deep and broad exposure to complex financial issues. His service as Chief Financial Officer of public companies makes him a valuable asset to our Audit Committee. Mr. Kerr’s positions have provided him with a wealth of knowledge in dealing with financial and accounting matters, as well as risk management. 
sinceSince: 2008 Title: Board Member
Mr. Lindner 66, 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. 2023 Proxy Statement 15 Proposal 1: Election of Directors 
Ms. Sampson is the McDermott-Templeton President and CEO 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 CEO and President, she was Senior Vice President and Chief Operating Officer from 2004 to 2011, and Senior Vice President and Chief Financial Officer from 2001 to 2004 for United Way of Metropolitan Dallas. Additionally, Ms. Sampson previously worked for the accounting firm Arthur Andersen & Co. in various roles over ten years and is a licensed CPA. Ms. Sampson is active in community organizations and also served as a Business and Community Advisory Council Member for the Federal Reserve Bank of Dallas from July 2012 to June 2018. Ms. Sampson adds to the Board of Directors invaluable non-profit and community experience in Comerica’s headquarters market, in line with Comerica’s core value to act as a force for good. As well, she brings relevant banking and regulatory expertise from her time as a Business and Community Advisory Council Member for the Federal Reserve Bank of Dallas. 
sinceSince: 2017 Title: Facilitating Director
Ms. Smith 61, 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, 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. 16 2023 Proxy Statement
Proposal 1: Election of Directors
sinceSince: 2000(1) Title: Board Member
Mr. Taubman 67, is Chairman President 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 and was2020; President and Chief Executive Officer of Taubman Centers, Inc. from August 1992 to December 2020.2020 and President of The Taubman Realty Group until 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 OfficerCEO of The Taubman Company LLC since September 1990. He was a director of Sotheby'sSotheby’s Holdings, Inc. from 2000 until his retirement from that Board in May 2016 and 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'sComerica’s geographic markets.
sinceSince: 2005 Title: Board Member
Mr. Turner 61, has beenwas an attorney with Clark Hill, a law firm, sincefrom April 2000 to December 2022 and has served on the firm'sfirm’s Executive Committee sincefrom January 2016.2016 to December 2022. He has been a director of Masco Corporation since March 1, 2015. Mr. Turner is active in public service and with civic and charitable organizations, serving in leadership positions with the American Bar Association, the Detroit Public Safety Foundation, the Detroit Institute of Arts, the Community Foundation for Southeast Michigan and the Hudson-Webber 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. 2023 Proxy Statement 17 Proposal 1: Election of Directors 
sinceSince: 2008 Title: Board Member
Ms. Vaca 49, has been Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a global workforce solutions provider offering staffing, managed services, payrolling and independent contractor compliance and a proprietary talent platform, since she founded the company in October 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a privately-held management company, since April 1999. She has been a director of Cinemark Holdings, Inc. since November 2014 and also served as a director of Kohl'sKohl’s Corporation from March 2010 to May 2019. In 2014, the Obama Administration appointed Ms. Vaca as a Presidential Ambassador for Global Entrepreneurship. Ms. Vaca is also a Henry Crown Fellow at the Aspen Institute and a lifetime member of the Council on Foreign Relations.As a chief executive officer with experience in talent solutions, managed services and information technology, as well as successful entrepreneurial endeavors in the U.S. and abroad, Ms. Vaca offers a unique and insightful perspective to the Board. 
sinceSince: 2016 Title: Board Member
59, has been Chief Operating Officeris an executive advisor (since January 2023) of Southwest Airlines Co., a passenger airline, since May 2008.airline. Previously, he served as President from September 2021 to December 2022, Chief Operating Officer from May 2008 to September 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. Footnotes:Manufacturer'sManufacturer’s Bank, N.A. or its predecessors in 1987. He became a director of Comerica Bank in 1992 when it merged with Manufacturer'sManufacturer’s Bank, N.A. He resigned as a director of Comerica Bank in 2000, when he became a director of Comerica.18 2023 Proxy Statement Proposal 1: Election of Directors Elections. Comerica'sElectionsStandard.Standardhis or hertheir resignation to the Board.Self-Evaluation.Self-EvaluationLimit.LimitComerica'sComerica’s Audit Committee may not serve on more than two other public company audit committees.Process.Processindividual'sindividual’s specific qualities and skills. Criteria for assessing nominees include a potential nominee'snominee’s ability to represent the 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.nominee'snominee’s specific qualifications, evaluates his or hertheir 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.he or shethey (A) will abide by the requirements of Article III, Section 14 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.Comerica'sComerica’s bylaws (as well as applicable laws and2023 Proxy Statement 19 Proposal 1: Election of Directors Comerica'sComerica’s bylaws ensures that the Governance, Compensation and Nominating Committee receives at least the minimum information necessary for it to begin an appropriate evaluation of any such director nominee.Refreshment.Refreshmentthatwho can provide a fresh perspective. During 2020,thisperspectives. This mix helped Comerica'shas been successful in helping Comerica’s Board oversee the Company's response to the COVID-19 pandemictraditional banking activities as well as emerging trends and participation in the PPP program.Engagement.EngagementCompany'sCompany’s shareholders in order to fully understand their viewpoints concerning the Company, to garner feedback on areas for improvement, and to help our shareholders better understand our performance and long-term strategic plan.Access. In November 2020, Comerica amended itsAccess to adopt proxy access procedures, which permit a shareholder, 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"Stock”), for at least 3three years to nominate and include in Comerica'sComerica’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws.Ethics.EthicsComerica'sComerica’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.Oversight. Comerica'sOversightmatters, including COVID-19 response, cybersecuritytopics and ESG issues.In 2020, the Board wasis highly engaged in working through issues and discussiondiscussing plans in both formal and informal meetings. The Board and its committees held four additional meetings related to COVID-19. Also, senior members of management met more frequently with Board members to give additional updates and continued these communications throughout the course of the year. The CEO was able to provide fulsome reports to the Board based on his leadership of the BCET, which met every other day at the start of the pandemic, and at least bi-weekly the rest of the year.Comerica'sComerica’s risk management, including cybersecurity and information security risks, as well as environmental and social risks.risks (including, but not limited to, Comerica's Chief Enterprise Technology & Operations Services Officer briefs themanagement of risk pertaining to sustainability, climate change and corporate social responsibility). The Enterprise Risk Committee is briefed on technology risks on a quarterly basis, at each regularly scheduled meeting. Additionally, Comerica's Director of Corporate Sustainability provides annual updates tomanagement-level Enterprise Risk and Return Committee coordinates risk-related activities across the Board'scompany, including climate-related risks, and reports on these risks. The Enterprise Risk Committee alongalso reviews Comerica's broader pandemic plan and business continuity program.our Annual Sustainability Action Plan, whichreviewing Comerica’s human capital management strategy and talent development program, including recruitment, evaluations and development activities. This committee also reviews our value creation approach to corporate sustainability, including areasthe Corporation’s employee diversity, equity and inclusion initiatives, as well as the results of progress, challengesthose initiatives. Moreover, the full Board is provided annual workforce updates.future initiatives.appointed an Executive Vice President, Corporate Responsibility, who is a member of the Management Executive Committee. The process for raising sustainability issues startsCorporate Responsibility Department, working with senior managers from across the corporate sustainability office, whichorganization, is charged with identifying emerging environmental, social and governance issues and bringing those to the attention of appropriate business unit(s). This is done with the supportThe Director of the Sustainability Council, which meets quarterly and includes senior managers from across the organization as well as the CFO, who serves as the executive sponsor of Comerica's sustainability program. The CFOCorporate Responsibility can bring urgent issues directly to the attention of senior leadership and, if needed, can also escalate issues to the Board of Directors more frequently than annually if needed.COMMITTEES AND MEETINGS OF DIRECTORS20 2023 Proxy Statement Proposal 1: Election of Directors 2021.AUDIT COMMITTEE Audit Committee Chair: Chair:Members:
Members:T. Kevin DeNicola
Derek J. Kerr
Richard G. Lindner
Reginald M. Turner, Jr.2020: 2022: 13•All members are independent and financially literate in accordance with New York Stock Exchange ("NYSE") requirements•The Board has determined that Mr. Cregg, Mr. DeNicola and Mr. Lindner are audit committee financial experts in accordance with SEC rules•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 function 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'sComerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. ENTERPRISE RISK COMMITTEE Enterprise Risk Committee Chair: Chair:Members:
Members:T. Kevin DeNicolaReginald M. Turner, Jr.Nina G. Vaca2020:2022: 4•All members are independent•Mr. Collins has been designated the Board's risk expert•Governed by a Board-approved CharterComerica'sComerica’s operations and oversight of the operation of Comerica'sComerica’s risk-management framework.Comerica'sComerica’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 2023 Proxy Statement 21 Proposal 1: Election of Directors Governance, Compensation and Nominating Committee Chair: Chair:Members:
Members:
Barbara R. Smith
Nina G. Vaca
Michael G. Van de Ven2020: 8•All members are independent•Governed by a Board-approved CharterComerica'sComerica’s executive compensation policies and programs, oversees administration of Comerica'sComerica’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 periodically reviews succession plans for key officers of Comerica and reports to the Board on succession planning. Among its various other duties, this committee reviews and recommends to the full Board candidates to become Board members, develops 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.plans. This committee may delegate its authority to a subcommittee of its members and may allow limited delegations to management. Authority has been delegated to the Off-Cycle Equity Grant Subcommittee (which(which is composed of two independent directors) to make grants of stock awards, not to exceed 15,000 shares to any one individual per calendar year.Comerica'sComerica’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 Qualified Legal Compliance Committee Chair: T. Kevin DeNicolaMembers:
Members:Roger A. Cregg
Richard G. Lindner
Reginald M. Turner, Jr.2020: 1•All members are independent•Governed by a Board-approved CharterComerica'sComerica’s remedial efforts with respect to any such violations.Comerica'sComerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. 22 2023 Proxy Statement Other Committees.Proposal 1: Election of Directors Other Committees Board'sBoard’s authority with respect to the issuance of preferred securities and to set the terms of such preferred securities. The Special Preferred Stock Committee met one timedid not meet in 2020.Meetings.Meetingssixfive regular and twoone special meetingsmeeting of the Board and 2825 meetings and written consents of the various committees and subcommittees of the Board during 2020.2022. 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.All Ten of the eleven Board members serving at the time of the 20202022 Annual Meeting attended the 20202022 Annual Meeting.NON-MANAGEMENT DIRECTORS AND COMMUNICATION WITH THE BOARD6404,6506, Dallas, Texas 75201, Attn: Non-Management Directors. Alternatively, shareholders may send communications to the full Board by sending written correspondence, delivered via United States mail or courier service, to: Corporate Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404,6506, Dallas, Texas 75201, Attn: Full Board of Directors. The Board of Directors'Directors’ current practice is that the Corporate Secretary will relay all communications received to the Facilitating Director, in the case of communications to non-management directors, and to the Chairman of the Board, in the case of communications to the full Board.Company'sCompany’s strategy and business plans. The Board has chosen this structure because it believes the Chief Executive Officer serves as a bridge between management and the Board, ensuring that both groups act with a common purpose. 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 NYSE rules, and the Audit Committee, the Enterprise Risk Committee, the Governance, Compensation and Nominating Committee and the Qualified Legal Compliance Committee are comprised entirely of independent directors. The Board also has an independent Facilitating Director (Ms. Smith) who leads the non-management directors in regularly scheduledregularly-scheduled executive sessions. As Facilitating Director, Ms. Smith'sSmith’s duties include, but are not limited to, the following:Board'sBoard’s independence and autonomous oversight of our business as well as Board communication and effectiveness. The executive sessions over which she 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.2023 Proxy Statement 23 Proposal 1: Election of Directors 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.Board of Directors 
The Board approves a statement of our Company’s risk appetite, which is used internally to help our Board and management understand our Company’s tolerance for risk in each of the major risk categories and allow for the adaption of those tolerances to align with a changing economic environment. Each of the Enterprise Risk Committee, the Audit Committee and the Governance, Compensation and Nominating Committee reports regularly to the full Board. Michael E. Collins, the Chair of the Enterprise Risk Committee, has been designated the Board’s risk expert. 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 
as discussed on page 17, oversees policies, procedures and practices relating to credit risk, market risk, liquidity risk, technology risk (including cybersecurity and information security risk), operational risk, strategic risk, compliance risk (including compliance with bank regulatory obligations), and other general risks to Comerica and the actions undertaken or to be undertaken to identify, measure, monitor and control such risks. It is also responsible for environmental and social risks (e.g., sustainability, climate change and corporate social responsibility).The Audit Committee plays a key role in risk management through the validation and oversight of our internal controls, policies and procedures to ensure their effectiveness, in addition to providing oversight of our financial statements and compliance with legal and regulatory requirements. Management 
The Enterprise Risk and Return Committee, chaired by the Chief Risk Officer, is established by the Enterprise Risk Committee and responsible for governance over the risk management framework, providing oversight in managing Comerica's aggregate risk position and reporting on the comprehensive portfolio of risks as well as the potential impact these risks can have on Comerica's risk profile and resulting capital level. It is principally composed of senior officers and executives representing Comerica's different risk areas and business units. Comerica’s Chief Risk Officer, Jay K. Oberg, 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. bank regulatory obligations), and other general risks toRelated PersonsComerica and the actions undertaken or to be undertaken to identify, measure, monitor and control such risks. To help discharge its duties, the Enterprise Risk Committee has established the Enterprise-Wide Risk Management Committee.•Enterprise-Wide Risk Management Committee. The Enterprise-Wide Risk Management Committee is principally composed of senior officers and executives representing the different risk areas and business units and is chaired by the Chief Risk Officer. It meets at least quarterly and periodically submits a comprehensive risk report to the Enterprise Risk Committee providing its view of Comerica's risk position. •Chief Risk Officer. Comerica's Chief Risk Officer, Jay K. Oberg, reports directly to Comerica's Chairman and 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. Michael E. Collins, the Chair of the Enterprise Risk Committee, has been designated the Board's risk expert. 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. •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 Chairman and 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 60 to 62.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 Director, the Board, various committees of the Board, and various management committees.TRANSACTIONS WITH RELATED PERSONS24 2023 Proxy Statement Proposal 1: Election of Directors he or shethey or any member of his or hertheir immediate family is a related person, but the director may participate in some or all of the Committee'scommittee’s discussions. The policy also permits the Chair of the Governance, Compensation and Nominating Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committeecommittee meetings, in which case they will be reported to the full Committeecommittee at its next meeting.servicestransactions are provided in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable services provided to non-affiliates and comply with applicable law, including the Sarbanes-Oxley Act of 2002 and Federal Reserve Board Regulation O. Exempted transactions also include other commercial transactions where Comerica has transacted with either a 5% shareholder or an entity employing or having as a director a related party, and where payments constitute less than 1% of Comerica'sComerica’s consolidated gross revenues or constitute less than 1% of such entity'sentity’s consolidated gross revenues.party'sparty’s interest in the transaction:party'sparty’s interest in the transaction;Comerica'sComerica'sComerica’s regulators;("BlackRock"(“BlackRock”) reported that it beneficially owns greater than 5% of Comerica Common Stock. In 2020,2022, Comerica paid $691,043approximately $515,615 to BlackRock for cash management software in the ordinary course of business. This transactionAdditionally, affiliates of BlackRock and The Vanguard Group, Inc. are investment managers for certain investment options under our 401(k) Plan and/or certain RIA assets. These transactions are unrelated to the 5% holders' Comerica Common Stock ownership, and the fees are paid by entities and individuals other than Comerica. These transactions did not require approval pursuant to the Related Party Transactions Policy.FMR LLC ("Fidelity") reported that it beneficially owns greater than 5% of Comerica Common Stock. In 2020, Comerica paid $482,862 to Fidelity Investments for equity and benefits plan administration services in the ordinary course of business. This transaction did not require approval pursuant to the Related Party Transactions Policy.20202022 that did not require approval under the Related Party Transactions Policy. Comerica made all loans and commitments in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not related to or affiliated with Comerica or its subsidiaries, and the transactions did not involve more than the normal risk of collectability or present other unfavorable features. Further, such loans and commitments subject to Regulation O were all made in accordance with Comerica'sComerica’s Regulation O Policy and Procedure. Comerica also offers employee discounts to its employees, including executive officers, on certain other financial services not involving an extension of credit.2023 Proxy Statement 25 Proposal 1: Election of Directors 91%92% of the full Board of Directors of Comerica, are independent within the meaning of the listing standards of the 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: Nancy Avila, Michael E. Collins, Roger A. Cregg, T. Kevin DeNicola, 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 independence standards under NYSE rules. The Board of Directors further determined that Curtis C. Farmer is not independent because he is an employee of Comerica.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.director'sdirector’s family;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;26 2023 Proxy Statement Proposal 1: Election of Directors organization'sorganization’s consolidated gross revenues.Comerica'sComerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.the director'sa director’s spouse or domestic partner is employed as a non-executive officer whereand the annual purchases from such entity constitute less than 1% of Comerica'sComerica’s consolidated gross revenues.e.g.e.g., the firm that drafted a will in which Comerica is named fiduciary of the associated estate). From time to time, this has resulted in the engagement, by the client, of Clark Hill, the firm with which Mr. Turner was a member during 2022 and is now a member.Member Emeritus. Mr. Turner iswas not directly involved in providing these legal services, and any associated fees arewere paid to the firm from the client'sclient’s funds, not from funds belonging to Comerica.Mr. Turner's law firm representClark Hill represented clients in legal matters indirectly or potentially directly adverse to Comerica, such as loans and other commercial transactions (in which his firm represents a borrower), trust administration matters (where Clark Hill might represent a trust or beneficiary and/or act as co-trustee for a trust for which Comerica serves as trustee), real property claims (in which Clark Hill may represent an entity seeking an easement or condemnation with respect to real property in which Comerica holds the mortgage) and bankruptcy litigation (in which his firm represents creditors other than Comerica), and thus receives fees from such parties it represents, but not from Comerica.2020,2022, Ms. Kane, Mr. Lindner, Ms. Smith, Ms. Vaca and Mr. Van de Ven served as members of the Governance, Compensation and Nominating Committee. No such individual is, or was during 2020,2022, an officer or employee of Comerica or any of its subsidiaries, nor was any such member formerly an officer of Comerica or any of its subsidiaries. No executive officer of Comerica served as a director or member of the compensation committee of another entity, one of whose directors or executive officers served as a member of our Board or a member of the Governance, Compensation and Nominating Committee.Table the recommendations of Mr. Farmer, 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"Consultant” on pages 40 to 41page 43 for more information about the compensation consultant retained by the Governance, Compensation and Nominating Committee. Director Compensation Highlights•Comerica maintains director stock ownership guidelines encouraging non-employee directors to own at least 5,000 shares of 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. Of those 5,000 shares, at least 1,000 shares should be beneficially owned within 12 months of the date the non-employee director was initially appointed to the Board.oAs of December 31, 2020, all non-employee directors have met their respective stock ownership guideline levels, based on period of service. •Restricted stock units granted to non-employee directors 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.2023 Proxy Statement 27 Proposal 1: Election of Directors 2020.2022. Employee directors receive no compensation for their Board service. In addition to the compensation described below, each director is reimbursed for reasonable out-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its committees.Elements of 2022 Annual Compensation $105,000 $40,000 Facilitating Director Retainer (cash) $40,000 $35,000 Qualified Legal Compliance Committee Chair and Vice Chair Retainer (cash) $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 $120,000 Elements of 2020 Annual Compensation $ 100,000 $ 30,000 $ 25,000 $ 20,000 $ 10,000 N/A N/A N/A $ 105,000 Footnotes:
the director leaving the Board, except due to death, certain cases of disability or a change in control.(1)28, 2020,26, 2022, each non-employee director received a grant of 2,8651,565 restricted stock units with a fair market value of approximately $105,000$120,000 based on the closing stock price on the date of grant. RSUs are fully vested at the time of grant, generally vesting over three years followingbut don't settle until the dateone-year anniversary of grant.28 2023 Proxy Statement Proposal 1: Election of Directors Comerica'sComerica’s directors who served at any point during the fiscal year ended December 31, 2020.2020 Director Compensation Table Fees Earned
or Paid in
Cash(2)
($) 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
($) 135,000 105,002 — — — — 240,002 110,000 105,002 — — — — 215,002 160,000 105,002 — — — — 265,002 125,000 105,002 — — — — 230,002 110,000 105,002 — — — — 215,002 130,000 105,002 — — — — 235,002 100,000 105,002 — — — — 205,002 110,000 105,002 — — — — 215,002 100,000 105,002 — — — — 205,002 100,000 105,002 — — — — 205,002
or Paid
($)
Awards(3)
($)Option
Awards
($)Non-Equity
Incentive Plan
Compensation
($)
Pension Value
and Nonqualified
Deferred Compensation
Earnings(4)(5)All Other
Compensation
($)Total
($)Nancy Avila 101,250 120,004 — — — — 221,254 Michael E. Collins 142,500 120,004 — — — — 262,504 Roger A. Cregg 167,500 120,004 — — — — 287,504 35,357 — — — — — 35,357 Jacqueline P. Kane 132,500 120,004 — — — — 252,504 Richard G. Lindner 111,250 120,004 — — — — 231,254 Barbara R. Smith 141,250 120,004 — — — — 261,254 Robert S. Taubman 101,250 120,004 — — — — 221,254 Reginald M. Turner, Jr. 111,250 120,004 — — — — 231,254 Nina G. Vaca 101,250 120,004 — — — — 221,254 Michael G. Van de Ven 122,857 120,004 — — — — 242,861 Footnotes:20202022 calendar year for Board and committee service. Comerica pays the applicable retainer and meeting fees to each non-employee director on a quarterly basis.20202022 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, 2020.2022. The aggregate number of restricted stock units, including dividend equivalents that were reinvested in restricted stock units, outstanding as of December 31, 20202022 for non-employee directors who served on the Board during 2020,2022, is as follows: Ms. Avila: 1,580 stock units; Mr. Collins: 7,28311,106 stock units; Mr. Cregg: 29,73335,251 stock units; Mr. DeNicola: 29,73331,671 stock units; Ms. Kane: 25,58530,789 stock units; Mr. Lindner: 28,16533,564 stock units; Ms. Smith: 5,7489,456 stock units; Mr. Taubman: 33,03438,800 stock units; Mr. Turner: 32,52238,250 stock units; Ms. Vaca: 25,58530,789 stock units; and Mr. Van de Ven: 7,28311,106 stock units. The restricted stock units can be accelerated due to death, disability or disability."Deferred“Deferred Compensation Plans"Plans” section below. Any 20202022 contributions to non-employee director deferred compensation programs are included in the "Fees“Fees Earned or Paid in Cash"Cash” column, in accordance with SEC rules. This column does not include distributions under non-employee director deferred compensation programs in 20202022 since they were reported in fees earned in the previous years.Comerica'sComerica’s director retirement plans on May 15, 1998, there was no change in the participants'participants’ pension values in 2020.2022. The only non-employee director who both served in 20202022 and who was covered by the retirement plans is Mr. Taubman.Director Compensation Plans2023 Proxy Statement 29 Proposal 1: Election of Directors 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 EquityDirectors participate along with officers and employees in the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive PlansA total of 350,000 shares of Comerica CommonPlan. Stock can be issued as stock options, stock appreciation rights, restricted stock, restricted stock units, cash awards and other equity-based awards may be awarded under the 2015 Incentive Plan for Non-Employee Directors. Please see "Proposal IV- Approval of the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan" for proposed changes to 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 that 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. PROPOSAL II SUBMITTED FOR YOUR VOTERATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe 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, 2021, 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 rotation30 2023 Proxy Statement independent registered public accounting firm. The selection is based on an evaluationAppointment of Ernst & Young's qualifications, experience, quality control processes and results, independence, and past performance. The selection also considers a review of the estimated fees, scope of services, and staffing approach, including coordination of the external auditor's efforts with our internal audit staff. In conjunction with the mandated rotation of the 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 lead engagement partner. This rotation process last occurred in 2017 and will occur again in 2022, with a new individual assuming the role of lead engagement partner. 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 FIRMComerica's Board of Directors Recommends a vote "FOR" this proposal to Ratify the Independent Registered Public Accounting Firm. 2023 Proxy Statement 31 Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm 20202022 and 2019.2022 2021 ($) ($) Audit Fees 3,773,239 2,499,520 Audit-Related Fees 312,483 258,550 Tax Fees 154,741 251,738 All Other Fees 3,827 215,368 4,244,290 3,225,176 2020 2019 $ 3,124,977 $ 3,633,654 283,724 302,369 160,959 126,248 57,722 254,165 $ 3,627,382 $ 4,316,436 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 is compatible with maintaining the independence of Ernst & Young. for fees for products and services other than those described in thethe previous three paragraphs. Those products and services consisted of subscription fees for on-line accounting and tax research tools for both 20202022 and 2019, for an IBOR (interbank offer rate) project in 2019, which provided management with an evaluation of Comerica's transition process2021 and for a projectprojects in 20202021 to perform a Federal Deposit Insurance Corporation fee assessment.Comerica'sComerica’s affiliates provide to mutual funds, collective funds and common trust funds, Comerica from time to time selects, and in limited circumstances employs, outside accountants to perform audit and other services for the investment vehicles. In such cases, Comerica typically uses a request-for-proposal process that has resulted in the selection of Ernst & Young, among other independent registered public accounting firms. In addition, Ernst & Young has agreements with financial servicesComerica'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.32 2023 Proxy Statement Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm 20202022 and December 31, 20192021 were pre-approved by the Audit Committee under its pre-approval policy.2023 Proxy Statement 33 Footnote:(1)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.Audit Committee ReportComerica'sComerica’s financial reporting process on behalf 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 NYSE and the SEC. In addition to its duties regarding oversight of Comerica'sComerica’s financial reporting process, including as it relates to the integrity of the financial statements, the independent registered public accounting firm'sfirm’s qualifications and independence and the performance of the independent registered public accounting firm and Comerica'sComerica’s internal audit function, the Audit Committee also has sole authority to appoint or replace the independent registered public accounting firm and is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm as provided in Rule 10A-3 under the Securities Exchange Act of 1934. The 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. Management has primary responsibility for the financial statements, reporting processes and system of internal controls. In fulfilling its oversight responsibilities, among other things, the Audit Committee reviewed and discussed the audited financial statements included in 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 the 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 byapplicable requirements of the Public Company Accounting Oversight Board.accountant'saccountant’s communications with the Audit Committee concerning independence. The Audit Committee 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 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, 20202022 for filing with the SEC.T. Kevin DeNicola22, 2021
John D. Buchanan, 34 2023 Proxy Statement Chief Legal Officer and Corporate Secretary
Responsibility
Executive Officer since 2015Mr. Buchanan, 57, has been November 2021August 2015) and Chief Legal Officer and Corporate Secretary (since January 2016) ofNovember 2021), Comerica Incorporated and Comerica Bank; previously, he served as BankGeneral Counsel and Corporate Secretary (February 2012 to August 2015)Communications & Executive Administration (2010-November 2021), Federal Reserve Bank of Dallas (regulatory agency).
Comerica Incorporated
Executive Officer since 2010Ms. Burkhart, 49, has beenBank.
Executive Officer since March 2020Mr. Carr, 53, has been Bank; previously, he served as Bank and , Wells Fargo Bank, N.A.
2023 Proxy Statement 35
Executive Officers
Executive Officer since May 2020Ms. Chausse, 55, has been (since May 2020); she previously served as May 2020) andJanuary 2023), Executive Director of Commercial Underwriting (February 2017 to May 2020) and Executive Director, Business Banking (July 2013 to February 2017), Comerica Bank.
Enterprise Technology & Operations ServicesOperating Officer
Executive Officer since March 2020Ms. Crespi, 47, has been (since March 2020)(March 2020 to January 2023), Comerica Incorporated and Comerica Bank; prior to that, she was Bank and , Ally FinancialFinancial.Financial
Executive Officer since 2008Mr. Farmer, 58, has been ; , Comerica Incorporated and Comerica BankBank. He has also been a directorBank2018.2018
36 2023 Proxy Statement 
Executive Officer since 2022
CFO
Chief Financial Officer
Executive Officer since 2019Mr. Herzog, 58, has been(since November 2011)(November 2011 to January 2023), Interim Chief Financial Officer (September 2019 to February 2020) and Treasurer (November 2011 to February 2020), Comerica Incorporated and Comerica Bank.
Bank
Executive Officer since April 2020Ms. McKinney, 60, has been (since April 1,; and , Comerica BankBank (since 2005)Director of Product and Sales Management (2005-2011), Comerica Bank.Bank
2023 Proxy Statement 37 Executive Officers 
Executive Officer since 2016Ms. Moore, 58, has been , and General Auditor (since May 2016), Comerica Incorporated and Comerica Bank, and Deputy General Auditor (September 2013 to May 2016), Comerica Incorporated and Comerica BankBank.
Bank
Executive Officer since 2019Mr. Oberg, 51, has been(since January 2017), and Senior Vice President (October 2007(January 2017 to January 2017)2023), Comerica Incorporated and Comerica Bank.Bank
SVPCAO
Chief Accounting Officer
Executive Officer since 2018Mr. Ortiz, 42, has been(since February 2015),(February 2015 to July 2021) and Assistant Controller (February 2015 to January 2018), Comerica Incorporated and Comerica BankBank.
38 2023 Proxy Statement Executive Officers Commercial Bank
and Chief Banking Officer
Executive Officer from 2015-2018 and May 2019- PresentMr. Sefzik, 45, has been 2019-Present(since July 2018)(July 2018 to January 2023), Comerica Incorporated and Comerica Bank; BankIncorporated;Incorporated and President —- Texas Market (September 2015 to July 2018) and Senior Vice President (April 2010 to September 2015), Comerica Bank.
Bank
Executive Officer since 2019Mr. Weber, 58, has been (since February 2012) and Chief Marketing Officer (February 2012 to January 2020); and , Comerica IncorporatedIncorporated.Incorporated
Table2023 Proxy Statement 39 ContentsPROPOSAL III SUBMITTED FOR YOUR VOTEAPPROVAL OF A NON-BINDING, ADVISORY PROPOSAL APPROVING EXECUTIVE COMPENSATIONThe Board of Directors recommends that you vote "FOR"the proposal set forth below.The Governance, Compensation and Nominating Committee (the "Committee") annually reviews Comerica's compensation programs to ensure that they demonstrate a strong pay-for-performance link, reflect good governance and are consistent with appropriate industry practices. These programs are described in the "Compensation Discussion and Analysis" section, the compensation tables and the related narrative discussion. As outlined in the "Compensation Discussion and Analysis" section, our compensation programs are structured to align the interests of our executives with the interests of our shareholders, to attract, retain and motivate superior executive talent; to provide a competitive advantage within the banking industry; to create a framework that delivers pay commensurate with financial results over the short and long-term; and to reduce incentives for unnecessary and excessive risk-taking.The Board strongly supports Comerica's executive pay practices and, as required pursuant to Section 14A of the Securities Exchange Act of 1934, asks shareholders to support its executive compensation program by approving the following resolution:RESOLVED, that the shareholders of Comerica Incorporated approve, on an advisory basis, 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 2022 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.COMPENSATION DISCUSSION AND ANALYSISThe Board of Directors Recommends a vote “FOR” this proposal to approve Executive Compensation. 40 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Summary Compensation 2020Executive Summary 2022 Compensation Highlights Management and the Governance, Compensation and Nominating(the "Committee") of the Board of Directors met eightsix times during 2020, including two specialin 2022. In addition to those meetings, called for the purpose of discussing the unprecedented challenges posed by the COVID-19 pandemic. In particular, the Committee discussed impacts on Comerica's financial plan and performance, potential strategies to appropriately assess 2020 performance, the retention of talent, and potential changes to incentive programs for 2021. In total, senior members of management met with Ms. Kane, the Committee Chair, either formally or informally, at least twice a quarter. Theeight times during the year, and the CEO had individual updates with each member of the Committee at least quarterly in addition to anyfour times during the year.meetings.The 2020 financial planreviewed and affirmed Comerica's peer group, contemplated new rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, monitored the performance of Comerica's incentive plans and discussed Comerica's human capital strategy and talent development. Comerica's pay-for-performance philosophy was established atdemonstrated by the beginningyear, prior to the escalation of theCOVID-19 pandemic, and the resulting rapid decrease in interest rates. After robust discussion, and despiteabove-target payout for the highly unusual circumstances, the Committee determined not to make any changes to the 2020 annual2022 short-term cash incentive plan awards(AEI) driven by strong results for the senior leadership team or to any outstanding long-term performance awards (SELTPP) (2018-2020, 2019-2021earnings per share and 2020-2022 performance periods), including with respect to performance goals, due to the COVID-19 pandemic.Because of the ongoing uncertainty of COVID-19, management and the Committee worked throughout 2020 to thoughtfully plan the 2021 senior executive programs. Changes incorporate additional performance metrics, heavier weighting on relative performance, and lower funding at threshold performance levels. These changes are detailed in the section titled "Looking Forward — 2021 Compensation Design Changes".2020 Named Executive Officers 2020, Comerica's2022, Comerica’s named executive officers ("NEOs"(“NEOs”) were as follows: Name Named Executive OfficersOccupation Curtis C. Farmer Chairman, President and Chief Executive Officer James J. Herzog (1)Senior Executive Vice President and Chief Financial Officer (1) Peter L. Sefzik J. McGregor CarrExecutive Vice President, Wealth Management Megan D. CrespiSenior Executive Vice President and Chief Enterprise Technology & Operations ServicesBanking Officer Jay K. ObergSenior Executive Vice President and Chief Risk Officer Megan D. Crespi Senior Executive Vice President and Chief Operating Officer Former Executive Vice President, Chief Legal Officer, and Corporate Secretary Herzog was promoted to this roleBuchanan left Comerica in February 2020. He served as Executive Vice President, Treasurer and Interim Chief Financial Officer from September 2019 until February 2020.Shareholder Outreach & Compensation Philosophy SHAREHOLDER OUTREACH Shareholder Outreach Comerica'sComerica’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'sComerica’s performance, we receive feedback frequently from our investors at investor conferences, in which we participate at least quarterly, and during one-on-one visits with investors held either in-person or virtually. Comerica regularly solicits input from shareholders specifically aimed at supporting an ongoing dialogue to address governance, compensation, environmental and social issues and other topics of interest.2020,2022, as is our customary practice, we reached out to our top 25 shareholders, who collectively hold approximately 55% 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.95%96% of our shareholders voted for our 2020 "Say2022 “Say On Pay"Pay” proposal. We considered this strong shareholder support for our executive compensation and governance programs. Shareholder support has been above 90% for the last fourseveral years. Accordingly, the Committee believes that our compensation 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. Keeping with those principles, the Committee did evolveretained the structure of our plansput in place in 2021 for 2021 to provide2022 as it provides a more robust view of performance, including human capital, and alignaligns both short and long-term objectives. For additional details please see pages 53-56.2023 Proxy Statement 41 COMPENSATION PHILOSOPHY Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Compensation Philosophy Comerica'sComerica’s stock. This balanced approach towards compensation supports our business strategies, aligns with our pay-for-performance philosophy, and is reinforced through sound compensation governance to mitigate excessive risk.What We Do Have:What We Don't Have: 
••Employment agreements ••Excise tax gross-up payments for current change of control agreements entered into after 2008 and will not include this provision in future agreements •, including the use of compensation that vests over multiple time periods based on a variety of performance metrics•Modified single-trigger severance for change of control agreements entered into after 2008 and will not include this provision in future agreements ••Repricing or replacing of underwater stock options or SARs without shareholder approval •Vested restricted stock unitsAwards are settled in Comerica Common Stock on the first anniversary of the director'sdirector’s separation of service from the Board•Pledging or hedging shares by employees or directors is prohibited •• Non-independent directors on the compensation committee: the entire Committee meets SEC and NYSE independence requirements • •
Employment agreements 42 2023 Proxy Statement ROLES AND RESPONSIBILITIES Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Roles and Responsibilities ("(“FW Cook"Cook”) to act as its independent consultant. FW Cook reports directly to the Committee and performs no other work for Comerica. Each year the Committee undertakes an evaluation of FW Cook'sCook’s primary representative regarding advice and counsel, quality and accuracy of data and information provided, and overall service. Following such review in 2020,2022, the relationship was extended through July 2021.2020,2022, the Committee analyzed if hiring FW Cook would raise a conflict of interest. The Committee performed this analysis by taking into consideration the following factors:Cook'sCook’s total revenueCommittee'sCommittee’s individual advisorCommittee'sCommittee’s evaluation of FW Cook'sCook’s independence, Comerica did not pay any fees to FW Cook in 20202022 other than in connection with work performed for the Committee. During the analysis, FW Cook'sCook’s primary representative to the Committee indicated that fees paid annually to FW Cook by Comerica are less than 1% of FW Cook'sCook’s annual consolidated total revenue. He also discussed with the Committee various policies developed by FW Cook to safeguard the independence of the compensation advice it provides; indicated that he has no personal or business relationship with Committee members or executive officers at Comerica; indicated that he is not aware of any personal or business relationship between Comerica'sComerica’s executive officers and FW Cook; and indicated that neither he nor his immediate family membersFW Cook own any Comerica shares. The Committee determined, based on its analysis of the above factors that the work of FW Cook and the individual compensation advisors employed by FW Cook as compensation consultants to the Committee has not presented any conflict of interest.shareholders'shareholders’ interestscompensation.compensation2023 Proxy Statement 43 PEER GROUP AND BENCHMARKING Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Peer Group and Benchmarking net income, and market capitalization), business models, geographic locations and competition for talent. The same peer group is used in making financial comparisons for purposes of investor presentations. FW Cook provides feedback on the construct of the peer group.For 2020, Citizens Financial Group, Inc. and Synovus Financial Corporation were added to the peer group to replace BB&T Corporation and SunTrust Banks, Inc. due to their merger. 2020 Peer Group•BOK Financial Corp. •KeyCorpRegions Financial Corp. ••Synovus Financial Corporation Cullen/Frost Bankers, Inc. KeyCorp Zions Bancorporation Fifth Third Bancorp M&T Bank Corp. •Cullen/Frost Bankers, Inc.•Regions Financial Corp.•Fifth Third Bancorp•Synovus Financial Corporation•First Horizon National Corp.•Zions Bancorporation•Huntington Bancshares Inc.group'sgroup’s proxy data. Recognizing that peers may be bigger or smaller than Comerica, and that officer positions listed in the proxy vary from company to company, 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 company performance, historical compensation, as well as the scope of each position, to determine total compensation for the NEOs. We strive to be at the median of the marketplace on all elements of total compensation and expect variable compensation to increase or decrease relative to the median based on performance. Once total compensation targets are established, they are reviewed in relation to the market data to ensure they are both appropriate and competitive.44 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Compensation Elements & 20202022 Pay ActionsPAY MIX ALLOCATION Pay Mix Allocation "pay-for-performance."“pay-for-performance.” Placing more emphasis on pay-for-performance helps to incentivize and reward long-term value creation, which aligns with shareholder interests. This is evidenced by the fact that 82%85% of our CEO'sCEO’s total target direct compensation opportunity is variable or "at-risk."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 SELTPP units, RSUs and stock options. The emphasis on variable compensation is illustrated below.
BASE SALARY Base Salary NEO'sNEO’s performance, experience, time in the position, contribution and internal parity. In determining if an adjustment should be made during our annual merit cycle, the CEO (when considering the performance of NEOs other than himself) and the Committee primarily consider the NEO'sNEO’s performance against the prior year'syear’s goals, along with any changes in responsibilities. To promote a performance culture, increases are not automatic or guaranteed.hired prior to 2020, which were effective February 2020.January 2022. Salary increases at the beginning of the year included a standard merit increase and also recognized individual performance, experience, criticality of the position and market data.Over his 12-year tenure with Comerica Mr. Farmer has held various leadership roles, giving him breadth of knowledge and allowing for a smooth transition into the role of Chairman at the beginning of 2020. The transition was planned well in advance and occurred over most of 2019, allowing Mr. Farmer access to the former CEO and Chairman's knowledge and experience. In addition, Comerica's Board of Directors are each experienced business leaders with a strong understanding of Comerica's business practices. Mr. Farmer's salary includes a promotional increase for assuming the Chairman title.Mr. Herzog received an increase in his base salary upon his promotion to the role of Chief Financial Officer in February 2020. Mr. Buchanan received an ordinary course merit increase in base salary in February 2020. Mr. Carr and Ms. Crespi's base salaries were set upon their hire in March 2020. Name Base Salary
as of
1/1/2020 Base Salary
as of
12/31/2020 % Increase Notes Mr. Farmer $900,000 $975,000 8.3% Became Chairman (in addition to being CEO) in
January 2020 and to better align with market Mr. Herzog $360,000 $525,000 45.8% Includes promotion to CFO in
February 2020 Mr. Carr N/A $535,000 N/A Salary at hire in March 2020 Ms. Crespi N/A $500,000 N/A Salary at hire in March 2020 Mr. Buchanan $633,000 $648,825 2.5% Merit increase 2023 Proxy Statement 45 INCENTIVE COMPENSATION Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Name
as of
1/1/2022
as of
12/31/2022% Increase Notes Mr. Farmer 1,015,000 1,050,000 3.4 Merit Increase Mr. Herzog 570,000 625,000 9.6 Larger increase to better align with market Mr. Sefzik 560,000 600,000 7.1 Larger increase to better align with market Mr. Oberg 525,500 541,500 3.0 Merit increase Ms. Crespi 535,000 560,000 4.7 Merit increase Mr. Buchanan 661,825 675,000 2.0 Salary at time of departure Incentive Compensation Short-Term SUMMARY OF 2020 INCENTIVE COMPENSATIONLong-Term AEI SELTPP Stock OptionRSU Cash Performance
ProgramShort-TermEquity Performance
ProgramLong-TermEquity IncentiveEquity Incentive AEISELTPPStock OptionRSU Cash PerformanceProgramEquity PerformanceProgramEquity IncentiveEquity Incentive 1-year Measurement
Period (2020)(2022)3-year Prospective
Measurement Period
(20202022 – 2022)2024)4-year Vesting Schedule 5-year4-year Vesting Schedule Absolute EPS ExcludingNon-Performance Items(75%)Absolute ROCE ExcludingNon-Performance ItemsExercise price is set to the
closing price on the date of
grant Relative ROCE Strategic Initiatives (20%) Absolute ROA Excluding Non-Performance Items (25%)Relative TSR – negative modifier 46 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation and a negative relative TSR modifier to align executives'executives’ interests with those of shareholdersANNUAL EXECUTIVE INCENTIVE (SHORT-TERM CASH INCENTIVE) Annual Executive Incentive (Short-Term Cash Incentive) 325)375), participate in the AEI. The AEI is awarded pursuant to Comerica's shareholder-approvedComerica’s Management Incentive Plan ("MIP"(“MIP”). This program measures Comerica'sComerica’s absolute performance for one-year earnings per share ("EPS") excluding non-performance items ("MIP EPS")EPS, MIP Efficiency Ratio and return on average assets ("ROA") excluding non-performance items ("MIP ROA")strategic initiatives against internal goals. We selected these metrics because they are commonly used by investorsprovide a balance of financial, operational and analysts to evaluateorganizational health metrics. Incorporating strategic initiatives allows for a financial institution's performance. In addition, unlike other metrics that may be calculated differently, these metrics have a generally prescribed formula that may be easily validated.more robust view of performance and ensures 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 of Comerica areperformance is the foundation of a responsible incentive program that rewards performanceachievement without encouraging participants to take excessive risk. Factors such as prior year performance, the forecasted economic and regulatory environment and strategic initiatives are all considered when establishing target performance.75%ROAEfficiency Ratio versus goal – weighted 25%
Funding:(50%(25%)2%3% for every 1% below target performance.performanceofficer'sofficer’s base salary to calculate individual funding:Level Target Maximum CEO 150% 300% CFO 90% 180% Other NEOs 80% 160% Level Target Maximum CEO 125% 250% CFO 90% 180% Other NEOs 80% 160% NEO'sNEO’s performance. To help evaluate individual performance andNEO'sNEO’s award, performance assessments are utilized. The2023 Proxy Statement 47 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation CEO'sCEO’s individual performance based on accomplishment of key priorities, leadership, community involvement and overall performance of the Company.2020EPS is calculated based on net income attributed or allocated to common shares, and ROA is calculated based on net income. For AEI targets, the net income measures use net charge-offs in lieu of provision expense. Additionally, the after-tax impact of any adjustments related to a change in accounting principle, results from discontinued operations, merger/acquisition charges, changes in the corporate tax rate and restructuring charges incurred during the year, if applicable, are added back to reported net income available to common shareholders and net income to determineROA, respectively. Efficiency Ratio goals were set in early 2022 reflecting cautious optimism about the economy and recognizing Comerica's plan to continue investments in growth and technology. Comerica’s historical practice when setting annual goals has been not to forecast interest rate changes into the planning process, as interest rate changes are outside the control of management. Comerica's interest rate sensitivity, however, is based on management decisions; therefore, a collar of 50% for changes in interest rates was applied to calculate performance, helping to ensure management decisions are appropriately reflected in performance against goals.2022 Annual Corporate Performance Metric Threshold Target Max CMA
Actual PerformanceAchievement MIP EPS $3.46 $4.61 $5.76 $6.83 148% MIP Efficiency Ratio 84% 67% 50% 62.01% 107.5% Strategic Initiatives - Human Capital 75% 100% 125% 112.5% 112.5% Strategic Initiatives - Income Growth 75% 100% 125% 100% 100% Payout Calculation 200% 48 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation MIP EPS + MIP Efficiency Ratio + Strategic Initiatives = Total Achievement 148% X 65% = 96% 108% X 15% = 16% 106% X 20% = 21% 96% + 16% + 21% = 134% Funding Percentage Calculation Target Actual Achievement Funding Percentage After Applying Funding Cap 100% 134% 100%+(4 X 34%) = 234% 200% 2020,2022, the use of net charge-offs in lieu of provision expense in calculatingand applying the interest rate collar collectively decreased net income and net income attributed or allocatedattributable to common shares increased both measures by $263$217 million (after-tax).2020 MIP EPS, and MIP ROA were set in January 2020, prior toapplying the escalation of the COVID-19 pandemic, but following interest rate declines in 2019, resulting in a goal that was lower than 2019, but still robust. Comerica's historical practice when setting annual goals was notcollar reduced revenues used to forecast interest rate changes into the planning process. Actions takencalculate efficiency ratio by the Federal Reserve in response to COVID-19, coupled with the economic shut-down, hindered Comerica's performance against goal.The Committee met several times to discuss how to assess performance during 2020, given the unique challenges of the year and Comerica's progress against planned performance. Ultimately, management recommended, and the Committee decided, not to make any adjustments to the AEI payout for the senior leadership team, which resulted in funding at 54% of target.The table below outlines the MIP EPS and MIP ROA goals set at the beginning of 2020 and the achievement against plan. 2020 Annual Corporate Performance
Metric CMA
Goal CMA
Actual Performance Achievement $6.53 $5.14 79% 1.29% 0.91% 71% Total Weighted Achievement 77% Total Funding as a Percent of Target 54% 
Funding Percentage Calculation
20202022 AEI expressed as a percentage of base salary. Mr. Farmer'sFarmer’s award was determined by the Committee, utilizing the corporate funding level as the baseline, as well as an assessment ofassessing his performance against objectives laid out at the beginning of the year along withand considering his continued leadership response to COVID.Curtis C. Farmer – Performance Highlights•Responded to the COVID crisis by implementing Comerica's programs to support both communities and colleagues:oFunded $3.9 billion of PPP loans.oProvided customer assistance in the form of waiver of overdraft balances to ensure customers received the full amount of consumer stimulus payments and considered loan deferrals and fee waivers as appropriate.oGranted stipends to help cover unexpected dependent- and elder-care costs, as well as no-cost health care benefits pertaining to COVID-19 and free telehealth visits for colleagues.oColleagues whose functions required them to be physically present were eligible for additional "Promise Pay." •Executed key leadership transitions due to retirements of executive officers and developed strong working relationships within the Management Executive Committee. •Expanded interaction with key stakeholders (regulators, investors and customers). •Supported and sponsored social justice, diversity and inclusion activities across the organization and within the communities Comerica serves. •Managed treasury strategies around capital and liquidity. •Developed and executed strategic initiatives to drive financial results and evolve technology.James J. Herzog – Performance Highlights•Executed the capital plan and liquidity management, including successful preferred stock issuance. •Ensured maintenance of appropriate levels of capital and liquidity through the pandemic. •Oversaw the transition to CECL loan loss reserve standard in a challenging economic year.•Collaborated on the development of short and long-term financial plans. •Supported diversity, inclusion and volunteer activities throughout the organization. •Developed stronger relationships with shareholders and the investment community, including increased outreach as the pandemic took hold. •Continued focus on talent development across the Finance Department. •Worked with business leaders to balance expense control and infrastructure investment. •Maintained focus on supplier diversity and sustainability goals, supporting Comerica's achievement of several sustainability milestones in 2020. •Transitioned fully into the CFO role.John D. Buchanan – Performance Highlights•Advised on legal and regulatory aspects of the PPP and other COVID responses.•Administered governance matters for the Board of Directors and Board Committees.•Supported Comerica's 2020 priorities around revenue growth, customer experience, operational excellence, talent management and risk management. •Provided counsel and input regarding regulatory matters as well as litigation issues. •Demonstrated leadership within the department and across the organization as well as supported Comerica's diversity and inclusion goals. •Directed legal affairs in all areas, including legal compliance with federal and state laws, rules and regulations. •Achieved 2020 department financial goals. •Appropriately managed risk and provided guidance across the organization.J. McGregor Carr – Performance Highlights•Successfully transitioned into the Executive Director of Wealth Management position and effectively led the Wealth Management team through the pandemic.•Executed team-based approach to identify growth opportunities and accelerated activity for the 1849 program. •Expanded Institutional Trust product offerings. •Supported diversity, inclusion and social justice activities throughout the organization. •Provided key insights in establishing Comerica's 2021 priorities and strategic initiatives. •Collaborated with other lines of business to expand customer relationships. •Achieved 2020 department financial goals. •Appropriately managed risk and provided guidance across the organization.Megan D. Crespi – Performance Highlights•Successfully transitioned into the Chief Enterprise Technology & Operations Services role. •Played a critical role in the execution of the PPP by enabling automation.•Focused on executing key technology programs, including digital transformation, payment platform enhancements, expanded use of automation and improved data analytics. •Collaborated with other lines of business to drive results. •Helped develop Comerica's Return to Office plan for post pandemic. •Supported social impact goals through volunteerism and supplier diversity. •Strengthened human capital by executing against employee engagement goals. •Expanded capabilities via talent development and attracting talent for key positions within her business unit.2023 Proxy Statement 49 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 50 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation NEOs'NEOs’ AEI awards, at the full corporate funding amounts, which equates to 54%ranging from 98.7% - 100% of target funding. TheName Individual Award
($)Individual Target as
a Percent of Base
(%)Individual Award as
a Percent of Target
(%)Mr. Farmer 3,150,000 150 % 200 % Mr. Herzog 1,125,000 90 % 200 % Mr. Sefzik 960,000 80 % 200 % Mr. Oberg 855,000 80 % 197 % Ms. Crespi 896,000 80 % 200 % Committee has the ability to use negative discretion to further reduce the awards below target based on individual performance butdo so in 2020. Individual Award Individual Target as
a Percent of Base Individual Award as
a Percent of Target $658,125 125.0% 54% $255,150 90.0% 54% $192,600 80.0% 54% $162,000 80.0% 54% $280,292 80.0% 54% (1)Mr. Carr's and Ms. Crespi's targets are pro-rated using the normal AEI targets associated with each of the positions held during the year.LONG-TERM INCENTIVES Long-Term Incentives you can seebe seen in the chart below.
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.
RSUs2023 Proxy Statement 51 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 25%30% of the equity awards. Theawards and shares vest 50% in year two, 25% in year three and 25% in year four and 25% in year five for all awardees.
SELTPPThe SELTPP is a forward-looking equity performance program. The awards are full value awards that are subject to robust performance measures.SELTPP Dividends accrue over the life of the vesting period and are only paid out if the RSUs vest. Metrics:•Comerica's average return on common equity ("ROCE") excluding certain non-performance items ("SELTPP ROCE") versus goal. For years impacted by CECL (as defined below), SELTPP ROCE is calculated utilizing net charge-offs instead of provision for credit losses.•RelativeFeatures: matrix incorporating absolute and relative measurements, expanded TSR modifier.
In order to establish the three-year SELTPP ROCE, Comerica's Finance and Human Resources departments work together to model several possible performance outcomes based on various economic and operating factors. The results of this modeling are analyzed to set a goal which can be achieved with solid, sustained performance over the measurement period. Utilizing this analysis, the Committee establishes the performance goal for the three-year measurement period. The targets represent strong, yet achievable levels of performance based on current information available and various future scenarios.TSR, measured against the KBW Bank Index, acts as a negative modifier that can reduce the payout percentage. TSR performance cannot increase the payout percentage.Measurement Period:•Three-year prospective.Target Awards:•Target awards are granted at the beginning of the measurement period.•A payout percentage will be calculated based on Comerica's long-term SELTPP ROCE versus the goal.•The SELTPP ROCE calculated payout percentage will be reduced by 10 percentage points if Comerica's three-year TSR ranks in the bottom quartile of the KBW Bank Index.Key Features:•50% of the target award will be distributed at threshold performance.•100% of the target award will be distributed if the SELTPP ROCE goal is achieved.•150% of the target award will be delivered at maximum performance.•The TSR modifier can reduce the award but cannot increase the award.•If threshold SELTPP ROCE performance is not achieved, the target award is forfeited.•The same payout percentage will be applied 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 SELTPP ROCE performance is not achieved, the target SELTPP award is forfeited.20202022 Long-Term Incentive Awards20202020,2022, are composed of SELTPP units (65%(60%), RSUs (25%(30%) and stock options (10%). A substantial portion of 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 stock price. The target equity award for each individual wasis a dollar value determined based on the NEO'sNEO’s position, experience, contribution and internal parity, as well as competitiveness of equity values compared to market data compiled by the Committee'sCommittee’s independent compensation consultant. Equity values are reviewed on the basis of both their monetary value and as a percentage of salary.executive'sexecutive’s target award if it deems it appropriate.52 2023 Proxy Statement Stock Option
Grant Restricted
Stock Grant SELTPP Grant
(Target) Total Equity
Grant Value $326,141 $812,425 $2,050,151 $3,188,716 $80,093 $200,123 $504,806 $785,022 $62,606 $156,551 $394,853 $614,010 $58,486 $646,153 $369,001 $1,073,639 $74,336 $185,030 $467,336 $726,702 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2022 Grants NEO Stock Option
Grant
($)Restricted Stock
Unit Grant
($)SELTPP Grant
(Target)
($)Total Equity
Grant Value
($)Mr. Farmer 426,853 1,260,014 2,594,338 4,281,205 Mr. Herzog 121,994 360,136 741,035 1,223,165 Mr. Sefzik 111,870 330,048 679,560 1,121,478 Mr. Oberg 71,121 210,157 432,231 713,509 Ms. Crespi 66,059 194,881 401,732 662,672 77,196 228,210 469,402 774,808 Carr's and Ms. Crespi'sBuchanan's 2022 awards consist of their new hire awards.2020Committee determined not to make any changes to outstanding SELTPP awards (2018-2020, 2019-2021 andunits for the 2020-2022 performance periods) due to COVID-19, as these are multi-year awards.SELTPP units granted in 2018 were eligible to vest based on Comerica'speriod measured only absolute SELTPP ROCE overand utilized relative TSR as a three-year period (2018-2020) relative to a goal SELTPP ROCE establishednegative modifier. Specifics of the plan design are provided below.performance period. As shownmeasurement period in January 2020.table below,2nd quartile for three-year TSR, which had no impact to the approved payout was 112% of target, reflecting two strong years of ROCE performance (2018 and 2019) and lower ROCE in 2020 given the challenges brought on by the pandemic, as well as the impact of the TSR modifier. .2018-20202020-2022 SELTPP cycle outside of the pre-established non-performance items set at the beginning of the performance period.2020-2022 SELTPP Performance Metric Target Actual
AchievementPayout
as a % of
Target AwardNegative
Modifier
Applied3 Year Average ROCE Excluding Non-Performance Items 12.0% 13.4% 108.7% TSR Modifier 2nd Quartile No 2023 Proxy Statement 53 Target Actual
Achievement Payout
as a % of
Target Award Negative
Modifier
Applied 12.0% 14.15% 112.0% Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Name 2020 Target Award
(#)Performance Adjusted
Shares DistributedMr. Farmer 33,450 36,360 Mr. Herzog 8,785 9,549 Mr. Sefzik 6,200 6,739 Mr. Oberg 6,020 6,543 Ms. Crespi 12,745 13,852 2018 Target Award Performance Adjusted
Shares Distributed 10,235 11,463 1,880 2,105 4,735 5,303
June 2022.Carr and Ms. Crespi joined ComericaBuchanan's 2020-2022 SELTPP award was forfeited upon his separation in 2020, making them ineligible for an award under the 2018 SELTPP.Performance targets for theare resetROCE goal is determined each year after robust discussion based on the interest rate environment, in combination with expectations for otherof key performance factors, such as revenue generation, loan and deposit growth, credit quality, expense management and economic outlookoutlook. When setting the absolute SELTPP ROCE goal, the Committee considers the design of the awards (which balances the absolute metric against a peer ranking and credit quality. Whilea TSR measure). Additionally, since this is a long-term goal with various potential future scenarios, there is a wide payout range. The 2022-2024 SELTPP targets increased substantiallyROCE target of 8-10%, which was set in January 2022, remained consistent with the prior year due to the continued COVID-19 impact, an uncertain economy and the desire to maintain stability in the second year of a new design. It also reflected the interest rate environment at the time of grant and a longer-term view of performance. The Committee reexamined the target for the 2019 performance period,2023-2025 SELTPP ROCE grants and made a measured increase in the target was lowered in 2020. Comerica's business model is sensitive to interest rate movements, and the Federal Reserve began reducing its benchmark rates in 2019 (25 basis point reductions in each of August, September and October 2019). Following the 2020 grant, in March 2020, the Federal Reserve dramatically cut rates 150 basis points in response to the challenging operating environment due to COVID. In light of 2020 challenges andbased on the current economic environment the entire SELTPP award granted in 2019 is at riskand expected performance (in light of being forfeited.Former Plan - Single Absolute Metric Current Plan - Blended Metrics 2020-2022
Performance Period2021-2023
Performance Period2022-2024
Performance PeriodMeasurement Type Absolute Absolute Relative (%tile) Absolute Relative (%tile) Target 12.0% 9.0% 50th 9.0% 50th Threshold 8.0% 3.0% 25th 3.0% 25th Target Range 11.0%-13.0% 8.0%-10.0% 50th-75th 8.0%-10.0% 50th-75th Maximum 18.0% 15.0% 75th 15.0% 75th TSR Modifier –10% for bottom
quartile+/–15% for top/bottom
quartile+/–15% for top/bottom
quartile SELTPP ROCE Targets for Outstanding Grants 2018-2020
Performance Period 2019-2021
Performance Period 2020-2022
Performance Period Target 12.0% 17.0% 12.0% Threshold 8.0% 13.0% 8.0% Target Range 11.0%-13.0% 16.0%-18.0% 11.0%-13.0% Maximum 16.0% 21.0% 18.0% TSR Modifier –10% for bottom
quartile –10% for bottom
quartile –10% for bottom
quartile ROCE is calculated based on net income. For SELTPP targets, the net income measure uses net charge-offs in lieu of provision for years impacted by the Current Expected Credit Loss model, or CECL. Additionally, the after-tax impact of any adjustments related to a change in accounting principle, results from discontinued operations, merger/acquisition charges, changes in the corporate tax rate and restructuring charges incurred during the year, if applicable, are added back to reported net income to determine SELTPP ROCE. One-year computations are completed and averaged over the three-year performance period to determine SELTPP ROCE over a three-year period. For the awards made with respect to performance periods ending December 31, 2020, adjustments of $41 million (after-tax) were made to Comerica's 2018 ROCE, for restructuring charges related to GEAR Up, and the use of net charge-offs in lieu of provision expense increased 2020 net income by $263 million (after-tax).OTHER BENEFITS PROGRAMS AND COMPENSATION Other Benefits Programs and Compensation 54 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation providesprovided a match on qualifying contributions, provided the employee does not make any withdrawals during the applicable time period. Employees canperiod, and employees could receive a 15% quarterly match and a 5% annual match, with total match dollars capped at$5,000 $5,000 per employee per year. A new ESPP plan is being presented for shareholder approval at the 2021 Annual Meeting. See "Proposal V Submitted for your Vote — Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan" for more details.Comerica'shis or hertheir home after marketing the home for 90 days. The relocation policy includes a clawback provision that requires the employee to reimburse Comerica for all or part of the relocation expenses if the employee terminates voluntarily or is terminated for cause within a specified amount of time after receiving the benefits.participant'sparticipant’s achievement of age and service requirements. See "Potential“Potential Payments upon Termination or Change of Control at Fiscal Year-End 2020"2022” for more information.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.
.("RIA"(“RIA”) and the Supplemental Retirement Income Account Plan for Employees of Comerica Incorporated ("SRIA"(“SRIA”).Features:RIA/RIA and 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% plan provides contribution credits and interest at the same level as the RIA for compensation in excess of the IRS pay cap, which was $285,000$305,000 in 2020,2022, and on compensation that is deferred under Comerica'sComerica’s deferred compensation plans.2023 Proxy Statement 55 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation SRIA Plans."Pension“Pension Benefits at Fiscal Year-End 2020"2022” table and accompanying text.
Executive Security PERQUISITE POLICY generallyprovided executive security to Mr. Farmer due to explicit threats made to him and his personal residence related to his role as Chairman, President and CEO. In the “All Other Compensation” column of the Summary Compensation Table, we have reflected certain costs associated with the security services. Although Comerica does not providebelieve that these services are compensatory in nature, we believe we are required to classify them as personal benefits in this proxy statement.officers. However,officers for competitive 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 available to employees at all levels). These benefits include executive financial planning services that were provided in addition to the financial planning benefit that is available generally to all employees, and, for Mr. Farmer, occasional personal use of the corporate aircraft. The use of corporate aircraft is subject to a formal program, approved by the Committee, that sets forth the criteria and procedures applicable to its use and typically requires reimbursement to the company for expenses incurred for personal trips. Additionally, spouses or guests of named executive officers may be provided travel and/or entertainment benefits related to business events at which their attendance is expected and appropriate, such as corporate recognition events or trips, recruiting meals or social events held for marketing or other business purposes.Looking Forward – 2023 Compensation Design extraordinary circumstances and uncertainty posed by the COVID-19 pandemic,changes made starting in 2021, the Committee made an exceptiondecided not to its perquisite policy early in the COVID-19 pandemic and required the CEO to use Comerica's corporate aircraft on a single personal trip. Because of the potential difficulties with social distancing on commercial flights, the exception was made to alleviate the potential negative consequences that Comerica could experience if the CEO were to contract COVID-19. The incremental cost of Mr. Farmer's use of Comerica aircraft for personal travel in 2020 was $21,249. Exceptions were not made for other personal trips later in the year. LOOKING FORWARD – 2021 COMPENSATION DESIGN CHANGES The Committee met several times throughout 2020 to review each of our incentive programs, evaluating effectiveness, competitiveness and alignment with corporate and shareholder goals. The Committee determined that the COVID-19 pandemic highlighted Comerica's reliance on a limited number of metrics within the incentive plans, which may not provide a full picture of performance or sufficiently allow Comerica to emphasize strategic initiatives that are intended to drive long-term results. As a result,make any changes were made to the AEIprograms but will continue to monitor and long-term incentives. Additional changes may be madeevaluate them to ensure they are operating as intended. As previously disclosed, in January 2023, Comerica promoted Messrs. Herzog, Sefzik and Oberg and Ms. Crespi to the peer group based on industry consolidation. Details on such changes are provided below.Peer GroupSince last year's review, one peer,level of Senior Executive Vice President, and accordingly increased their salaries and individual incentive targets. Additionally, due to the merger of First Horizon National Corp., merged with and IberiaBank Corporation (as noted last year) and other transactions have been announced in the industry. The Committee is inindustry, the processCommitt reviewing the peer group for 2021.AEIWhile reviewed each year, the current AEI program has been in place2023 and relatively unchanged since 2014. Over the coursedecided to add two new institutions for 2023: Western Alliance Bancorporation and Webster Financial Corporation. Both organizations have assets of 2020, a comprehensive review of the plan design was undertaken to identify changes that would expand the view of performance~$70 billion, similar business models and allow emphasis of strategic goals. Importantly, as part of this refresh, corporate funding at threshold performance was decreased from 50% of target to 25% of target. This change makes funding decrease faster when the goals are notachieved. The chart below details plan changes approved by the Committee beginning with the 2021 performance period. Feature2020 AEI2021 AEIBOK Financial Corp. Huntington Bancshares Inc. Synovus Financial CorporationCitizens Financial Group, Inc. KeyCorp Metrics & Weighting•MIP EPS vs plan / 75%•MIP ROA vs plan / 25%•MIP EPS vs plan / 65%•Efficiency Ratio (adjusted for non-performance items) vs plan / 15%•Strategic Initiatives / 20%Webster Financial Corporation Cullen/Frost Bankers, Inc. M&T Bank Corp. Western Alliance BancorporationFifth Third Bancorp Measurement PeriodRegions Financial Corp.One year prospectiveOne year prospectiveZions Bancorporation First Horizon National Corp. Corporate Funding Below 75% of GoalNo FundingNo Funding 75% of GoalThreshold Funding of 50%Threshold Funding of 25% 100% of GoalTarget Funding of 100%Target Funding of 100% 125% of GoalMaximum Funding of 200%Maximum Funding of 200% Funding Scale•Increases 4% for every 1% of achievement above Target performance.•Decreases 2% for every 1% below target performance.•Increases 4% for every 1% of achievement above Target performance. •Decreases 3% for every 1% below target performance. Performance Goals for the 2021 AEI•EPS. EPS provides a comprehensive view of performance, is a commonly used financial metric and aligns with shareholder value. For the 2021 AEI target, EPS will be measured excluding non-performance items, using net charge-offs in lieu of provision and applying an interest rate collar of 50%. The interest rate collar reduces the volatility in the AEI funding by limiting the positive or negative impact from interest rate movement which is inherent in Comerica's business model, but still captures Comerica's ability to manage interest rate sensitivity to some extent. •Efficiency Ratio. Efficiency ratio, which is replacing return on assets as a plan metric, ensures a focus on expenses and making strategic investments. It is commonly used to assess financial performance and also is transparent. Compared to return on assets, efficiency ratio does not experience the same levels of volatility due to accounting changes in credit reserves or in times of high liquidity, as the U.S. has recently experienced. For the 2021 AEI target, efficiency ratio will be measured excluding non-performance items and applying an interest rate collar of 50%. •Strategic Initiatives. Incorporating strategic initiatives provides a broader view of performance and management's actions to ensure long-term success. Strategic initiatives for 2021 will include items such as human capital measures (i.e., employee engagement and diversity and inclusion) and progress on key business initiatives.Long-term IncentivesSELTPP:In 2021, the SELTPP program was redesigned to include relative ROCE metrics in addition to absolute ROCE. The Committee believes the combination of absolute and relative measurementsrecognizes the need to perform against our absolute goals while also holding management accountable for performance against peers within the banking industry. Absolute ROCE will exclude certain non-performance items and use provision in lieu of net charge-offs in calculating net income to provide a more consistent target (SELTPP ROCE).The existing relative TSR modifier was expanded to adjust the final payout both positively and negatively. Although the TSR modifier will allow for a positive adjustment to recognize Comerica's outperformance versus peers, the maximum payout under the program remains capped at 150% of target. Relative ROCE and TSR performance will both be measured compared with the KBW Bank Index.The 2021 SELTPP awards will fund based on a matrix, where the payout will be determined by achievement against both absolute and relative performance targets for three-year average ROCE over the performance period. The same rigor was applied in setting the absolute target so it will be achievable with solid, sustained performance while continuing to enhance shareholder value. However, as the 2021 SELTPP absolute target was determined in January 2021, in a continuing difficult economic backdrop, it is lower than prior years. Absolute SELTPP ROCE will be targeted at 8-10%, with no funding for performance below 3% regardless of relative performance. Additionally, even if Comerica achieves a maximum absolute SELTPP ROCE of 15% but ranks in the last quartile for relative performance, the plan will pay out at 75%. The impact of interest rate changes is capped in the event of a national emergency. The TSR modifier of plus or minus 15 percentage points will be applied following determination of the payout matrix. Regardless of performance, the plan will not fund higher than 150% of target, and the entire award will be forfeited if minimum performance levels are not achieved.RSU:Our stock program structure is benchmarked regularly against peers. Comerica has historically been an outlier by having a longer vesting period for our time-based restricted stock units. To better align with market and still keep the retentive nature of the awards, the vesting period was shortened from five years to four years, with 50% of the award vesting in two years after the date of grant and 25% of the award vesting three and four years post grant.Stock Options:No changes were made to stock options, but the mix of the equity awards was adjusted.Mix:In addition to the longer vesting period for RSUs compared to market, Comerica's performance share program has generally been weighted more heavily than peers. As part of the incentive re-design, the Committee shifted the mix slightly to better align with market. The SELTPP weighting for the NEOs was reduced by 5% to 60%. RSU weighting was increased by 5% to 30% for the NEOs. The stock option weighting at 10% remains unchanged.Targets:Target award levels were also reviewed by the Committee to ensure alignment with market practice and internal responsibility for each NEO. Historically, only the CEO and the CFO had a dollar target amount for equity awards while target award values for all other positions were based on a percentage of salary. To allow more flexibility and refinement in establishing pay levels that are aligned to market, the Committee elected to convert from percentage of salary targets to dollar targets for select Executive Vice Presidents (EVP Level II). All 2021 dollar-based targets for NEOsalign with the 2020 salary percentage target except for Mr. Herzog. His long-term incentive target was increased to better align with market and continued growth in the CFO role. 2021 Incentive Targets NEO Target AEI as a % of
Base Salary Target LTI Value
($) Notes Mr. Farmer 135% $3,250,000 AEI target was increased for 2021 to align with market. Mr. Herzog 90% $900,000 LTI target increased for 2021 to align with market and reflect growth in the CFO role. Mr. Buchanan 80% $760,000 Mr. Carr 80% $625,000 Ms. Crespi 80% $585,000 A summary of the changes is provided in the chart below.56 2023 Proxy Statement Long-Term Incentive Comparison SELTPPRSUStock Option 2020 & Prior2021 & Beyond2020 & Prior2021 & BeyondNo Change Equity PerformanceProgramEquity PerformanceProgramEquity IncentiveEquity IncentiveEquity Incentive 3-year ProspectiveMeasurement Period3-year ProspectiveMeasurement Period5-year Vesting4-year Vesting4-year VestingScheduleAbsolute SELTPPROCEAbsolute SELTPPROCE50% year 350% year 2Exercise price isset to the closingprice on the date
Proposal 3: Approval of grantRelative ROCEPercentile Rank25% year 4 & 525% year 3 & 4Relative TSR –negative modifierRelative TSR –positive andnegative modifier60% of NEO Mix65% of NEO Mix25% of NEO Mix30% of NEO Mix10% of NEO Mix a Non-Binding, Advisory Proposal Approving Executive CompensationOther Compensation Practices and Policies STOCK OWNERSHIP GUIDELINES Stock Ownership Guidelines guideline, he/sheguidelines, they will be required to retain 50% of all after-tax shares from RSArestricted stock ("RSA") or RSU vestings or stock option exercises. Internal
Grade Level Salary
Multiple CEOInternalGrade LevelSalaryMultiple6X CEO6XSr. EVP/EVP (Level II) 3X EVP (Level I) 2X restricted stock ("RSAs")RSAs or RSUs;participant.Comerica's stock price was unusually volatile during 2020 due to global events, and the average stock price was not reflective of the price range for much of 2020. However, assenior officer.2020, all2022, none of the active NEOs who havehad held their applicablecurrent title for at least five years met their respective salary multiples using Comerica's December 31, 2020years; however, Mr. Farmer has exceeded his stock price and their respective salaries on that date.RESTRICTIONS ON HEDGING AND PLEDGING Restrictions on Hedging and Pledging Comerica'sComerica’s equity securities either granted to the employee or director as part of their compensation or beneficially owned by such director, employee or any of their family members. 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 AGREEMENTS Employment Contracts and Severance or Change of Control Agreements "Employment Period"“Employment Period”).2023 Proxy Statement 57 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 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; andCurrent 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. after 2008 do not includea restrictive covenants and general release agreement (the “Separation Agreement”) under which Mr. Buchanan provided a general release of claims in favor of Comerica and its affiliates and agreed to be bound by certain restrictive covenants (including two-year non-solicitation restrictions that prohibit him from soliciting the excise tax benefitcustomers and window period provisions. Furthermore, Comericaemployees of Comerica) without the consent of Comerica. The Separation Agreement also includes general non-disparagement and cooperation provisions and provides that Mr. Buchanan will not include these provisionsuse, commercialize or disclose Comerica’s confidential information to any person or entity, except to such individuals as approved by Comerica in new agreements going forward.writing prior to any such disclosure or as otherwise required by law. In exchange for the general release and other covenants contained in the Separation Agreement, Comerica paid Mr. Buchanan a lump sum cash payment of approximately $2.5 million. All unvested equity awards granted to Mr. Buchanan were forfeited in accordance with their terms.58 2023 Proxy Statement DEDUCTIBILITY OF EXECUTIVE COMPENSATION Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Deductibility of Executive Compensation company'scompany’s corporate income tax deduction for compensation to $1 million per year for certain executives. Historically, this limit did not apply to compensation that qualified as "performance-based" and Comerica generally designed its incentive compensation in a manner intended to comply with this exception. On December 22, 2017, with the enactment of the tax reform bill, the performance-based compensation award exception under Section 162(m) was eliminated, and asAs a result, compensation paid to our NEOs in excess of $1 million may not be deductible.Despite the change in law,deductible for federal tax purposes. While tax deductibility is one of several factors that the Committee intendsmay consider in determining compensation, it reserves the flexibility to continue to implementdesign and maintain executive compensation programsarrangements that it believes are competitivecompetitive. Competitive compensation will best attract and inretain executive talent, and thereby advance the best interests of the Company and its shareholders. Accordingly, the Committee may approve compensatory arrangements (including amendments to existing compensatory arrangements) that provide for non-deductible payments or benefits when it determines thatshareholders, even if such arrangements are consistent with the Company's business needs and in the best interest ofcompensation is not deductible by the Company and its shareholders.$10.4$12.4 million of compensation related to the fiscal year ended December 31, 20202022 is non-deductible. For illustrative purposes, if the estimated costs were all disallowed in 2020,2022, at an approximately 21% federal tax rate, the aggregate cost to Comerica associated with the inability to deduct this compensation would be approximately $2.2$2.6 million, or approximately $0.02 per share outstanding as of December 31, 2020.2022. The ultimate timing and tax implications may vary.STOCK GRANTING POLICY Stock Granting Policy Comerica'sPolicy.Policy, which is periodically reviewed and updated by the Committee. In general, the policy states that annual stock-based grants to eligible employees will be made once per year during the first regularly scheduled meeting of the Committee in a calendar year. This meeting typically takes place toward the end of January, and the exercise price of stock options is the closing price of Comerica'sComerica’s stock on the grant date.Comerica'sComerica’s stock on the grant date. Other off-cycle awards are normally approved at a regularly scheduled meeting of the Committee or a special meeting of the Committee adjacent to a regularly scheduled Board meeting, and the grant date is the date of the Committee meeting. Additionally, the Off-Cycle Equity Grant Subcommittee or, in the case of non-executive officers, the CEO or the Chief Human Resources Officer, may make off-cycle option, restricted stock or RSU grants to existing employees for promotions and for retention purposes. Such grants are generally made on the same schedule as new hire grants (using approval date in lieu of start date) and may not exceed 15,000 shares per individual per calendar year if made by the Off-Cycle Equity Grant Subcommittee, or 5,000 shares per individual per calendar year if made by the CEO.CLAWBACK POLICIES Clawback Policies , Sarbanes OxleySarbanes-Oxley Act of 2002, 2023 Proxy Statement 59 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation , RSAs or 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.COMPENSATION POLICIES AND PROCEDURES THAT AFFECT RISK MANAGEMENT Compensation Policies and Procedures That Affect Risk Management plan'splan’s design and implementation. We use incentive compensation plans as part of the total rewards offered to a significant number of employees, as well as our executive officers. In this section, we describe some of our policies regarding use and management 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.MIP, which is the vehicle that provides the AEI.MIP. Participating employees generally have broader, Comerica-wide and/orcommission plans that measure salesfinancial results and customer satisfaction.PlanExamples of plan design features that could increase risk, if not for the presence of mitigating factors, have been identified as follows: uncapped sales commissions, plans with significant maximum payouts, and plans without a linkno linkage to corporate performance or business line results. FW Cook assists the Committee in assessing risks for senior officer compensation. All of our plans have links to corporate or business line resultsresults; are either subject to the recoupment policy or conditioned on the participant not taking risks that allow for fundingmaterially adversely impact Comerica; and are subject to be adjusted downward, and our governance procedures ensureensuring awards are reviewed for appropriateness before they are distributed.2020, Comerica's management leveraged prior reviews by2022, McLagan Partners, Inc. (“McLagan”), ("McLagan") a nationally known consulting firm, to expand our back-testingperformed an assessment of certain of our non-executive employee compensation plans. Theplans and reviewed their features and governance practices. Comerica's management leveraged this review to inform plan design and governance processes. Comerica performs back-testing helpson a biennial basis to help ensure the plans are working as intended and align with our pay-for-60 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation in-linein line with Comerica'sComerica’s risk appetite and our governance practices were sound. All back-testing and findings were presented to the Committee in 2020.roles;roles, having employees in different roles work in concert with one another so that one individual cannot take risky actions independently and 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 a systematic methodology to review our entire population based on their job function and specifically considered the inherent risk associated with each position to identify our risk-taking employees. Clear identification of the "risk takers"“risk takers” allows Comerica to ensure their compensation arrangements do not encourage excessive risk-taking.holdbacks and cancellation provisions at the individual and plan level. Overall incentive plan funding calculations are based on business results. The allocation of the resulting incentive pools to specific executives, on the other hand, is based on each such executive'sexecutive’s individual performance, pursuant to manager recommendations("BUIOC"(“BUIOC”) comprised of executives who, each year, review and approve incentive plans for non-executive officers. The BUIOC was established by the Committee. MembersSelect members of our executive steering committeeManagement Executive Committee are responsible for reviewing incentive awards and/or award components for risk-taking employees that are based on management discretion, ensuring a robust review of incentive plans from design to payout. In addition, a key risk leader working group identifies risks throughout the organization which could have an impact on incentives. Items identified by this group are shared with the CEO and the Committeeothers as appropriate to consider when reviewing recommended incentive awards. This helps to ensure we are evaluating compensation on a comprehensive basis and in the context of risk outcomes and behaviors.provisions.provisions. The recoupment policy was implemented in 2010 and expanded to cover additional officers in 2016. It is explained more fully on pages 59-60.page 59. The forfeiture provisions also are explained more fully on page 60.60.line'sline’s or Comerica'sComerica’s results.Comerica'sComerica’s employee compensation plans are not reasonably likely to have a material adverse effect on Comerica. Further, it is both the Committee'sCommittee’s and management'smanagement’s intent to continue to review our plans and procedures going forward by monitoring regulations and best practices with regard to sound incentive compensation.2023 Proxy Statement 61 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Governance, Compensation and Nominating Committee Report Andand Nominating Committee Report is not deemed to be soliciting material or to be filed for purposes of the Securities Exchange Act of 1934, 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, and shall not be otherwise deemed filed under such acts.Comerica'sComerica’s proxy statement.23, 202128, 202362 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Tables 2020.20202022, as well as John D. Buchanan, who would have been included in the last category but for the fact that he was not serving as an executive officer at the end of the fiscal year ended December 31, 2022.Name and
Principal
Position (a)Year
($)
($)
Awards(3)
($)
Award(4)
($)
Incentive Plan
Compensation(5)
($)
Pension Value
and Nonqualified
Deferred Compensation
Earnings(6)
($)
Compensation
($)Total
($)Curtis C. Farmer 2022 1,047,442 — 3,854,352 426,853 3,150,000 187,153 67,564 8,733,364 Chairman, President and Chief Executive Officer 2021 1,015,827 — 3,430,854 374,728 2,740,500 114,858 19,327 7,696,094 2020 976,154 — 2,862,575 326,141 658,125 158,455 32,649 5,014,099 James J. Herzog 2022 620,981 — 1,101,171 121,994 1,125,000 — 12,200 2,981,346 Senior Executive Vice President and Chief Financial Officer 2021 568,731 — 950,153 103,826 1,026,000 19,894 11,600 2,680,204 2020 505,596 — 704,929 80,093 255,150 429,177 11,400 1,986,345 Peter L. Sefzik 2022 597,077 — 1,009,608 111,870 960,000 — 27,200 2,705,755 Senior Executive Vice President and Chief Banking Officer 2021 561,000 — 794,097 86,751 896,000 11,349 18,915 2,368,112 2020 546,654 25,560 530,611 60,459 235,440 312,771 11,400 1,722,895 Jay K. Oberg 2022 540,331 — 642,388 71,121 855,000 — 12,200 2,121,040 Senior Executive Vice President and Chief Risk Officer 2021 526,713 — 738,909 80,692 830,000 14,203 11,600 2,202,117 2020 517,692 — 515,158 58,700 222,480 292,387 11,400 1,617,817 Megan D. Crespi 2022 558,173 — 596,613 66,059 896,000 51,071 11,142 2,179,058 Senior Executive Vice President and Chief Operating Officer 2021 534,365 9,000 619,636 67,657 856,000 19,477 10,619 2,116,754 2020 392,308 100,000 1,015,154 58,486 162,000 — 3,075 1,731,023 2022 316,897 — 697,612 77,196 — 68,612 2,523,200 3,683,517 Former Executive Vice President, Chief Legal Officer, and Corporate Secretary 2021 663,371 — 803,295 87,761 1,030,000 64,458 11,600 2,660,485 2020 652,477 — 652,366 74,336 280,292 94,524 11,400 1,765,395 Name and Principal
Position (a) Year Salary(1)
($) Bonus(2)
($) Stock
Awards(3)
($) Option
Award(4)
($) Non-Equity
Incentive
Plan
Compensation(5)
($) Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings(6)
($) All Other
Compensation(7)(8)
($) Total
($) 2020 976,154 0 2,862,575 326,141 658,125 158,455 32,649 5,014,099 2019 874,731 0 2,688,783 294,158 964,800 178,833 11,200 5,012,505 2018 765,231 0 1,329,325 149,629 1,586,718 145,803 11,000 3,987,706 2020 505,596 0 704,929 80,093 255,150 429,177 11,400 1,986,345 2019 335,812 0 251,362 27,615 241,920 486,471 11,200 1,354,380 2020 450,635 500,000 551,404 62,606 192,600 0 330,251 (9) 2,087,496 2020 392,308 100,000 1,015,154 58,486 162,000 0 3,075 1,731,023 2020 652,477 0 652,366 74,336 280,292 94,524 11,400 1,765,395 2019 633,666 0 639,321 70,373 486,144 98,398 11,200 1,939,102 2018 610,692 0 614,941 69,281 961,184 73,155 11,000 2,340,253 Footnotes:16, 2021.As Mr. Carr and Ms. Crespi to join Comerica, they were eachshe was provided a signing bonus of $500,000 and $100,000 respectively.Comerica'sComerica’s Annual Report on Form 10-K for the year ended December 31, 2020.2022. See the "2020“2022 Grants of Plan-Based Awards"Awards” table below for information on awards made in 2020.2022.2023 Proxy Statement 63 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Name 2022 2021 2020 Mr. Farmer $3,891,507 $3,464,424 $3,075,226 Mr. Herzog $1,111,505 $959,450 $757,209 Mr. Sefzik $1,019,340 $802,019 $569,997 Mr. Oberg $648,299 $746,291 $553,449 Ms. Crespi $602,550 $625,516 $553,501 Mr. Buchanan $704,055 $811,307 $701,004 2020 2019 2018 $ 3,075,226 $ 2,908,027 $ 1,431,774 $ 757,209 $ 271,218 N/A $ 592,279 N/A N/A $ 553,501 N/A N/A $ 701,004 $ 690,211 $ 662,379 "2020“2022 Grants of Plan-Based Awards"Awards” table below for information on awards made in 2020.2022. The binomial value assigned to an option as of each grant date is as follows:Grant Date Option Value 01/28/2020 $13.03 02/25/2020 $11.72 04/15/2020 $5.80 04/30/2020 $7.19 01/26/2021 $18.36 01/25/2022 $25.31 Grant Date Option Value $ 30.32 $ 22.27 $ 21.95 $ 13.03 $ 11.72 $ 6.05 $ 5.80 $ 7.19 Comerica'sComerica’s Annual Report on Form 10-K for the year ended December 31, 2020.Comerica'sComerica’s MIP based on Comerica'sComerica’s performance for the relevant performance periods.individual'sindividual’s accumulated benefit under the RIA and SRIA. For Messrs. Herzog, Oberg and Sefzik, their numbers were $(688,109), (420,924) and (437,360), respectively. Pursuant to SEC rules, because the changes were negative, the table reflects a change of “0.” Please see "Pension“Pension Benefits at Fiscal Year-End 2020"2022” for more information.64 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2020include a matching contribution under Comerica's 401(k) savings plan and, if applicable, the ESPPwere as follows:NEO 401(k) Match
($)Perquisites and Other Personal Benefits
($)ESPP
($)Mr. Farmer 12,200 55,364 (a) — — Mr. Herzog 12,200 — — — Mr. Sefzik 12,200 15,000 (b) — — Mr. Oberg 12,200 — — — Ms. Crespi 11,142 — — — Mr. Buchanan 12,200 — — 2,511,000 NEO 401(k) Match ESPP Match $ 11,400 — $ 11,400 — $ 10,165 — $ 3,075 — $ 11,400 — (8)Includesa.The amount shown for Mr. Farmer represents the incremental cost of Mr. Farmer's use of Comerica aircraft for personal travel in 2020 of $21,249. The incremental cost to Comerica of personalfinancial planning, security, the use of corporate aircraft use is calculated based on actualdue to a commercial flight hours, crewcancellation, spouse travel and entertainment benefits and disability insurance coverage. During 2022, security-related expenses catering fees, landing fees and fuel surcharge forthe trip taken bywere elevated due to explicit threats to Mr. Farmer and his spouse. Sincepersonal residence.aircraft is used primarily for business travel, we do not includeincremental cost to Comerica of financial planning and disability insurance coverage.calculation depreciation costs.(9)To induce Mr. Carr to accept an employment offer with Comerica, he was provided relocation benefits in 2020 pursuant to Comerica's relocation policy. Mr. Carr's relocation expenses totaled $320,086, including tax assistance of $68,102. See page 52 for more information on the relocation policy.2023 Proxy Statement 65 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 20202022 under Comerica'sComerica’s Amended and Restated 2018 Long-Term Incentive Plan, as well as potential payouts for each of the NEOs under the AEI for the 20202022 annual performance period. For more information on our AEI plan, see the "Annual“Annual Executive Incentive (AEI)"(Short-Term Cash Incentive)” section of the "Compensation“Compensation Discussion and Analysis,"” and for our equity compensation plan, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis." 2020”
Equity Incentive
Stock
Awards:
Number of Shares of Stock or
Units(5)
Option
Awards:
Number of
Securities Underlying
Options(6)
or Base
Price of
Option Awards
($/Sh) (7)
Date Fair
Value of
Stock
and
Option Awards
($)(8)Award
TypeDate
Award
ApprovedGrant
DateThreshold
($)Target
($)
($)Threshold
(#)Target
(#)
(#)Curtis C. Farmer Cash Incentive 393,750 1,575,000 3,150,000 SELTPP Units 01/25/2022 01/25/2022 13,610 27,220 40,830 2,594,338 RSUs 01/25/2022 01/25/2022 13,610 1,260,014 Options 01/25/2022 01/25/2022 16,865 92.58 426,853 James J. Herzog Cash Incentive 140,625 562,500 1,125,000 SELTPP Units 01/25/2022 01/25/2022 3,887 7,775 11,662 741,035 RSUs 01/25/2022 01/25/2022 3,890 360,136 Options 01/25/2022 01/25/2022 4,820 92.58 121,994 Peter L. Sefzik Cash Incentive 120,000 480,000 960,000 SELTPP Units 01/25/2022 01/25/2022 3,565 7,130 10,695 679,560 RSUs 01/25/2022 01/25/2022 3,565 330,048 Options 01/25/2022 01/25/2022 4,420 92.58 111,870 Jay K. Oberg Cash Incentive 108,300 433,200 866,400 SELTPP Units 01/25/2022 01/25/2022 2,267 4,535 6,802 432,231 RSUs 01/25/2022 01/25/2022 2,270 210,157 Options 01/25/2022 01/25/2022 2,810 92.58 71,121 Megan D. Crespi Cash Incentive 112,000 448,000 896,000 SELTPP Units 01/25/2022 01/25/2022 2,107 4,215 6,322 401,732 RSUs 01/25/2022 01/25/2022 2,105 194,881 Options 01/25/2022 01/25/2022 2,610 92.58 66,059 Cash Incentive — — — SELTPP Units 01/25/2022 01/25/2022 2,462 4,925 7,387 469,402 RSUs 01/25/2022 01/25/2022 2,465 228,210 Options 01/25/2022 01/25/2022 3,050 92.58 77,196 Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(8) Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1) Estimated Possible Payouts Under
Equity Incentive Plan Awards(3) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(5) All Other
Option
Awards:
Number of
Securities
Underlying
Options(6) Exercise
or Base
Price of
Option
Awards
($/Sh)(7) Award Type Date
Award
Approved Grant
Date Threshold
($) Target
($) Maximum(2)
($) Threshold
(#) Target
(#) Maximum(4)
(#) Cash Incentive 609,375 1,218,750 2,437,500 SELTPP Units 1/28/2020 1/28/2020 16,725 33,450 50,175 2,050,151 RSUs 1/28/2020 1/28/2020 12,865 812,425 Options 1/28/2020 1/28/2020 25,030 63.15 326,141 Cash Incentive 236,250 472,500 945,000 SELTPP Units 1/28/2020 1/28/2020 1,667 3,335 5,002 204,402 2/25/2020 2/25/2020 2,725 5,450 8,175 300,404 RSUs 1/28/2020 1/28/2020 1,285 81,148 2/25/2020 2/25/2020 2,095 118,975 Options 1/28/2020 1/28/2020 2,495 63.15 32,510 2/25/2020 2/25/2020 4,060 56.79 47,583 Cash Incentive 178,333 356,667 713,333 SELTPP Units 3/31/2020 3/31/2020 5,085 10,170 15,255 289,642 4/30/2020 4/30/2020 1,555 3,110 4,665 105,211 RSUs 3/31/2020 3/31/2020 3,910 114,719 4/30/2020 4/30/2020 1,200 41,832 Options 3/31/2020 3/31/2020 7,585 29.34 45,889 4/30/2020 4/30/2020 2,325 34.86 16,717 Cash Incentive 150,000 300,000 600,000 SELTPP Units 4/15/2020 4/15/2020 4,752 9,505 14,257 259,391 4/30/2020 4/30/2020 1,620 3,240 4,860 109,609 RSUs 4/15/2020 4/15/2020 17,780 499,974 4/15/2020 4/15/2020 3,655 102,779 4/30/2020 4/30/2020 1,245 43,401 Options 4/15/2020 4/15/2020 7,090 28.12 41,122 4/30/2020 4/30/2020 2,415 34.86 17,364 Cash Incentive 259,530 519,060 1,038,120 SELTPP Units 1/28/2020 1/28/2020 3,812 7,625 11,437 467,336 RSUs 1/28/2020 1/28/2020 2,930 185,030 Options 1/28/2020 1/28/2020 5,705 63.15 74,336 Footnotes:2020.2022. Incentives actually earned under the AEI for the 20202022 performance period are shown in the Non-Equity Incentive Compensation Plan column of the 20202022 Summary Compensation Table."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. There is the possibility of no incentive funding if Comerica does not meet its performance objectives.66 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2020.2022. The SELTPP units vest after December 31, 2022,2024, the end of the three-year performance period, once the attainment of the performance measures has been determined. An additional SELTPP grant was made to Mr. Herzog in February 2020 in recognition of his promotion to CFO. New hire SELTPP grants were made to Mr. Carr and Ms. Crespi in March and April 2020. 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 SELTPP ROCE performance threshold is not achieved. 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 downward modifier applied 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 in cash at distribution with the same performance factor applied."Compensation“Compensation Discussion and Analysis"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.2020. An additional RSU grant was made to Mr. Herzog in February 2020 in recognition of his promotion to CFO. New hire grants were made to Ms. Crespi and Mr. Carr in March and April 2020.2022. Unless an award is forfeited prior to vesting, RSUs vest 50% on the thirdsecond anniversary of the grant date and vest 25% on each of the third and fourth and fifth anniversaries of the grant date. Ms. Crespi's new hire grants included one RSU award which, unless forfeited prior to vesting, will vest 100% on the third anniversary of the grant date. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.2020. An additional stock option grant was made to Mr. Herzog in February 2020 in recognition of his promotion to CFO. New hire stock option grants were made to Mr. Carr and Ms. Crespi in March and April 2020.2022. Option awards generally have a 10-year term and become exercisable annually in 25% increments.2020.2022. The value of the SELTPP units arewas calculated by a third-party accounting firm using the fair value (at grant date) lesswith a 2.95%percentage of stock price adjustment of 102.95% for market condition, resulting in an assigned fair values as follows: Date Assigned Fair Values NEO $ 61.29 Messrs. Farmer, Herzog, Buchanan $ 55.12 Mr. Herzog $ 28.48 Mr. Carr $ 27.29 Ms. Crespi $ 33.83 Mr. Carr, Ms. Crespi valuesvalue assigned to the option grants were as follows:is $25.31.2023 Proxy Statement 67 Date Binomial Values NEO $ 13.03 Messrs. Farmer, Herzog, Buchanan $ 11.72 Mr. Herzog $ 6.05 Mr. Carr $ 5.80 Ms. Crespi $ 7.19 Mr. Carr, Ms. Crespi Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation RSA, RSU and SELTPP unit grants awarded under Comerica'sComerica’s equity incentive plans for each NEO that were outstanding as of December 31, 2020.2022. The market value of the stock awards is based on the closing market price of Comerica Common Stock on December 31, 202030, 2022 of $55.86$66.85 per share. Mr. Buchanan did not have any outstanding equity awards as of that date. For more information on our equity compensation plans, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis."2020Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options
(#)
UnexercisableOption
Exercise
Price
($)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 — 16,865 (1) 92.58 1/25/2032 13,610 (9) 909,829 40,830 (20) 2,729,486 5,102 15,308 (2) 60.12 1/26/2031 18,650 (10) 1,246,753 55,950 (21) 3,740,258 12,515 12,515 (3) 63.15 1/28/2030 12,865 (11) 860,025 5,025 1,675 (4) 79.01 4/23/2029 2,373 (12) 158,635 4,953 1,652 (5) 80.17 1/22/2029 2,340 (13) 156,429 4,935 — 95.25 1/23/2028 985 (14) 65,847 4,272 — 67.66 1/24/2027 36,360 (19) 2,430,666 5,648 — 32.97 1/26/2026 1,805 — 42.32 1/27/2025 James J. Herzog — 4,820 (1) 92.58 1/25/2032 3,890 (9) 260,047 11,662 (20) 779,605 1,413 4,242 (2) 60.12 1/26/2031 5,165 (10) 345,280 15,495 (21) 1,035,841 2,030 2,030 (6) 56.79 2/25/2030 2,095 (15) 140,051 1,247 1,248 (3) 63.15 1/28/2030 1,285 (11) 85,902 930 310 (5) 80.17 1/22/2029 440 (13) 29,414 905 — 95.25 1/23/2028 182 (14) 12,167 912 — 67.66 1/24/2027 9,549 (19) 638,350 584 — 32.97 1/26/2026 Peter L. Sefzik — 4,420 (1) 92.58 1/25/2032 3,565 (9) 238,320 10,695 (20) 714,961 — 3,544 (2) 60.12 1/26/2031 4,315 (10) 288,458 12,952 (21) 865,841 — 2,320 (3) 63.15 1/28/2030 2,385 (11) 159,437 1,931 644 (5) 80.17 1/22/2029 913 (13) 61,034 1,340 — 95.25 1/23/2028 267 (14) 17,849 6,739 (19) 450,502 Jay K. Oberg — 2,810 (1) 92.58 1/25/2032 2,270 (9) 151,750 6,802 (20) 454,714 1,098 3,297 (2) 60.12 1/26/2031 4,015 (10) 268,403 12,052 (21) 805,676 2,252 2,253 (3) 63.15 1/28/2030 2,315 (11) 154,758 1,931 644 (5) 80.17 1/22/2029 913 (13) 61,034 805 — 95.25 1/23/2028 160 (14) 10,696 1,010 — 67.66 1/24/2027 6,543 (19) 437,400 2,130 — 32.97 1/26/2026 2,640 — 42.32 1/27/2025 5 — 49.51 1/21/2024 Megan D. Crespi — 2,610 (1) 92.58 1/25/2032 2,105 (9) 140,719 6,322 (20) 422,626 921 2,764 (2) 60.12 1/26/2031 3,370 (10) 225,285 10,102 (21) 675,319 1,207 1,208 (7) 34.86 4/30/2030 1,245 (16) 83,228 3,545 3,545 (8) 28.12 4/15/2030 3,655 (17) 244,337 17,780 (18) 1,188,593 13,852 (19) 926,006 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
($) - 25,030 (1) 63.15 1/28/2030 12,865 (10) 718,639 33,450 (22) 1,868,517 1,675 5,025 (2) 79.01 4/23/2029 4,745 (11) 265,056 12,250 (23) 684,285 1,651 4,954 (3) 80.17 1/22/2029 4,680 (12) 261,425 2,467 2,468 (4) 95.25 1/23/2028 3,935 (13) 219,809 2,848 1,424 (5) 67.66 1/24/2027 1,248 (14) 69,713 5,648 - 32.97 1/26/2026 1,280 (15) 71,501 1,805 - 42.32 1/27/2025 11,463 (21) 640,323 - 4,060 (6) 56.79 2/25/2030 2,095 (16) 117,027 8,785 (22) 490,730 - 2,495 (1) 63.15 1/28/2030 1,285 (10) 71,780 1,142 (23) 63,792 310 930 (3) 80.17 1/22/2029 880 (12) 49,157 452 453 (4) 95.25 1/23/2028 725 (13) 40,499 608 304 (5) 67.66 1/24/2027 265 (14) 14,803 584 - 32.97 1/26/2026 265 (15) 14,803 2,105 (21) 117,585 - 2,325 (7) 34.86 4/30/2030 1,200 (17) 67,032 13,280 (22) 741,821 - 7,585 (8) 29.34 3/31/2030 3,910 (18) 218,413 - 2,415 (7) 34.86 4/30/2030 1,245 (17) 69,546 12,745 (22) 711,936 - 7,090 (9) 28.12 4/15/2030 17,780 (19) 993,191 3,655 (20) 204,168 - 5,705 (1) 63.15 1/28/2030 2,930 (10) 163,670 7,625 (22) 425,933 790 2,370 (3) 80.17 1/22/2029 2,235 (12) 124,847 2,907 (23) 162,385 1,142 1,143 (4) 95.25 1/23/2028 1,820 (13) 101,665 1,455 728 (5) 67.66 1/24/2027 638 (14) 35,639 3,688 - 32.97 1/26/2026 835 (15) 46,643 5,303 (21) 296,226 Footnotes:(1)2021, 1/28/2022, 1/28/2023 and 1/28/2024.(2)68 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation datesdate of 4/23/2021, 4/23/2022 and 4/23/2023.(3)Options vest annually in 25% increments with remaining vesting dates of 1/22/2021, 1/22/2022, and 1/22/2023.(4)Options vest annually in 25% increments with remaining vesting dates of 1/23/2021 and 1/23/2022.24/2021. 2/25/2021, 2/25/2022, 2/25/2023 and 2/25/2024. The grant was made in recognition of Mr. Herzog's promotion to CFO. 4/30/2021, 4/30/2022, 4/30/2023 and 4/30/2024. The grant was made as a new hire grant for Mr. Carr and Ms. Crespi.3/31/2021, 3/31/2022, 3/31/2023 and 3/31/2024. This grant was made as a new hire grant for Mr. Carr.(9)Options vest annually in 25% increments with a single remaining vesting date of 4/15/2021, 4/15/2022, 4/15/2023 and 4/15/2024. ThisThe grant was made as a new hire grant for Ms. Crespi.(11)Vesting dates for50% of these shares areRSUs vested on 4/23/2022, an additional 25% will vest on 4/23/2023 and the remaining 25% will vest on 4/23/2024. The grant was made in recognition of Mr. Farmer'sFarmer’s promotion to CEO. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(12) vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 1/22/2022, 1/22/2023 and 1/22/2024. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(13)RSUs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 1/23/2021, 1/23/2022 and 1/23/2023. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(14)RSAs vest in increments of 50% in year three and 25% in years four and five. 50% of these RSAsRSUs vested on 1/24/2020, and half of the remaining RSAs22/2022, an additional 25% will vest on each of 1/24/202122/2023, and the remaining 25% will vest on 1/24/2022. Dividends22/2024. Dividend equivalents accumulate throughout the vesting period and are paid out in cash over the vesting period.(15)RSAsat distribution.RSAsRSUs vested on 1/26/2019,23/2021, an additional 25% vested on 1/26/2020,23/2022, and the remaining 25% will vest on 1/26/2021.23/2023. Dividends are paid out in cash over the vesting period.(16)Herzog'sHerzog’s promotion to CFO. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(17)Mr. Carr and Ms. Crespi.(18)As an incentive to join Comerica, Mr. Carr was awarded RSUs on March 31, 2020. RSUs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 3/31/2023, 3/31/2024 and 3/31/2025. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(19)As an incentive to join Comerica, Ms. Crespi was awarded RSUs on April 15, 2020. This tranche of RSUs vests 100% on the third anniversary of the date of grant. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(20)04/4/15/2023, 04/4/15/2024 and 04/4/15/2025. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(21)12/31/2020.December 31, 2022. The Committee made performance-based determinations regarding these units on February 23, 202128, 2023 as follows:Metric Performance MetricPerformance 3-year average SELTPP ROCE 14.15% (122%13.4% (108.7% of target) TSR (relative to KBW Bank Index) 4th 112%108.7% 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.(22)12/31/2022,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 average SELTPP ROCE and on a relative basis for three-year average ROCE with a downward modifier applied 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 in cash with the same performance factor applied. For Mr. Herzog, includes SELTPP units granted in January 2020 as part of the regular cycle grant, as well as SELTPP units granted in February 2020 upon his promotion to CFO. For Mr. Carr and Ms. Crespi, includes SELTPP units granted in March 2020 and April 2020 as an incentive for them to join Comerica. Pursuant to SEC rules, based on Comerica'sComerica’s previous fiscal year'syear’s performance (including TSR performance), the number shown is at targetthe maximum level.(23)12/31/2021,December 31, 2023, 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 performance2023 Proxy Statement 69 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Comerica's 2019Comerica’s 2021 and 20202022 performance (including TSR performance), the number shown is at thresholdthe maximum level.RSAsRSUs and SELTPP unitsRSAs during the fiscal year ended December 31, 20202022 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."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
($)Curtis C. Farmer 0 0 6,320 546,715 (1) James J. Herzog 0 0 754 67,744 (2) Peter L. Sefzik 7,287 215,954 1,365 122,596 (3) Jay K. Oberg 0 0 1,184 106,298 (4) John D. Buchanan 8,600 148,637 1,892 169,978 (5) Option Awards Stock Awards Name Number of Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting
($) 0 0 23,579 1,328,589 0 0 4,723 273,631 0 0 0 0 0 0 0 0 0 0 14,551 781,064 Footnotes:1,2472,340 RSUs vested with a closing market price of $89.70 on 1/22/2022, 983 RSUs vested with a closing market price of $89.70 on 1/23/2022, 625 RSAs vested with a closing market price of $64.73$90.53 on 1/24/2020, 1,2802022, and 2,372 RSUs vested with a closing market price of $80.97 on 4/23/2022.$64.73$90.53 on 1/26/2020, 73224/2022.$62.72$90.53 on 1/27/2020, 1,61524/2022.$35.20$90.53 on 4/28/2020 and 18,705 SELTPP units settled1/24/2022.$56.79$89.70 on 2/25/2020.(2)Upon the lapse1/22/2022, 455 RSUs vested with a closing market price of restrictions, 265$89.70 on 1/23/2022, and 320 RSAs vested with a closing market price of $64.73$90.53 on 1/24/2020, 265 RSAs vested2022.a closing market price of $64.73 on 1/26/2020, 203 RSAs vested with a closing market price of $62.72 on 1/27/2020exercise prices as follows: 2,183 stock options at $85.86, 2,370 stock options at $85.88, 2,852 stock options at $85.81, and 3,990 SELTPP units settled with a closing market price of $56.79 on 2/25/2020.(3)Upon the lapse of restrictions, 637 RSAs vested with a closing market price of $64.73 on 1/24/2020, 835 RSAs vested with a closing market price of $64.73 on 1/26/2020, 3,517 RSAs vested with a closing market price of $40.59 on 9/15/2020 and 9,562 SELTPP units settled with a closing market price of $56.79 on 2/25/2020.70 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 20202022(1)Name Plan Name Number of
Years
Credited
Service
(#)Present
Value of
Accumulated
Benefit
($)Payments
During Last
Fiscal Year
($)RIA 14.00 540,631 — Curtis C. Farmer SRIA 14.00 289,005 — Total Pension Value 829,636 — RIA 38.42 2,096,185 — James J. Herzog SRIA 38.42 170,191 — Total Pension Value 2,266,376 — RIA 22.17 737,575 — Peter L. Sefzik SRIA 22.17 99,198 — Total Pension Value 836,773 — RIA 30.50 883,325 — Jay K. Oberg SRIA 30.50 87,877 — Total Pension Value 971,202 — RIA 2.00 23,163 — Megan D. Crespi SRIA 2.00 47,385 — Total Pension Value 70,548 — RIA 7.00 324,345 — John D. Buchanan SRIA 7.00 105,377 — Total Pension Value 429,722 — Plan Name Number of
Years
Credited
Service
(#) Present Value of
Accumulated
Benefit
($) Payments
During
Last Fiscal
Year
($) RIA 12.00 78,518 - SRIA 12.00 449,106 - Total Pension Value 527,624 - RIA 36.42 2,262,950 - SRIA 36.42 671,640 - Total Pension Value 2,934,590 - RIA N/A N/A - SRIA N/A N/A - Total Pension Value N/A - RIA N/A N/A - SRIA N/A N/A - Total Pension Value N/A - RIA 5.00 69,505 - SRIA 5.00 227,148 - Total Pension Value 296,653 - Footnotes:
This table shows the actuarial present value of accumulated benefits payable to the NEOs, based on the final average monthly compensationeligible pay and the number of years of service credited atthrough December 31, 2020.2022. 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 include a discount rate of 2.71%5.60%; post-retirement mortality projections from the PRI-2012 Mortality Table for males and females with generational projection using sex-distinct Scale MP-2020; 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 is a single life annuity, otherwise, a lump sum is assumed.Retirement Income Account (RIA) Plan,RIA, Comerica makes Contribution Credits and Interest Credits for employees each month, based on a point system. Eligible pay used in the Contribution Credit calculation is 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 Supplemental Retirement Income Account (SRIA) Plan.SRIA. Eligible employees also receive Contribution Credits and Interest Credits under the SRIA Plan in months in which they receive eligible SRIA pay.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, 2020,2022, Mr. Farmer and Mr. Herzog were eligible for early retirement.2023 Proxy Statement 71 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2020,2022, none of the NEOs were eligible for normal retirement.2020,2022, none of the NEOs were eligible for late retirement.retirement.benefit.After three years of service with Comerica, an eligible employee is vested in the RIA. 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, 2020,2022, Mr. Buchanan wasSefzik and Mr. Oberg were eligible for a vested separated retirement benefit. 2020,2022, Mr. Herzog and Mr. Oberg had satisfied the service requirements for disability benefits.employee'semployee’s surviving spouse, 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. None of the NEOs have elected an enhanced death benefit.Comerica'sComerica’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"Other“Other Benefits Programs and Compensation"Compensation” section."Pension“Pension Benefits at Fiscal Year-End 2020"2022” 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. A participant may also elect a one-time lump sum option (with spousal consent as required by law). plan provides contribution credits and interest at the same level as the RIA for compensation in excess of the IRS pay cap, which was $285,000$305,000 in 2020,2022, and on compensation that is deferred under Comerica'sComerica’s deferred compensation plans. The SRIA benefits are generally calculated in the form of a 100% joint and survivor annuity if a participant is married and in the form of a life annuity if a participant is not married when payments commence. For participants that do not have accruals under the prior final average pay formula and the SRIA account balance is less than $250,000, the SRIA benefits are paid in a one-time lump sum.72 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2020.2022. The plans under which these deferrals were made are described in the section entitled "Employee“Employee Deferred Compensation Plans"Plans” below.Name Plan Name Registrant
Contributions
in Last FY ($)Aggregate
Earnings
(Loss) in
Last FY
($)Aggregate
Withdrawals/
Distributions
($)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 James J. Herzog Deferred Compensation Plan 0 0 (59,380) 0 226,540 Common Stock Deferred Incentive Award Plan 0 0 (25,675) 0 99,278 Total Deferred Compensation Balance 0 0 (85,055) 0 325,818 Peter L. Sefzik 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 Jay K. Oberg 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 Megan D. Crespi Deferred Compensation Plan 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 Name Plan Name Executive Contributions in Last FY ($)(1) Registrant Contributions in Last FY ($) Aggregate Earnings (Loss) in Last FY ($) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last FYE ($)(2) 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 James J. Herzog Deferred Compensation Plan 0 0 15,261 0 255,612 Common Stock Deferred Incentive Award Plan 0 0 (15,300) 0 77,122 Total Deferred Compensation Balance 0 0 (39) 0 332,734 J. McGregor Carr Deferred Compensation Plan 21,503 0 3,188 0 24,691 Common Stock Deferred Incentive Award Plan 0 0 0 0 0 Total Deferred Compensation Balance 21,503 0 3,188 0 24,691 Megan D. Crespi 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 Footnotes:Amounts representNone of the NEOs deferred compensation deferred in the 20202022 fiscal year. Amounts areyear, if any. Any deferred amounts would be included in the 20202022 Summary Compensation Table.20202022 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.Plans.Plans"Employee“Employee Common Stock Deferral Plan"Plan”)2023 Proxy Statement 73 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation "Employee“Employee Investment Fund Deferral Plan"Plan”). Under the Employee Common 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. Dividend payments are converted to an equivalent unit value and credited to the employee'semployee’s account. Generally, the deferred compensation under the Employee Common Stock Deferral Plan is payable in shares of Comerica Common Stock 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 Stock in a single lump sum distribution within ninety days.Comerica'sComerica’s Preferred Savings (401(k)) Plan. As of 1999, Comerica Common Stock was no longer an investment choice under the Employee Investment Fund Deferral Plan. Any dividend payments are converted to an equivalent unit value and credited to the employee'semployee’s account. Generally, the deferred compensation under the Employee Investment Fund Deferral Plan is payable in cash 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.Comerica'sComerica’s acquisition of Sterling, Comerica assumed the Sterling Bancshares, Inc. Deferred Compensation Plan (as Amended and Restated). None of the NEOs participate in this plan.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLAT FISCAL YEAR-END 202074 2023 Proxy Statement Early
Retirement(1) For Cause
Termination Change of
Control
Termination(2) Disability(3) Death(4) $ 799,339 (2) — $ 17,535,337 $ 844,461 (2) $ 6,978,955 $ 284,756 (3) — $ 5,202,991 $ 1,309,378 (3) $ 1,652,354 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL AT FISCAL YEAR-END 2022 Name
Retirement(1)For Cause
Termination
Control$3,150,000 (7) — $32,449,865 $4,688,515 (7) $14,115,583 $1,125,000 (8) — $10,389,351 $2,096,916 (8) $4,369,157 2020. Under Comerica's plans, retirement payments consist of:–Annual2022, and accordingly would have received their annual cash incentive earned for 2020. RSAsin-the-money equity awards based on Comerica'sComerica’s closing stock price as of December 31, 2020. 2022. 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 assumed. SELTPP units are included at the higher of target or estimated achievement (for presentation purposes, estimated achievement is based on the amount reported in the "Outstanding Equity Awards at Fiscal Year-End 2022" table).Committeepresent 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: 5.09% for the first 5 years, 5.60% for years 5-20 and 5.41% for years after 20. Mortality Table for 2023 as prescribed by IRS Notice 2022-22. Payments are assumed to have commenced on December 31, 2022 in the form of a lump sum.its discretion, as it has electedthe table.do previously, accelerate an executive's RSAs uponComerica. However, Mr. Herzog’s disability benefit would exceed the executive's retirement. Normally,present value of his accumulated benefit by $562,003, and such amount is included above.2023 Proxy Statement 75 Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation Committee would only consider making that determination 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.(2)2020,2022, no acceleration of stock options, RSUs or SELTPP units would have occurred pursuant to the applicable award agreements; however, the 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 $5,342,350$10,290,674 at December 31, 2020,2022, using actual achievement of 112%108.7% for 20182020 SELTPP grants; this value is not included in the table.(3)2020,2022, no acceleration of stock options, RSUs or SELTPP units would have occurred pursuant to the applicable award agreements; however, the 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 or SELTPP units that would have continued to vest was $1,014,451$2,775,118 at December 31, 2020,2022, using actual achievement of 112%108.7% for 20182020 SELTPP grants; this value is not included in the table.(4)For Cause
TerminationPeter L. Sefzik $606,912 — $8,807,419 $3,912,354 $3,759,871 $545,076 — $8,171,624 $4,445,676 $3,272,072 Megan D. Crespi $566,912 — $9,598,914 $4,746,513 $4,903,585 "Change“Change of Control Agreements"Agreements” starting on pages page 57 to 58 for a description of these officers'officers’ change of control agreements; assumes both change of control and termination occur on December 31, 2020.2022. This total includes the following:Target annual2020. Comerica'sComerica’s closing stock price as of December 31, 2020.2022. 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 assumed. SELTPP units are included at the higher ofachievement; for 2018 SELTPP grants,achievement (for presentation purposes, estimated achievement is based on the actual achievement of 112% was used.0.53%5.09% for the first 5 years, 2.31%5.60% for years 5-20 and 3.09%5.41% for years after 20. Mortality Table for 20212023 as prescribed by IRS Notice 2019-67.2022-22. Payments are projectedassumed to commencehave commenced on December 31, 20202022 in the form of a lump sum.2020. 20202022 levels.Comerica's–For Mr. Farmer, tax assistance of $2,083,308.(5)2020. RSAsRSU and SELTPP awards based on Comerica'sComerica’s closing stock price as of December 31, 2020. officer's 2020officer’s 2022 elections, assuming that premiums will remain at December 31, 20202022 levels.(6)76 2023 Proxy Statement Proposal 3: Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2020. RSAs,restricted stock, RSU and SELTPP units and RSUsawards based on Comerica'sComerica’s closing stock price as of December 31, 2020.2022. Unvested options would be forfeited, but vested options would continue to be exercisable for the earlier of the option term or one year; no value for the options is included in the table.$901,000$536,000, $561,000, and $361,000$526,000, for Mr. FarmerSefzik, Mr. Oberg and Mr. Herzog,Ms. Crespi, respectively, which would be paid by Comerica'sComerica’s life insurance provider.officer's 2020officer’s 2022 elections for Comerica'sComerica’s medical, dental and vision plan coverage, assuming that premiums will remain at December 31, 20202022 levels.(7)Farmer and Mr. Herzog are eligible for early retirementOberg would receive benefits under the RIA and SRIA. BecauseSRIA in the event of death or disability.To the extent these benefits are already accrued and fully vested, they are already reflected in the Pension Benefits at Fiscal Year-End 20202022 Table on page 7271 and do not represent additional expense to Comerica. However,Because Mr. Herzog'sOberg’s disability benefit would exceed the present value of his accumulated benefit by $981,364, and$1,073,018, such amount is included above.(8)DoesSeparation John D. Buchanan $2,511,000 deferred compensationpension benefits which are reflected in the 2020 Nonqualified Deferred Compensation Table on page 74. Involuntary Not for Cause Termination(1) For Cause Termination Change of Control Termination(2) Disability(3) Death(4) $ 541,823 — $ 4,743,518 $ 1,268,094 $ 1,761,191 $ 506,371 — $ 5,406,126 $ 2,184,582 $ 2,646,662 $ 653,472 — $ 7,309,998 $ 1,795,540 $ 2,405,114 (1)None of these officers have an employment agreement; however, each would be eligible to participate in Comerica's standard severance plan available for all salaried employees and would receive their annual base salary, plus COBRA and Comerica's standard outplacement assistance package, under the plan.(2)Please see "Change of Control Agreements" on pages 57 to 58 for a description of these officers' change of control agreements; assumes both change of control and termination occur on December 31, 2020. This total includes the following:–Three times base salary and highest annual bonus calculated pursuant to the agreements (except that for Mr. Carr and Ms. Crespi, a full-year target bonus was used for illustrative purposes since they started with Comerica in 2020). –Target annual cash incentive for 2020 (prorated for Mr. Carr and Ms. Crespi based on period of employment). –The value of the acceleration of all unvested, in-the-money equity awards based on Comerica's closing stock price as of December 31, 2020. 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 assumed. SELTPP units are included at the higher of target or estimated achievement; for 2018 SELTPP grants, the actual achievement of 112% was used. –The present value of an additional change of control benefit under the RIA and SRIA, with target bonus used for purpose of estimation for Mr. Carr and Ms. Crespi. 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: 0.53% for the first 5 years, 2.31% for years 5-20 and 3.09% for years after 20. Mortality Table for 2021 as prescribed by IRS Notice 2019-67. Payments are projected to commence on December 31, 2020 in the form of a lump sum. –Three years of life insurance premiums calculated based upon portability and conversion options in the contract at December 31, 2020. –Three years of medical, dental and vision insurance premiums, assuming they will remain at December 31, 2020 levels. –Comerica's standard outplacement assistance package.(3)Long-term disability payments include the following:–Annual cash incentive earned for 2020. –The value of the acceleration of all unvested, in-the-money restricted stock, RSU and SELTPP awards based on Comerica's closing stock price as of December 31, 2020. Unvested options would be forfeited, but vested options would continue to be exercisable for the earlier of the option term or three years; no value for the options is included in the table.–29 months of Company-paid basic life insurance premiums and medical coverage based each officer's 2020 elections, assuming that premiums will remain at December 31, 2020 levels.(4)Death benefits include the following:–Annual cash incentive earned for 2020. –The value of the acceleration of all unvested, in-the-money restricted stock, RSU and SELTPP awards based on Comerica's closing stock price as of December 31, 2020. Unvested options would be forfeited, but vested options would continue to be exercisable for the earlier of the option term or one year; no value for the options is included in the table. –Proceeds of life insurance of $536,000, $501,000, and $634,000, for Mr. Carr, Ms. Crespi and Mr. Buchanan, respectively, which would be paid by Comerica's life insurance provider. –3 months of COBRA for family members based on each officer's 2020 elections for Comerica's medical, dental and vision plan coverage, assuming that premiums will remain at December 31, 2020 levels.(5)Does not include payments of deferred compensation which are reflected in the 2020 Nonqualified Deferred Compensation Table on page 74.(6)Mr. Buchanan would receive the cash balance of his account under the RIA and SRIA in the event of death or disability. Because these benefits are already accrued and fully vested, they are already reflected in the Pension Benefits at Fiscal Year-End 20202022 Table on page 7271.2023 Proxy Statement 77
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of Comerica. For further information concerning Comerica’s variable pay-for-performance philosophy and how Comerica aligns executive compensation with its performance, refer to “Compensation Discussion and Analysis.”Tabular Disclosures
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
($)
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)
($)
Shareholder
Return(5)
($)
Group
Total
Shareholder
Return(5)
($)
(in millions)(6)
($)
MIP EPS(7)
($)(a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 8,733,364 7,563,916 2,734,143 1,891,070 107 97 1,151 6.83 2021 7,696,094 11,609,076 2,477,730 3,431,583 134 124 1,168 6.12 2020 5,014,099 1,865,997 1,892,565 1,817,386 83 89 497 5.14 Year Reported Summary Compensation Table Total for PEO
($)Compensation Actually Paid to PEO
($)2022 8,733,364 4,281,205 3,162,544 187,153 136,366 7,563,916 2021 7,696,094 3,805,582 7,734,030 114,858 99,392 11,609,076 2020 5,014,099 3,188,716 149,175 158,455 49,894 1,865,997 additionalthe grant date fair value of equity awards, calculated as the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.78 2023 Proxy Statement Pay Versus Performance Year Year End Fair Value of Unvested Equity Awards Granted in the Year
($)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
($)Total Equity Award Adjustments
($)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 Year Service Cost
($)Prior Service Cost
($)Total Pension Benefit Adjustment
($)2022 136,366 — 136,366 2021 95,950 3,442 99,392 2020 49,894 — 49,894 Year Average Reported Summary Compensation Table Total for Non-PEO NEOs
($)Average Compensation Actually Paid to Non-PEO NEOs
($)2022 2,734,143 899,126 18,834 23,937 61,156 1,891,070 2021 2,477,730 911,371 1,800,780 27,476 91,920 3,431,583 2020 1,892,565 799,843 841,834 130,925 13,755 1,817,386 2023 Proxy Statement 79 Pay Versus Performance Year Average Year End Fair Value of Unvested Year Equity Awards Granted in the Year
($)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
($)Total Average Equity Award Adjustments
($)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 Year Average Service Cost Average Prior Service Cost Average Total Pension Benefit Adjustment 2022 61,156 — 61,156 2021 51,737 40,183 91,920 2020 13,755 — 13,755 Comerica.the LIBOR transition (all on a post-tax basis). "Non-performance items" include the after-tax impact of any adjustments related to a change in accounting principle, items that are deemed to be unusual/infrequently occurring, results from discontinued operations, merger/acquisition charges, changes in the corporate tax rate and restructuring charges incurred during the year, if applicable. Please see "Compensation Discussion and Analysis" for more information about this calculation.Financial Performance Measures TableContents80 2023 Proxy Statement Pay Versus Performance Analysis of the Information Presented in the Pay versus Performance Table Compensation Actually Paid and Cumulative TSR 
2023 Proxy Statement 81 Pay Versus Performance Compensation Actually Paid and Net Income 
82 2023 Proxy Statement Pay Versus Performance Compensation Actually Paid and MIP EPS 
2023 Proxy Statement 83 Pay Versus Performance Cumulative TSR of the Company and Cumulative TSR of the Peer Group 
84 2023 Proxy Statement 2020,2022, our last completed fiscal year:$91,828,$104,593, which includes the estimated value of nondiscriminatory health care benefits; and$5,038,695,$8,753,306, 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.20202022 the ratio of the annual total compensation of Mr. Farmer to the median of the annual total compensation of all employees was 5584 to 1.Methodology.Methodology"median employee"“median employee” from our employee population, we calculated, for the ten months ended October 31, 2020, (1) total cash compensation plus (2) total retirement benefits. "Total“Total cash compensation"compensation” includes salary, wages, overtime pay, commissions, referrals, ESPP matching payments, 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, 2020 and October 31, 2020. Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure. In calculating the change in pension value, we used the change in the actuarial present value of accumulated benefits payable to employees, based on average monthly compensation and the number of years of service credited at October 31, 2020. 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 20202022 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 $5,925.$6,561. This resulted in annual total compensation of $91,828."Total"“Total” column (column (j)) of our 20202022 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 $24,596.$19,942. This resulted in annual total compensation for purposes of determining the ratio in the amount of $5,038,695.have chosenchose to exclude 31 employees who are employed in Canada and 7 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 38 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) 2,874,485 $ 52.84 1,513,385 N/A 3,786,724 (3) 224,671 N/A 243,642 (3) 4,400 $ 31.03 — 202,209 N/A — 4,819,150 (5) $ 52.81 4,030,366 2023 Proxy Statement 85 Plan Category Number of
securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)Number of
securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a))
(c)Employee Options 2,007,687 $61.71 Employee SELTPP Units and RSUs 1,875,681 N/A Director RSUs 272,362 N/A 4,542,448 (3) Employee Stock Purchase Plan 5,136,720 Deferred Compensation Plans 164,535 N/A — Total 4,320,265 (5) $61.71 9,679,168 "2006 LTIP"“2006 LTIP”) and the Amended and Restated 2018 Long-Term Incentive Plan (the "2018 LTIP"“2018 LTIP”); (b) target number of stock-settled SELTPP units issued under the 2006 LTIP and the 2018 LTIP; and (c) restricted stock units ("RSUs"(“RSUs”) equivalent to shares of Comerica Common Stock issued under the 2006 LTIP, the 2018 LTIP, the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (the "Old“Old Non-Employee Director Plan"Plan”) and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (the "2015“2015 Non-Employee Director Plan"Plan”). At payout, the target number of SELTPP units may be reduced to zero or increased by up to 150%. The 20182020 SELTPP grants vested and were settled at 112%108.7% of target on February 23, 2021,28, 2023, resulting in an issuancethe vesting of an additional 19,944 sharesadditional 24,126 SELTPP units above what is shown in the table.24, 2018.27, 2021. The 2015 Non-Employee Director Plan, was approved by the shareholders on April 28, 2015. The Old Non-Employee Director Plan and the 2006 LTIP have been terminated.Does not include shares of Comerica Common Stock purchased or available for purchase by employees under the ESPP, or contributed or available for contribution by Comerica on behalf of employees. The ESPP was ratified and approved by the shareholders on May 18, 2004. As of December 31, 2020, 365,022 shares remained available for future sale or matching contributions under the ESPP. If theseor awards under the current ESPP and (b) shares available for future matching under the former ESPP. Although no new employee stock purchases can be made under the old ESPP, certain shares purchased under the old ESPP prior to June 30, 2021 were included,eligible for Company matching. The final match under the number shownold ESPP was made in column (c) under "Total" would be 4,395,388. 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 2018 LTIP, no award recipient may receive more than 500,000 shares during any calendar year, and the maximum number of shares underlying awards of options and stock appreciation rights that may be granted to an award recipient in any calendar year is 1,000,000. No participant who is a non-employee director of Comerica may be granted awards with a grant date fair value in excess of $500,000 per calendar year. No shares are available for future issuance under the Old Non-Employee Director Plan or the 2015 Non-Employee Director Plan, other than pursuant to dividend reinvestment under outstanding award agreements, or the 2006 LTIP. 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"), all of which were granted to legacy Sterling employees 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“Employee Common Stock Deferral Plan"Plan”), the Sterling Bancshares, Inc. Deferred Compensation Plan (as Amended and Restated) (the "Sterling Deferred Compensation Plan") (which includes 10,226 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“Director Common Stock Deferral Plan"Plan”). The number of86 2023 Proxy Statement Securities Authorized For Issuance Under Equity Compensation Plans No shares are available for future issuance under the Sterling Deferred Compensation Plan, other than pursuant to dividend reinvestment.5.35.1 years.20202022 were under the shareholder-approved 2018 LTIP.Comerica'sComerica’s equity compensation plans, please refer to NoteNote 1 (see page F-62)F-52) and Note 16 (see pages F-87F-79 through F-89)F-81) to the Consolidated Financial Statements contained in Comerica'sComerica’s Annual ReportReport on Form 10-K for the year ended December 31, 2020.Comerica'sComerica’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 is administered by the Governance, Compensation and Nominating Committee of Comerica's Board of Directors.Plans.Plans.Pursuant to the Director Common Stock Deferral Plan and the Employee Common Stock Deferral Plan (the "Deferred“Deferred Compensation Plans"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'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'participants’ accounts. Following the applicable deferral period, the distribution of a participant'sparticipant’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 AMENDED AND RESTATED 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 the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan (the "2018 LTIP"). The original Comerica Incorporated 2018 Long-Term Incentive Plan was approved by shareholders on April 24, 2018. The 2018 LTIP was approved by the Governance, Compensation and Nominating Committee (the "Committee") and the Board of Directors on February 23, 2021, in substantially the form attached hereto as Appendix I, subject to shareholder approval. The material features of the 2018 LTIP are summarized below. The discussion that follows is qualified in its entirety by reference to the 2018 LTIP.Changes from 2018 to 2021•Addition of 1.97 million shares; •Consolidation of the current employee equity incentive plan and the current non-employee director incentive plan; and •Certain other administrative changes, including expanded language related to types of adjustments that may be made.Purpose of the 2018 LTIPThe 2018 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's businesses and increases in shareholder value. Further, equity-based compensation assists in compliance with Comerica'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.Cancellation of the Shares Remaining under the 2015 Non-Employee Director PlanAs of February 26, 2021 (the Record Date), approximately 2,906,598 million shares remained available for grant under the 2018 LTIP, assuming that all SELTPP units pay out at target, and approximately 242,402 shares remained available for grant under the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (the "2015 Non-Employee Director Plan"). No new awards under the 2015 Non-Employee Director Plan will be granted between the Record Date and the date of the Annual Meeting.If this proposal is approved:•New equity awards would be made only under the 2018 LTIP; •No new awards would be granted under the 2015 Non-Employee Director Plan; and •Awards that have already been granted and are currently outstanding under the 2015 Non-Employee Director Plan would remain outstanding.If shareholders fail to approve the Plan, the 2015 Non-Employee Director Plan, and the existing Comerica Incorporated 2018 Long-Term Incentive Plan, will remain in effect in their current forms, subject to their expiration dates and with their current share reserves.The Basis for the Number of Shares Requested under the 2018 LTIPThis proposal is seeking approval of an additional 1.97 million shares of Comerica Common Stock, all of which could be used for any type of award (including full value awards) to officers, directors, employees or consultants. In determining the amount of shares to request under the 2018 LTIP, the Committee took into account several factors:•Historical Equity Awards (Directors and Employees)(1) Year Total Number of
Shares Full Value Shares 2019 934,366 651,256 2020 1,203,831 689,506 2021 742,674 512,024 (1)"Full Value Shares" refers to time-vested restricted stock and restricted stock units granted during the year, as well as performance-based restricted stock units vested during the year. The 2021 annual grants were made on January 26, 2021, in accordance with our Stock Granting Policy. Numbers are as of February 26, 2021. Regular January grants plus the February performance restricted stock unit vestings typically constitute predominantly all equity awards made in a year under the 2018 LTIP. See the "Stock Granting Policy" section of this proxy statement for more information.The breakdown of the Full Value Shares presented above is as follows: Year RSUs Granted Performance
Shares Vested2019 232,228 419,028 2020 477,044 212,462 2021 324,085 187,939 •Usage or Burn Rate — 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")) and using a 2x multiplier for Full Value Shares.3 Year Average1.1%Estimated by Comerica as of February 26, 20212.21%Threshold provided by ISS guidelines•Outstanding Awards — The Committee reviewed the number of shares of Comerica Common Stock represented by outstanding awards as a percentage of the total number of shares outstanding of Comerica Common Stock (commonly referred to as "overhang") when considering how many shares to request under the 2018 LTIP. If the amendments to the 2018 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 7.28%.In addition, with respect to overhang and dilution (discussed below), we believe it is important to keep in mind the effects of Comerica's share repurchase program. In 2018, 2019 and 2020, Comerica acquired in total approximately 36.6 million shares of Comerica Common Stock pursuant to the share 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.•Shareholder Dilution — We estimate that if the 2018 LTIP had been in effect on the Record Date, the potential dilutive effect of Comerica's equity compensation program overall would have been 6.78% as of February 26, 2021, 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 CMA 2020
Average Stock
Price
(A) Common Shares
Outstanding as of
Record Date
(B) Market value of
Common Shares
Outstanding
(C) = A × B Market Value of
1.97 Million Shares
Requested as of
Record Date
(D) Value of Shares
(E) = D / C$44.05 139,490,972 $6,144,577,317 $86,778,500 1.41% •Future Awards — The Committee has been judicious in managing the number of shares of Comerica Common Stock granted under the LTIP. In 2018, when shareholders originally approved the number of shares available under the 2018 LTIP, we indicated that we believed the available pool would last through three regular annual grant cycles (2019, 2020 and 2021). The shares have lasted through these grant cycles, as expected. Based on our current analysis, we believe the 1.97 million shares being requested will be sufficient to provide awards for at least the next two to three annual grant cycles, depending on continued economic impact from the COVID-19 pandemic. The additional shares 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 of shares 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 242,402 0 242,402 0 2,906,598 1,970,000 0 4,876,598 3,149,000 1,970,000 (242,402) 4,876,598 (1)Total amount available for future awards based on the assumptions in the table below.(2)Consists of the Comerica Incorporated Amended and Restated Incentive Plan for 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-approved Amended and Restated Employee Stock Purchase Plan, the new proposed 2021 Employee Stock Purchase Plan and the employee and director deferred compensation plans.The following table sets forth the number of shares underlying outstanding awards under each of Comerica's equity compensation plans as of the Record Date: 2018 LTIP Director Plans All Other Plans(1) Total 2,893,596 0 4,400 2,897,996 1,908,106 227,424 0 2,135,530 4,801,702 227,424 4,400 5,033,526 3.44 % 0.16 % 0.00 % 3.61 % (1)Consists of the Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. This plan is closed to future granting activity.(2)Comerica has granted no SARs.(3)Unvested restricted stock awards of 44,754 were considered outstanding at the time of grant. Holders of unvested restricted stock have the same voting and dividend rights as common shareholders. Therefore, they are already included in the total common shares outstanding as of the Record Date. Because the unvested restricted shares have already been issued, they have no dilutive effect and are not included in this table.(4)Outstanding stock-settled SELTPP units issued under the 2018 LTIP are assumed for the purposes of this table to pay out at target. Weighted average exercise price of all outstanding stock options$54.55Weighted average remaining contractual life of all outstanding stock options5.8 yearsKey Features of the 2018 LTIPComerica follows current best practices for its equity award programs, and the 2018 LTIP contains provisions that the Board believes are consistent with the interests of shareholders and sound corporate governance practices: Key FeaturesDescription No "evergreen" featureThe 2018 LTIP has a fixed number of shares available for grant that will not automatically increase because of an "evergreen" feature.2023 Proxy Statement No liberal change in control vestingThe 2018 LTIP defines a "change of control" of Comerica to mean (i) a person acquiring beneficial ownership of Comerica securities representing 30% or more of Comerica Common 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'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 controlThe 2018 LTIP provides for "double-trigger" vesting of awards, unless awards are not assumed in a transaction. Prohibits repricings or cash buyoutsThe 2018 LTIP includes a blanket prohibition against repricing, including a prohibition of cash buyouts of out-of-the-money options or stock appreciation rights ("SARs"), without shareholder approval. For these purposes, a "repricing" also includes substituting a stock award for an out-of-the-money option or SAR. Share "recycling" not permitted for optionsThe 2018 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 requirementUnder the 2018 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. 87Comerica's Board of Directors Recommends a vote for "ONE YEAR" with respect to the frequency that shareholders are to be presented with advisory proposals approving executive compensation. Key FeaturesDescription No reload optionsReload options are additional options that are granted automatically upon the exercise of the previously granted options; options granted under the 2018 LTIP may not include a reload feature.88 2023 Proxy Statement No dividends on unvested equityThe 2018 LTIP does not permit payment of dividend equivalents on unvested shares unless the underlying shares vest. The 2018 LTIP also prohibits the payment of dividend equivalents on shares subject to outstanding options and SARs. No discounted options or SARsUnder the 2018 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 limitsNo employee participant may be awarded in any calendar year full value awards of more than 500,000 shares, options and SARs covering more than 1,000,000 shares and cash awards in excess of $10 million.No non-employee director may be granted awards covering shares with a grant date fair value in excess of $500,000. Option term limitsOption terms may not be more than 10 years Administration by an independent committeeThe 2018 LTIP is administered by the Committee, which is comprised entirely of independent directors. Comerica's Prudent Equity Award PracticesComerica's equity award practices include the following:•Equity pay mix. In 2021, 60%each NEO's equity awards were subject to performance conditions. •Use of "full-value" awards. Our equity programs are heavily weighted towards the use of "full-value" awards (as opposed to "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. •No history of repricings. Comerica does not have a history of option repricings (regardless of whether shareholders have approved the repricing). •Stock ownership guidelines. We have stock ownership guidelines that encourage 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. Officers 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. •Clawbacks and forfeiture provisions. Under the 2018 LTIP, 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 businessor the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected 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.•Multi-year vesting periods. For 2021 officer grants:Award TypeVesting RequirementOptionsVest over 4 yearsRSUsVest over 4 yearsSELTPP3-year cliffSummary of Material Terms of the 2018 LTIPELIGIBLE PARTICIPANTS. Any officers, directors, employees and consultants of Comerica and its subsidiaries and affiliates, as well as prospective officers, employees and consultants who have accepted offers of employment or consultancy, may be selected by the Committee to become participants in the 2018 LTIP. As of the Record Date, Comerica estimates that approximately 400 officers, other employees and directors would be eligible to receive awards under the 2018 LTIP.SHARES AVAILABLE UNDER THE 2018 LTIP. The maximum number of shares of Comerica Common Stock that will be available under the 2018 LTIP is 7,720,000, plus any shares of Comerica Common 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, other than a non-employee director, 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. No non-employee director may be granted during any calendar year awards covering shares with a grant date fair value in excess of $500,000. To the extent that any award is forfeited, any option or stock appreciation right terminates, expires or lapses without exercise or settlement, or any shares of Comerica Common 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 2018 LTIP.In the event of (i) a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of Comerica, or a disaffiliation, separation or spinoff, or other extraordinary dividend, or (ii) a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of an equity interest in a subsidiary or affiliate, or similar event affecting Comerica or any of its subsidiaries, the Committee or the Board shall in the case of events described in clause (i), and may in its discretion, in the case of events described in clause (ii), 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 the 2018 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.NEW PLAN BENEFITS. Because awards under the 2018 LTIP are discretionary, no awards are determinable at this time. Additional information on equity grants under the 2018 LTIP in the last fiscal year is contained in the "2020 Summary Compensation Table" on pages 64-66 of this proxystatement and the "2020 Grants of Plan-Based Awards" table on pages 66-67 of this proxy statement and information on equity grants under the 2015 Non-Employee Director Plan in the last fiscal year is contained in the "Compensation of Directors" section on pages 26-27 of this proxy statement. The number of shares awarded in 2020 to all of the executive officers as a group (including the NEOs currently serving as executive officers) and the approximately 380 other eligible non-executive officer participants as a group are approximately 289,935 and 975,075, respectively.MARKET VALUE OF COMMON STOCK. On March 8, 2021, the latest practicable date the information was available prior to the printing and mailing of this proxy statement, the closing price of a share of Comerica's Common Stock on the New York Stock Exchange was $72.17.ADMINISTRATION OF THE 2018 LTIP. The 2018 LTIP will be administered by the Committee of the Board, or such other committee of members of the Board as the Board may designate from time to time. Currently, the Committee is comprised of only outside independent directors.The Committee is authorized to interpret the 2018 LTIP, the rules and regulations under the 2018 LTIP, and the terms of all grants under the 2018 LTIP; and to adopt, alter and repeal rules and procedures relating to the administration of the 2018 LTIP as, in its opinion, may be advisable in the administration of the 2018 LTIP; and, except as provided in the 2018 LTIP, to make all other determinations deemed necessary or advisable under the 2018 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'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.TYPES OF AWARDS UNDER THE PLAN. The Committee may grant stock options, SARs, restricted stock, restricted stock units, other stock-based awards and cash awards under the 2018 LTIP.Stock Options. The Committee may grant stock options qualifying as incentive stock options under the Internal Revenue Code (called 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 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 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. The effect of a participant'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.Restricted Stock. The Committee may also award restricted stock, that is, actual shares of Comerica Common Stock, the vesting 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. 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's termination of service on any restricted stock award then held by the participant will be described in the applicable award agreement.Restricted Stock Units. The Committee may also award restricted stock units, that is, grants representing a specified number of hypothetical shares of Comerica Common Stock, the vesting 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 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, although at the discretion of the Committee, 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's termination of service on any restricted stock unit award then held by the participant will be described in the applicable award agreement.Stock Appreciation Rights. The Committee may grant SARs, with such terms and conditions as determined by the Committee. The exercise price for each SAR will be fixed by the Committee, but may not be less than the fair market value of Comerica Common 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's termination of service on a SAR then held by the participant will be set forth in the applicable award agreement.Other Stock-Based Awards. 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, as the Committee deems consistent with the purpose of the 2018 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 2018 LTIP, as determined by the Committee.Cash Awards. The Committee may grant awards that are denominated and payable in cash in such amounts and subject to such terms and conditions as the Committee shall determine, which may include continued service for a specified period and/or achievement of performance goals.PERFORMANCE GOALS. The grant or vesting of awards under the 2018 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's equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica's Sustainability report, such as percentage reduction in paper consumption, water use, greenhouse gas emissions and/or landfill waste), (p) asset quality, (q) net interest margin, (r) deposit growth, (s) cost control, (t) liquidity, (u) objective customer service measures or indices; (v) customer satisfaction reports and (w) any other objective or subjective measures determined by theCommittee, 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). 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.CANCELLATION OR SUSPENSION OF AWARDS. The Committee may cancel all or any portion of any award, whether or not vested, as set forth below. Upon cancellation, the award recipient 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 award recipient has done any of the following: (i) been convicted of, or plead guilty or nolo contendere to, a charge of commission of a felony under federal law or the law of the state in which such action occurred; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for cause; (vi) engaged in any activity in competition with the business of Comerica or any subsidiary or affiliate of Comerica; or (vii) engaged in conduct that adversely affected Comerica. The Chief Human Resources 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.EFFECT OF A CHANGE IN CONTROL. Upon a change in control of Comerica, participants will be granted replacement awards in the acquirer of the same type held prior to the change in control. Replacement performance awards will be converted into time-based awards for the remainder of the applicable performance period, with the number of underlying shares based on the greater of actual performance through the date of the change in control and target performance. Replacement awards will continue on the same vesting schedule as the original awards, except that, if a participant is terminated by Comerica other than for cause, or if the participant terminates for good reason, within the 24 months following the change in control (or such longer period set forth in an awards agreement), then the participant'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" and "change in control" are defined in the 2018 LTIP.TRANSFERABILITY OF AWARDS. Awards under the 2018 LTIP will be non-transferable except by will or pursuant to the laws of intestacy for no value or consideration.AMENDMENT OF THE PLAN. The Committee may amend, alter, or discontinue the 2018 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'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's shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.The Committee may unilaterally amend the terms of any award previously granted, but no such amendment shall, without the award recipient's consent, materially impair the rights of any awardrecipient with respect to an award, except such an amendment made to cause the 2018 LTIP or award to comply with applicable law, stock exchange rules or accounting rules.Additionally, without shareholder approval, the Committee is not permitted to amend any stock option or SAR to decrease its exercise price. A "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.TAX WITHHOLDING. Participants are required to pay to Comerica, or make arrangements satisfactory to Comerica regarding the payment of, any taxes that are required to be withheld with respect to grants under the 2018 LTIP. Unless otherwise determined by Comerica, withholding obligations may be settled with shares of Comerica Common Stock, including shares that are part of the grant that gives rise to the withholding requirement.CLAWBACK. Awards granted pursuant to the 2018 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.SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. The following discussion is intended only as a brief summary of the material U.S. Federal income tax rules that are generally relevant to awards that may be granted under the 2018 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 2018 LTIP. Each individual should seek tax advice with respect to the consequences of participating in the 2018 LTIP from his or her personal tax advisor.Stock Options and Stock Appreciation Rights. Upon the exercise of a non-qualified stock option, the excess of the fair market value of the shares underlying the portion of the stock option that is exercised over the exercise price paid (the "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 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'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.Other Awards. Other awards (including restricted stock, restricted stock units, other stock-based awards and cash awards). The recipient of a restricted stock award, restricted stock unit award, other stock-based award or cash award will generally not recognize taxable income at the time of grant as long as the award is subject to a substantial risk of forfeiture as a result of performance-based or service-based vesting requirements. The recipient generally will recognize ordinary income when the substantial risk of forfeiture expires or is removed unless, in the case of an award other than restricted stock, the cash to be paid or shares to be delivered are deferred until sometime after the vesting date, in which case, the recipient generally will recognize ordinary income upon receipt of such cash or shares. Comerica will generally be entitled to a correspondingdeduction equal to the amount of income the recipient recognizes. If the recipient holds shares received upon settlement of an award for more than one year, the capital gain or loss when the recipient sells the shares will be long-term.Section 162(m). In general, Section 162(m) of the Internal Revenue Code limits Comerica's compensation tax deduction to compensation of $1,000,000 or less paid in any tax year to any "covered employee" as defined under Section 162(m). Section 162(m) may result in all or a portion of the awards granted under the 2018 LTIP to "covered employees" failing to be deductible to Comerica for U.S. Federal income tax purposes.Section 409A. Section 409A of the Internal Revenue Code may be applicable to awards granted under the 2018 LTIP that constitute "nonqualified deferred compensation" within the meaning of Section 409A.EFFECTIVE DATE AND TERMINATION OF THE PLAN. The 2018 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 2018 LTIP shall not be affected or impaired by the termination.SHAREHOLDER VOTING REQUIREMENTS. If a quorum is present at the Annual Meeting, the affirmative vote of a majority of the votes present in person or represented by proxy by shareholders entitled to vote at the meeting is required for approval of the 2018 LTIP. In tabulating the vote, abstentions will have the same effect as a vote against the 2018 LTIP, however, broker non-votes will be disregarded and will not affect the outcome.If the 2018 LTIP is not approved by the shareholders, the Committee will continue to grant awards under the Comerica Incorporated 2018 Long-Term Incentive Plan and the 2015 Non-Employee Director Plan as they currently exist, and such plans would be otherwise unaffected by this vote.COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO APPROVE THE AMENDED AND RESTATED COMERICA INCORPORATED 2018 LONG-TERM INCENTIVE PLAN.PROPOSAL V SUBMITTED FOR YOUR VOTEAPPROVAL OF THE COMERICA INCORPORATED 2021 EMPLOYEE STOCK PURCHASE PLANThe Board of Directors recommends that you vote "FOR"the proposal set forth below.Plan Highlights •We are asking shareholders to approve the new Comerica Incorporated 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP:•Permits Comerica employees to purchase a limited amount of Comerica Common Stock through payroll deduction at a 15% discount. There is no Company match.•Is a non-qualified plan but employees are still subject to a $25,000 annual limit on their contributions.•More than 99% of Comerica's employees are eligible to participate in the ESPP.•Replaces the prior ESPP, which was approved by shareholders in 2004.•Comerica maintains an ESPP because it encourages Eligible Employees (as defined below) to acquire an ownership interest in Comerica and further align them with our shareholders; generates an increased incentive to contribute to Comerica's future success and prosperity, thus enhancing the value of the Company; and enhances the ability of the Company to attract and retain employees.•The ESPP redesign is intended to align with market practice and increase participation, while replenishing the share pool.We are asking shareholders to approve the Comerica Incorporated 2021 Employee Stock Purchase Plan. The ESPP was approved by the Governance, Compensation and Nominating Committee (the "Committee") on January 26, 2021 and by the Board on February 23, 2021, in substantially the form attached hereto as Appendix II, subject to shareholder approval. The material features of the ESPP are summarized below. The discussion that follows is qualified in its entirety by reference to the ESPP.Purpose of the ESPPOur Board of Directors believes that the investment by our employees in Comerica Common Stock through the ESPP will emphasize the mutuality of interests that exists between our employees and our shareholders while at the same time creating an incentive for employees, promoting employee morale, and helping to attract and retain colleagues who contribute to our success. The ESPP provides Eligible Employees with the opportunity, during specified periods one or more times throughout the year ("Offering Periods"), to purchase shares of Comerica Common Stock at a discount through accumulated payroll deductions. The ESPP is not a qualified retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and is not subject to the provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended.Cancellation of the Shares Remaining under the Former PlanThe ESPP replaces the Comerica Incorporated Amended and Restated Purchase Plan (the "Former Plan"). As of February 26, 2021 (the Record Date), approximately 348,827 shares remain available under the Former Plan.If this proposal is approved:•Effective July 1, 2021, new employee stock purchases will only be made under the ESPP;•No new employee stock purchases will be made under the Former Plan after June 30, 2021; and •Purchases that have already been made under the Former Plan will continue to be eligible for matching under the Former Plan in accordance with the terms of the Former Plan.Summary of Material Terms of the ESPPELIGIBLE PARTICIPANTS. Each employee who is an "Eligible Employee" five business days prior to the end of an enrollment period will be eligible to participate in such offering. Generally, the term "Eligible Employee" includes all of our employees, other than an employee who: (a) is an "ineligible foreign employee" (as defined in the ESPP), or (b) is an employee who, immediately after the option is granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of Comerica Common Stock.SHARES AVAILABLE UNDER THE ESPP. No more than 5,000,000 shares of Comerica Common Stock may be sold pursuant to the ESPP, subject to adjustments as described below. Either authorized and unissued shares or issued shares reacquired by us may be made subject to options under the ESPP. Any shares not purchased prior to the termination of an option may be again subjected to an option under the ESPPIn the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Comerica Common Stock or other securities of Comerica, issuance of warrants or other rights to purchase Comerica Common Stock or other securities of Comerica, or other similar corporate transaction or event affects the fair value of an option, the Board will adjust any or all of the following so that the fair value of the option immediately after the transaction or event is equal to the fair value of the option immediately prior to the transaction or event (i) the number and type of shares of Comerica Common Stock which may be made the subject of options, (ii) the number and type of shares of Comerica Common Stock subject to outstanding options, and (iii) the grant, purchase or exercise price with respect to any option or, if deemed appropriate, make provision for a cash payment to the holder of an option. Any such adjustments will be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which we are subject. Each affected participating employee in the ESPP will be notified of any such adjustment.PURCHASE OF SHARES. Each year during the term of the ESPP, unless the Committee determines otherwise, we will, through one or more Offering Periods, make an offer to each Eligible Employee of options to purchase Comerica Common Stock through voluntary payroll deductions. Through the execution and delivery of a subscription agreement, each Eligible Employee will be entitled to purchase a dollar amount of shares of Comerica Common Stock as the Committee may determine for any offering (but not exceeding $25,000 for any calendar year). The option price for each offering will be determined by the Committee and will not be less than 85% of fair market value of the shares of Comerica Common Stock on the date the option is automatically exercised (i.e., the "Purchase Day"). The Purchase Day will generally be the last trading day (i.e., day on which the New York Stock Exchange is open for trading) of the applicable Offering Period, unless otherwise determined by the Committee or Plan Administrator (as defined below).Each Offering Period will consist of an "Enrollment Period" and a "Payroll Deduction Period." The beginning and ending dates of each Enrollment Period and Payroll Deduction Period will be determined by the Committee or by the Plan Administrator. The employee's election to participate and subscription for shares for each Offering Period will indicate the dollar amount of shares to be purchased on behalf of such employee and will authorize payroll deductions to be made over the Payroll Deduction Period. During the Payroll Deduction Period, the Committee may allow participants to prospectively decrease their payroll deduction authorizations. A participant may revoke his or her subscription agreement up to two weeks prior to the Purchase Day for the applicable OfferingPeriod. As soon as administratively possible following the Purchase Day, shares will be delivered to the participating employee via book-entry or by issuance of a certificate.In the event the participant revokes his or her subscription agreement, or the participant leaves employment prior to the Purchase Day, we will refund his or her entire contribution to date without interest.NEW PLAN BENEFITS. Each executive officer qualifies for participation under the ESPP and may be eligible, along with all other Eligible Employees, to annually purchase up to $25,000 worth of Comerica Common Stock at a discount below the market price. However, participation in the ESPP is voluntary and dependent upon each executive officer's election to participate, and the benefit of participating will depend on the terms of the offerings (if any) and fair market value of the Comerica Common Stock on the Purchase Day. Accordingly, future benefits that would be received by the executive officers and other Eligible Employees under the ESPP are not determinable at this time. However, the number of shares purchased in 2020 under the Former Plan by the NEOs, all of the executive officers as a group (including the NEOs currently serving as executive officers) and the entire employee population as a group are approximately 0, 269 and 189,800, respectively.MARKET VALUE OF COMMON STOCK. On March 8, 2021, the latest practicable date the information was available prior to the printing and mailing of this proxy statement, the closing price of a share of Comerica's Common Stock on the New York Stock Exchange was $72.17.ADMINISTRATION OF THE ESPP. The ESPP will be administered by the Committee, or such other committee of the Board of Directors as it may designate. The Committee has full power, in a manner not inconsistent with the ESPP, to alter, amend, suspend, or terminate the ESPP or any part thereof or any option thereunder at any time, to adopt, amend and rescind any rules for the administration of the ESPP, to construe and interpret the ESPP, to exercise any and all powers allocated to the Committee under the ESPP, and to make all other determinations necessary or advisable for the administration of the ESPP. However, the day-to-day administration of the ESPP is expected to be handled by the Chief Human Resources Office (i.e., the "Plan Administrator").ASSIGNMENT; TRANSFER; SHAREHOLDER RIGHTS. An option granted under the ESPP may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the employee to whom granted, may be exercised only for the benefit of the employee. No participant has rights as a stockholder until payment for the shares has been completed and a certificate has been issued.SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. The following is a brief summary of the principal United States federal income tax consequences of participation in the ESPP, based on current United States federal income tax law. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different.Generally, an employee will not recognize taxable income on the grant of a stock option. Upon the exercise of a stock option, the employee will recognize ordinary income in an amount equal to the difference between the fair market value of Comerica Common Stock received on the date of the exercise and the cost of the stock option (number of shares exercised multiplied by the exercise price per share). Comerica will ordinarily be entitled to a deduction on the exercise date equal to the ordinary income recognized by the employee upon exercise of the stock option.TERMINATION OF THE PLAN. We intend to continue the ESPP until all of the Comerica Common Stock reserved for the purposes of the ESPP have been subscribed for and sold.SHAREHOLDER VOTING REQUIREMENTS. If a quorum is present at the Annual Meeting, the affirmative vote of a majority of the votes present in person or represented by proxy by shareholders entitled to vote at the meeting is required for approval of the ESPP. In tabulating the vote,abstentions will have the same effect as a vote against the ESPP, however, broker non-votes will be disregarded and will not affect the outcome.If the ESPP is not approved by the shareholders, the Committee will continue to permit employee stock purchases under the Former Plan as it currently exists, and the Former Plan would be otherwise unaffected by this vote.COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO APPROVE THE COMERICA INCORPORATED 2021 EMPLOYEE STOCK PURCHASE PLAN.SECURITY OWNERSHIP OF MANAGEMENTComerica'sComerica’s incumbent directors and director nominees, the NEOs and all incumbent directors and executive officers as a group. The number of shares each individual beneficially owns includes shares over which the person has or shares voting or investment power as of February 26, 202124, 2023 and also any shares that the individual can acquire by April 27, 202125, 2023 (60 days after the Record Date), through the exercise of any stock option or other right. 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 listed in the table.Name of Beneficial Owner Amount and Nature of
Beneficial OwnershipPercent of
ClassNancy Avila 1,596 (1) * John D. Buchanan 101 * Michael E. Collins 11,221 (1) * Roger A. Cregg 57,739 (1)(2)(3) * Megan D. Crespi 39,937 (4)(5) * Curtis C. Farmer 237,725 (4)(5) * James J. Herzog 39,596 (4)(5)(6) * Jacqueline P. Kane 45,945 (1)(2)(7) * Derek J. Kerr — * Richard G. Lindner 69,365 (1)(2)(8) * Jay K. Oberg 58,057 (4)(5) * Jennifer H. Sampson — * Peter L. Sefzik 42,749 (4)(5) * Barbara R. Smith 12,072 (1)(2) * Robert S. Taubman 53,885 (1) * Reginald M. Turner, Jr. 43,630 (1)(2)(9) * Nina G. Vaca (Ximena G. Humrichouse) 35,359 (1)(2) * Michael G. Van de Ven 16,221 (1)(10) * Directors and current executive officers as a group (26 people) 1,016,449 (11)(12) * 2023 Proxy Statement 89 Name of Beneficial OwnerAmount and Nature ofBeneficial OwnershipPercent ofClassJohn D. Buchanan55,237(1)(2)*J. McGregor Carr10,601(1)(3)*Michael E. Collins7,372(4)*Roger A. Cregg51,047(4)(5)(6)*Megan D. Crespi27,822(1)(7)*T. Kevin DeNicola. 36,643(4)(8)*Curtis C. Farmer184,395(1)(9)*James J. Herzog23,574(1)(10)(11)*Jacqueline P. Kane40,584(4)(5)(12)*Richard G. Lindner62,515(4)(5)(13)*Barbara R. Smith8,164(4)(5)*Robert S. Taubman48,124(4)*Reginald M. Turner, Jr. 36,512(4)(5)(14)*Nina G. Vaca (Ximena G. Humrichouse)31,235(4)(5)*Michael G. Van de Ven12,372(4)(15)*Directors and current executive officers as a group (23 people)934,374(16)(17)*Security Ownership of ManagementFootnotes:*Represents holdings of less than one percent of Comerica Common Stock.(1)Includes restricted stock units held by individuals, over which individuals do not have voting or investment power, as follows: Mr. Buchanan, 10,440 restricted stock units, Mr. Carr, 8,705 restricted stock units, Ms. Crespi, 26,050 restricted stock units; Mr. Farmer, 42,908 restricted stock units; and Mr. Herzog, 9,788 restricted stock units.90 (2)2023 Proxy Statement Includes 320 shares of restricted stock of Comerica subject to future vesting conditions ("restricted stock") and options to purchase 10,590 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.(3)Includes options to purchase 1,896 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.(4)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 30,098 restricted stock units, Reginald M. Turner, Jr., who holds 32,920 restricted stock units, Richard G. Lindner, who holds 28,510 restricted stock units, Robert S. Taubman, who holds 33,439 restricted stock units, Jacqueline P. Kane and Nina G. Vaca, who each hold 25,898 restricted stock units, Michael E. Collins and Michael Van de Ven, who each hold 7,372 restricted stock units, and Barbara R. Smith, who holds 5,819 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.(5)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, 15,949 shares; Jacqueline P. Kane, 5,310 shares; Richard G. Lindner, 24,681 shares; Barbara R. Smith, 2,346 shares; Reginald M. Turner, Jr., 1,972 shares; and Nina G. Vaca, 5,269 shares; the directors do not have voting power over such shares.(6)Includes 5,000 shares in an account held jointly with his spouse.(7)Includes options to purchase 1,772 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.(8)Includes 6,545 shares held by the Kevin DeNicola Revocable Trust.(9)Includes 625 shares of restricted stock and options to purchase 28,335 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.(10)Includes the following number of shares deemed invested, on behalf of the respective individuals, in Comerica Common Stock under deferred compensation plans: Mr. Herzog, 1,398 shares; he does not have voting power over such shares.
Certain Beneficial Owners(11)Includes 133 shares of restricted stock and options to purchase 4,432 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.(12)Includes 9,376 shares held by The Steven and Jacqueline Kane Trust U/A dtd 12/20/2010.(13)Includes 3,092 shares held by the Lindner 2006 Living Trust 12/18/2006 and 6,232 shares held by spouse through Christy L. Lindner 2020 Family Trust.(14)Includes 1,620 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 2,580 shares of restricted stock and options to purchase 126,900 shares of Comerica Common Stock that are exercisable by February 26, 2021 or will become exercisable by April 27, 2021, all of which are beneficially owned by the current executive officers as a group. The number shown also includes 384,047 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. 57,014 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 45,322 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 that directors and employees may not purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions that are intended to hedge or offset any decrease in the market value of Comerica's equity securities either granted to the employee or director as part of their compensation or beneficially owned by such director, employee or any of their family members. Employees, officers 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 26, 2021, consists of ten non-employee directors and thirteen current executive officers, one of whom is an employee director.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS2020.2022. To report this information, Comerica relied solely on information that BlackRock, Inc. provided in its Schedule 13G/A, filed January 29, 2021, on information that FMR LLC provided in its Schedule 13G, filed February 8, 2021,1, 2023, on information that State Street Corporation provided in its Schedule 13G,13G/A, filed February 8, 20216, 2023 and on information that The Vanguard Group provided in its Schedule 13G/A, filed February 10, 2021,9, 2023, in each case relating to their respective beneficial ownership of Comerica as of December 31, 2020,2022, using Comerica'sComerica’s actual shares outstanding at December 31, 2020.Name and Address
of Beneficial OwnerAmount and Nature of
Beneficial OwnershipPercent
of ClassBlackRock, Inc. and certain affiliates 12,167,743 (1) 9.3% State Street Corporation and certain affiliates State Street Financial Center
1 Lincoln Street
Boston, MA 021117,823,905 (2) 6.0% The Vanguard Group, Inc. and certain affiliates 100 Vanguard Blvd.
Malvern, PA 1935517,061,475 (3) 13.0% Amount and Nature of Beneficial Ownership as of December 31, 20202023 Proxy Statement Name and Addressof Beneficial OwnerAmount and Nature ofBeneficial OwnershipPercentof ClassBlackRock, Inc. and certain affiliates55 East 52nd StreetNew York, NY 1005511,786,454(1) 8.5%FMR LLC and certain affiliates245 Summer StreetBoston, Massachusetts 02210 7,508,385(2) 5.4%State Street Corporation and certain affiliatesState Street Financial CenterOne Lincoln StreetBoston, MA 02111 7,758,216(3) 5.6%The Vanguard Group, Inc. and certain affiliates100 Vanguard Blvd.Malvern, PA 1935514,977,562(4) 10.8% �� 91Footnotes:(1)BlackRock, Inc. indicated that it has sole power to vote or to direct the vote with respect to 10,554,036 shares and sole dispositive power with respect to 11,786,454 shares. BlackRock, Inc. filed on behalf of the following subsidiaries: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, N.A.; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; 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)FMR LLC filed jointly with Abigail P. Johnson, a director, the Chairman and Chief Executive Officer of FMR LLC. The reporting persons indicated that they had sole power to vote or direct the vote with respect to 437,098 shares. They also indicated that they have sole dispositive power with respect to 7,508,385 shares. FMR LLC filed on behalf of the following subsidiaries: FIAM LLC; Fidelity Management & Research Company LLC; and Strategic Advisers LLC. According to the filing, members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.(3)State Street Corporation indicated that it has shared power to vote or to direct the vote with respect to 7,236,411 shares, and shared dispositive power with respect to 7,755,468 shares. State Street Corporation filed on behalf of the following subsidiaries: State Street Bank and Trust Company, SSGA Funds Management, Inc.; State Street Global Advisors Limited (UK); State Street Global Advisors Ltd (Canada); State Street Global Advisors, Australia Limited; State Street Global Advisors (Japan) Co., Ltd; State Street Global Advisors Asia Ltd; State Street Global Advisors GmbH; State Street Global Advisors Ireland Limited; and State Street Global Advisors Trust Company.(4)The Vanguard Group, Inc. indicated that it has shared power to vote or to direct the vote with respect to 204,864 shares. It has sole dispositive power with respect to 14,380,866 shares, and shared dispositive power with respect to 596,696 shares. The Vanguard Group, Inc. filed on behalf of the following subsidiaries: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust Company; Vanguard Global Advisors, LLC; Vanguard Group (Ireland) Limited; Vanguard Investments Australia Ltd.; Vanguard Investments Canada Inc.; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited.SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2022 ANNUAL MEETINGRule 14a-8.Rules 14a-8 and 14a-19year'syear’s proxy statement, shareholder proposals must comply with applicable laws and regulations, including Rule 14a-8 promulgated under the Exchange Act, as well as Comerica'sComerica’s bylaws, and must be submitted in writing to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404,6506, Dallas, Texas 75201, and received by November 16, 2021.Procedures. Comerica'sProceduresComerica'sComerica’s shareholders. For the 20222024 Annual Meeting of Shareholders, notice must be received by Comerica'sComerica’s Corporate Secretary no later than the close of business on January 27, 202226, 2024 and no earlier than the close of business on December 28, 2021.27, 2023. If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 days before or more than 60 days after the date which is the one-year anniversary of this year'syear’s Annual Meeting date (i.e.i.e., April 27, 2022)25, 2024), or if a special meeting of shareholders is called for the purpose of electing directors, Comerica'sComerica’s Corporate Secretary must receive your notice no earlier than the close of business on the 120th day prior to the new Annual Meeting or special meeting date and no later than the close of business on the later of the 90th day prior to the new Annual Meeting or special meeting date or the 10th day following the day on which Comerica first made a public announcement of the new Annual Meeting or special meeting date (and, in the case of a special meeting, of the nominees proposed by the Board of Directors to be elected at such meeting).year'syear’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'sComerica’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.Comerica'sComerica’s bylaws. Additionally, any director nominee would need to complete a written questionnaire and representations as described above under "Board“Board and Committee Governance — Nominee Selection Process."Procedures.ProceduresComerica'sComerica’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws, including the advance notice procedures set forth above.Requirements. Comerica'sRequirementsComerica'sComerica’s bylaws can be obtained by making a written request to the Corporate Secretary.92 2023 Proxy Statement Materials.Materials20212023 annual meeting of shareholders to be held on April 27, 2021,25, 2023, and at any adjournment. This proxy statement was first made available to shareholders on or about March 16, 2021.mailedmade available to shareholders.If 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.If 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. Procedures.Procedures26, 202124, 2023 (the "Record Date"“Record Date”), are entitled to vote at the annual meeting. Each holder of Comerica Common Stock is entitled to cast one vote on each matter submitted at the annual meeting for each share of stock held on the Record Date. As of that date, there were 139,490,972131,513,946 shares of Comerica Common Stock outstanding and entitled to vote. Holders of our Series A Preferred Stock are not entitled to vote. A majority of the issued and outstanding shares, 69,745,48765,756,974 shares, present or represented by proxy at the meeting, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.2023 Proxy Statement 93 General Information For Shareholders About the Annual Meeting eleventhirteen 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, 2021;2023; for the non-binding,for the approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan; and for “one year” as the approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan.frequency that shareholders are to be presented with advisory proposals approving executive compensation. 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.Proxy.Proxy6404,6506, Dallas, Texas 75201;Meeting by clicking on the "Cast Your Vote" link on the Meeting Center site."Meeting.Name"Name”/Beneficial Holders.Holders "street“street name."” Beneficial holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares. 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."Admission“Admission to the Annual Meeting"Meeting” on how to register and vote your shares at the meeting.List.List will be available on the Meeting Center site for inspection by shareholders for any legally valid purpose related to the Annual Meeting during the virtual Annual Meeting, and will be available upon request for the ten days prior to the Annual Meeting through an electronic network site that you can gain access to by contacting InvestorRelations@comerica.com.Solicitation.SolicitationRequired.i.e.i.e., the number of shares voted "for"“for” a director nominee exceeds the number of votes cast "against"“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 and will exclude abstentions. Therefore, shares not present at the meeting, broker non-votes (described below) and shares voting "abstain"“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 hertheir 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.94 2023 Proxy Statement General Information For Shareholders About the Annual Meeting firm;firm and (ii) to approve a non-binding, advisory proposal to approve executive compensation; (iii) to approve the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan; and (iv) to approve the Comerica Incorporated 2021 Employee Stock Purchase Plancompensation 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 proposals to approve the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan and the Comerica Incorporated 2021 Employee Stock Purchase 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."broker non-vote"“broker non-vote” occurs.Householding."householding"“householding” and can result in significant savings of paper and mailing costs.SEC's "noticeSEC’s “notice and access"access” rules, we will not household our proxy materials or notices to shareholders of record sharing an address. This means that shareholders of record who share an address will each be mailed a separate notice or paper copy of the proxy materials. However, we understand that certain brokerage firms, banks or other similar entities holding Comerica Common Stock for their customers may household proxy materials or notices. Shareholders sharing an address whose shares of Comerica Common Stock are held by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxyCorporate SecretaryComerica IncorporatedComerica Bank Tower1717 Main Street, MC 6404Dallas, Texas 752011-866-641-4276Meeting.Meetingi.e.i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing www.meetingcenter.io/220952924www.meetnow.global/MFA6SRF and entering the 15-digit control number on the proxy card or Notice of Internet Availability of Proxy Materials you previously received and the meeting password, CMA2021.Meeting.Meeting. Submit proof of your proxy power ("(“Legal Proxy"Proxy”) from your broker or bank reflecting your Comerica Common Stock holdings along with your name and email address to Computershare. for registration as set forth in (1) above must be labeled as "Legal Proxy"“Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 21, 2021.19, 2023. You will receive a confirmation of your registration by email after we receive your registration materials.2023 Proxy Statement 95 General Information For Shareholders About the Annual Meeting us at the following:By email: Forward the email from your broker granting you a Legal Proxy, or attach an image of your Legal Proxy,
to legalproxy@computershare.com
By mail:
Computershare
Comerica Incorporated Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001Meeting.Meeting. For the 20212023 proxy season, an industry solution has been agreed upon to allow beneficial holders to register online at the Annual Meeting to attend, ask questions and vote.thatthis option (2) above is intended to be provided as a convenience to beneficial holders only, and there is no guarantee this option will be available for you. The inability to provide this option shall in no way impact the validity of the Annual Meeting. In order to ensure you are able to attend, ask questions and vote at the Annual Meeting, you may choose the Register in Advance of the Annual Meeting option.Meeting.Meetingwww.meetingcenter.io/220952924,www.meetnow.global/MFA6SRF, entering your control number, and meeting password, CMA2021, and clicking on the messageQ&A icon in the upper right hand corner of the page. To return to the main page, click the "i" icon at the top of the screen. Shareholder questions or comments may also be submitted ahead of time by sending an e-mailemail to InvestorRelations@comerica.com. Questions which comply with the Rules of Conduct and that are germane to the purpose of the Annual Meeting will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. The Rules of Conduct may be accessed from the meeting center page.Comerica'sComerica’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, 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 6404,6506, Dallas, Texas 75201. You should not regard the 20202022 Annual Report as proxy soliciting material.COMERICA INCORPORATEDAMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLANSECTION 1. Purpose; Definitions The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives for future performance of services directly linked to the profitability of the Company's businesses and increases in Company shareholder value. For purposes of this Plan, the following terms are defined as set forth below, and certain other terms used herein have the definitions given to them in the first place in which they are used: (a) "Affiliate" means a company or other entity controlled by, controlling or under common control with the Company. (b) "Applicable Exchange" means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock. (c) "Award" means a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Cash Award granted pursuant to the terms of this Plan. (d) "Award Agreement" means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. (e) "Board" means the board of directors of the Company. (f) "Business Combination" has the meaning set forth in Section 10(e)(iii). (g) "Cash Award" means an Award granted under Section 8 of the Plan. (h) "Cause" means, unless otherwise provided in an Award Agreement, (i) "Cause" as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which a Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no Individual Agreement, if it does not define Cause or if a Change in Control has not occurred prior to the date of Termination of Service: (A) conviction of, or plea of guilty or nolo contendere by, the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) willful and deliberate failure on the part of the Participant in the performance of his or her employment duties in any material respect, (C) dishonesty in the course of fulfilling the Participant's employment duties, (D) a material violation of the Company's ethics and compliance program or (E) prior to a Change in Control, such other events as shall be determined by the Committee. Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether "Cause" exists shall be subject to de novo review. (i) "Change in Control" has the meaning set forth in Section 10(e). (j) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code. (k) "Committee" means the Committee referred to in Section 2. (l) "Common Stock" means common stock, $5.00 par value per share, of the Company. (m) "Company" means Comerica Incorporated, a Delaware corporation, or its successor. (n) "Corporate Transaction" has the meaning set forth in Section 3(e). (o) "Delegate" has the meaning set forth in Section 2(d). (p) "Disability" means, unless otherwise provided in an Award Agreement, permanent and total disability as determined under the Company's Long-Term Disability Plan applicable to the Participant; provided that, in any case, for an Award that is subject to Section 409A of the Code, "Disability" means "disability" as defined in Section 409(a)(2)(C) of the Code. (q) "Disaffiliation" means a Subsidiary's or an Affiliate's ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates. (r) "Effective Date" has the meaning set forth in Section 12(a). (s) "Eligible Individuals" means officers, employees, non-employee directors and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective officers, employees, non-employee directors and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates. (t) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. (u) "Fair Market Value" means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the most recent prior date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee may select. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Section 409A and Section 422(c)(1) of the Code. (v) "Full-Value Award" means any Award other than a Stock Option, Stock Appreciation Right or Cash Award. (w) "Good Reason" means, unless otherwise provided in an Award Agreement, (i) "Good Reason" as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which the Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no such Individual Agreement or if it does not define Good Reason, the occurrence of any of the following without a Participant's consent: (A) a material reduction in the Participant's annual base salary or target short-term incentive compensation opportunity, in each case, from that in effect immediately prior to the Change in Control; or (B) a mandatory relocation of the Participant's principal location of employment to a location that is more than fifty (50) miles from his or her principal employment location immediately prior to the Change in Control and increases the distance between such Participant's home and principal employment location. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (B) within ninety (90) days following the Participant's knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the "Cure Period") during which it may cure the condition, if curable. If the Company fails to cure the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within one (1) year following the end of the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant's mental or physical incapacity following the occurrence of an event described above in clauses (A) through (B) shall not affect the Participant's ability to terminate employment for Good Reason. (x) "Grant Date" means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award, or (ii) such later date as the Committee shall provide in such resolution. (y) "Incentive Stock Option" means any Stock Option designated in the applicable Award Agreement as an "incentive stock option" within the meaning of Section 422 of the Code, and that in fact so qualifies. (z) "Incumbent Board" has the meaning set forth in Section 10(e)(ii). (aa) "Indemnified Person" has the meaning set forth in Section 13(k). (bb) "Individual Agreement" means, solely with respect to periods on or after a Change in Control, a change in control, severance or salary continuation agreement between a Participant and the Company or one of its Subsidiaries or Affiliates, which, for the avoidance of doubt, does not include any arrangement providing for similar benefits under a plan or policy. (cc) "Nonqualified Stock Option" means any Stock Option that is not an Incentive Stock Option. (dd) "Other Stock-Based Award" means Awards granted to a Participant under Section 9 of this Plan. (ee) "Outstanding Company Common Stock" has the meaning set forth in Section 10(e)(i). (ff) "Outstanding Company Voting Securities" has the meaning set forth in Section 10(e)(i). (gg) "Participant" means an Eligible Individual to whom an Award is or has been granted. (hh) "Performance Goals" means the performance goals established by the Committee in connection with the grant of an Award. Such goals shall be based on the attainment of specified levels of one or more of the following measures: (a) earnings per share (including variations thereof, such as diluted earnings per share, earnings per common share or diluted earnings per common share), (b) return measures (including, but not limited to, return on assets, average assets, equity, common equity or sales or shareholder payout ratio), (c) income measures (before or after taxes, including, but not limited to, net income, net interest income and noninterest income), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner's equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica's Sustainability report, such as percentage reduction in paper consumption, water use, greenhouse gas emissions and/or landfill waste), (p) asset quality, (q) net interest margin, (r) deposit growth, (s) cost control, (t) liquidity, (u) objective customer service measures or indices, (v) customer satisfaction reports and (w) any other objective or subjective measures determined by the Committee, in each case with respect to the Company or any one or more Subsidiaries, divisions, business units or business segments thereof, or individual performance, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). Without limiting the generality of the foregoing, in measuring the achievement of the Performance Goals, the Committee may make such adjustments as it determines to be appropriate, including for items that are unusual in nature or occur infrequently, the impact of charges for restructurings, discontinued operations, force majeure events (such as a natural disaster, severe weather event, act of war, terrorist attack, pandemic or other similar event), the effect of accounting or tax changes and other items. (ii) "Person" has the meaning set forth in Section 10(e)(i). (jj) "Plan" means the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time. (kk) "Prior Plans" means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as amended to date, and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors, as amended to date. (ll) "Replaced Award" has the meaning set forth in Section 10(b). (mm) "Replacement Award" has the meaning set forth in Section 10(b). (nn) "Restricted Stock" means an Award granted under Section 6. (oo) "Restricted Stock Unit" has the meaning set forth in Section 7(a). (pp) "Retirement" means, as it pertains to officers and employees, except as otherwise provided by the Committee, retirement from active employment with the Company or any Affiliate on or after age 65 or after attainment of both age 55 and at least ten (10) years of service with the Company or its Affiliates (as reflected in the Company's records). (qq) "Section 16(b)" has the meaning set forth in Section 2(g). (rr) "Section 409A CIC" has the meaning set forth in Section 10(a). (ss) "Separation from Service" has the meaning set forth in Section 1(yy). (tt) "Share" means a share of Common Stock. (uu) "Stock Appreciation Right" means an Award granted under Section 5(b). (vv) "Stock Option" means an Award granted under Section 5(a). (ww) "Subsidiary" means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. (xx) "Term" means the maximum period during which a Stock Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as specified in the applicable Award Agreement. (yy) "Termination of Service" means the termination of the applicable Participant's employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant's employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service, and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall also be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary, Affiliate or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or any Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Service. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a "nonqualified deferred compensation plan" subject to Section 409A of the Code, a Participant shall not be considered to have experienced a "Termination of Service" unless the Participant has experienced a "separation from service" within the meaning of Section 409A of the Code (a "Separation from Service").SECTION 2. Administration (a) Committee. This Plan shall be administered by the Board directly, or if the Board elects, by the Governance, Compensation and Nominating Committee or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the "Committee" refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing. Subject to the terms and conditions of this Plan, the Committee shall have absolute authority: (i) To select the Eligible Individuals to whom Awards may from time to time be granted; (ii) To determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and Cash Awards or any combination thereof are to be granted hereunder; (iii) To determine the number of Shares to be covered by each Award granted hereunder or the amount of any Cash Award; (iv) To approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(c)) or any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Affiliate); (v) To modify, amend or adjust the terms and conditions (including, but not limited to, Performance Goals) of any Award (subject to Section 5(c) and Section 5(d)), at any time or from time to time, including, without limitation, in order to comply with tax and securities laws and to comply with changes of law and accounting standards; (vi) To determine to what extent and under what circumstances Common Stock or cash payable with respect to an Award shall be deferred, either automatically or at the election of a Participant; (vii) To determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing; (viii) To adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable; (ix) To establish any "blackout" period that the Committee in its sole discretion deems necessary or advisable; (x) To interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto); (xi) To decide all other matters that must be determined in connection with an Award; and (xii) To otherwise administer this Plan.(b) Procedures. (i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and, subject to Section 2(g), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any officer or officers selected by it. Any such allocation or delegation may be revoked by the Committee at any time. (ii) Any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. (c) Discretion of Committee. Subject to Section 1(h), any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Company, Participants and Eligible Individuals. (d) Cancellation or Suspension. Subject to Section 5(c), the Committee may cancel all or any portion of any Award, whether or not vested or deferred, as set forth below. Upon cancellation, the Participant shall forfeit the Award and any benefits attributable to such canceled Award or portion thereof. The Committee may cancel an Award if, in its sole discretion, the Committee determines in good faith that the Participant has done any of the following: (i) been convicted of, or plead guilty or nolo contendere to, a charge of commission of a felony under federal law or the law of the state in which such action occurred; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company. The Executive Vice President—Chief Human Resources Officer, or such other officer designated from time to time by the Committee (the "Delegate"), shall have the power and authority to suspend all or any portion of any Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This Section 2(d) shall have no application following a Change in Control. (e) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Participant's acceptance of the applicable Award Agreement within the time period specified in the Award Agreement, unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12(d) hereof. (f) Minimum Vesting Period. Except for Awards granted with respect to a maximum of 5% of the Shares authorized in the first sentence of Section 3(a), Award Agreements shall not provide for a designated vesting period of less than one (1) year. (g) Section 16(b). The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and all such transactions will be exempt from) the short-swing profit recovery rules of Section 16(b) of the Exchange Act ("Section 16(b)"). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).SECTION 3. Common Stock Subject to Plan (a) Authorized Shares. The maximum number of Shares that may be issued pursuant to Awards granted under this Plan shall be 7,720,000 Shares. Shares subject to an Award under this Plan may be authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise, at the sole discretion of the Committee. (b) Prior Plans. On and after the Effective Date, no new awards may be granted under the Prior Plans, it being understood that (i) awards outstanding under the Prior Plans as of the Effective Date shall remain in full force and effect under the applicable Prior Plan according to their respective terms, and (ii) to the extent that any such award is forfeited, terminates, expires or lapses without being exercised (to the extent applicable), or is settled for cash, the Shares subject to such award not delivered as a result thereof, including any Shares that are unearned under performance awards taking into account the maximum possible payout, shall again be available for Awards under this Plan. (c) Individual Limits. No Participant, other than a non-employee director, may be granted (i) Stock Appreciation Rights and Stock Options covering in excess of 1,000,000 Shares during any calendar year, (ii) Full-Value Awards covering in excess of 500,000 Shares during any calendar year or (iii) Cash Awards in excess of $10,000,000 during any calendar year. No Participant who is a non-employee director of the Company may be granted during any calendar year Awards covering Shares with a grant date fair value in excess of $500,000. (d) Rules for Calculating Shares Issued. To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards shall not be counted as Shares issued under this Plan. If tax withholding obligations relating to any Full-Value Award are satisfied by delivering Shares (either actually or through a signed document affirming the Participant's ownership and delivery of such Shares) or the Company withholding Shares relating to such Award, the net number of Shares subject to the Award after payment of the tax withholding obligations shall be deemed to have been granted for purposes of the first sentence of Section 3(a). If the exercise price and/or tax withholding obligations relating to any Stock Option or Stock Appreciation Right are satisfied by delivering Shares (either actually or through a signed document affirming the Participant's ownership and delivery of such Shares) or the Company withholding Shares relating to such Stock Option or Stock Appreciation Right, the gross number of Shares subject to the Stock Option or Stock Appreciation Right shall nonetheless be deemed to have been issued under this Plan.(e) Adjustment Provisions. (i) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company's direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a "Corporate Transaction"), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal and (E) the exercise price of outstanding Awards. (ii) In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company's shareholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitation limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal, and (E) the exercise price of outstanding Awards. (iii) In the case of Corporate Transactions, such adjustments may include: (A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Stock Option or Stock Appreciation Right shall conclusively be deemed valid); (B) the substitution of other property (including cash or other securities of the Company and securities of entities other than the Company) for the Shares subjectto outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). (iv) Any adjustments made pursuant to this Section 3(e) to Awards that are considered "nonqualified deferred compensation" subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Section 3(e) to Awards that are not considered "nonqualified deferred compensation" subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards. (v) Any adjustment under this Section 3(e) need not be the same for all Participants.SECTION 4. Eligibility Awards may be granted under this Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).SECTION 5. Stock Options and Stock Appreciation Rights (a) Stock Options. Stock Options may be granted alone or in addition to other Awards granted under this Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. The Award Agreement for a Stock Option shall indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. (b) Stock Appreciation Rights. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash or Shares in value equal to the product of (i) the excess of the Fair Market Value of one (1) Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right. (c) Exercise Price; Prohibition on Repricing. The exercise price per Share subject to a Stock Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date. In no event may any Stock Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(e), to decrease the exercise price thereof, be cancelled in exchange for other Awards or in conjunction with the grant of any new Stock Option or Stock Appreciation Right with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a "repricing" of such Stock Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company's shareholders. Further, except as provided in Section 3(e) hereof, the Committee may not, without prior approval of the Company's shareholders, seek to effect any repricing of any previously granted "underwater" Stock Option or Stock Appreciation Right by repurchasing the underwater Stock Option or Stock Appreciation Right with cash. A Stock Option or Stock Appreciation Right shall be deemed to be "underwater" at any time when the Fair Market Value of the Shares covered by such Stock Option or Stock Appreciation Right is less than the exercise price of the Stock Option or Stock Appreciation Right. (d) Term. The Term of each Stock Option and each Stock Appreciation Right shall be fixed by the Committee, but no Stock Option or Stock Appreciation Right shall be exercisable more than ten (10) years after its Grant Date. (e) Exercisability. Except as otherwise provided herein, Stock Options and Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. (f) Method of Exercise. Subject to the provisions of this Section 5, Stock Options and Stock Appreciation Rights may be exercised, in whole or in part, at any time during the Term thereof, in accordance with the methods and procedures established by the Committee in the Award Agreement or otherwise. (g) Delivery; Rights of Shareholders. A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld. Except as otherwise provided in Section 5(k), a Participant shall have all of the rights of a shareholder of the Company holding the number of Shares deliverable pursuant to such Stock Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares), when the Participant (i) has given proper notice of exercise, (ii) if requested, has given the representation described in Section 13(a) and (iii) in the case of a Stock Option, has paid in full for such Shares. (h) Nontransferability of Stock Options and Stock Appreciation Rights. No Stock Option or Stock Appreciation Right shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) upon the Participant's death, to a designated beneficiary pursuant to Section 13(f) hereof. Any Stock Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Stock Option is transferred pursuant to this Section 5(h), it being understood that the term "holder" and "Participant" include such guardian, legal representative and other transferee; provided, however, that the term "Termination of Service" shall continue to refer to the Termination of Service of the original Participant. (i) Termination of Service. The effect of a Participant's Termination of Service on any Stock Option or Stock Appreciation Right then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Stock Option or Stock Appreciation Right. In no event shall a Stock Option or Stock Appreciation Right be exercisable after the expiration of its Term. (j) Additional Rules for Incentive Stock Options. Notwithstanding any other provision of this Plan to the contrary, no Stock Option that is intended to qualify as an Incentive Stock Option may be granted to any Eligible Individual who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless at the time such Stock Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Stock Option by its terms is not exercisable after the expiration of five (5) years from the date such Stock Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time a Stock Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by its terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option. (k) Dividends and Dividend Equivalents. Dividends (whether paid in cash or Shares) and dividend equivalents may not be paid or accrued on Stock Options or Stock Appreciation Rights; provided that Stock Options and Stock Appreciation Rights may be adjusted under certain circumstances in accordance with the terms of Section 3(e).SECTION 6. Restricted Stock (a) Administration. Shares of Restricted Stock are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of Restricted Stock will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, thetime or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 6(c). (b) Book Entry Registration or Certificated Shares. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. If any certificate is issued in respect of Shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award, substantially in the following form:The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Comerica Incorporated, 1717 Main Street, Dallas, Texas 75201. The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award. (c) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service): (i) The Committee shall, prior to or at the time of grant, condition (A) the vesting of an Award of Restricted Stock upon the continued service of the applicable Participant, or (B) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Awards of Restricted Stock (including any applicable Performance Goals) need not be the same with respect to each recipient. (ii) Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Awards of Restricted Stock for which such vesting restrictions apply, and until the expiration of such period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock. (d) Rights of a Shareholder. Except as provided in this Section 6 and the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends; provided, however, that (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock shall be held subject to the vesting of the underlying Restricted Stock and (B) subject to Section 13(e), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid and shall be held subject to the vesting of the underlying Restricted Stock. (e) Termination of Service. The effect of a Participant's Termination of Service on any Share of Restricted Stock then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Share of Restricted Stock.SECTION 7. Restricted Stock Units (a) Nature of Awards. Restricted stock units and deferred share rights (together, "Restricted Stock Units") are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in a specified number of Shares or an amount of cash equal to the Fair Market Value of a specified number of Shares. (b) Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service): (i) The Committee shall, prior to or at the time of grant, condition (A) the vesting of Restricted Stock Units upon the continued service of the applicable Participant or (B) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including any applicable Performance Goals) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant. (ii) Subject to the provisions of this Plan and the applicable Award Agreement, prior to the delivery of Shares in settlement of Restricted Stock Units, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units. (iii) The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 13(e) below). (c) Rights of a Shareholder. A Participant to whom Restricted Stock Units are awarded shall have no rights as a shareholder with respect to the Shares represented by the Restricted Stock Units unless and until Shares are actually delivered to the participant in settlement thereof. The Award Agreement shall set forth any rights applicable to an Award of Restricted Stock Units to adjustment to reflect the deemed reinvestment in additional Restricted Stock Units of the dividends that would be paid and distributions that would be made with respect to the Award of Restricted Stock Units as if it consisted of actual Shares, subject to Section 13(e). (d) Termination of Service. The effect of a Participant's Termination of Service on any Restricted Stock Unit then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Restricted Stock Unit.SECTION 8. Cash Award The Committee may grant awards to Eligible Individuals that are denominated and payable in cash in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. With respect to a Cash Award subject to Performance Goals, the Performance Goals to be achieved during any performance period and the length of the performance period shall be determined by the Committee upon the grant of such Cash Award. The conditions for grant or vesting and the other provisions of a Cash Award (including any applicable Performance Goals) need not be the same with respect to each recipient.SECTION 9. Other Stock-Based Awards The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (a) involve the transfer of actual Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, or other awards denominated in, or with a value determined by reference to, a number of Shares that is specified at the time of the grant of such Award, and (d) be designed to comply with applicable laws of jurisdictions other than the United States.SECTION 10. Change-in-Control Provisions (a) General. The provisions of this Section 10 shall, subject to Section 3(e), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement. (b) Impact of Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Stock Options and Stock Appreciation Rights shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Awards) and all Cash Awards (other than performance-based Cash Awards) shall vest in full, be free of restrictions and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a "Replacement Award") is provided to the Participant pursuant to Section 3(e) to replace such Award (any award intended to be replaced by a Replacement Award, a "Replaced Award"), and (ii) any performance-based Full Value Award or Cash Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)). (c) Replacement Awards. An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (except that for any Replaced Award that is performance-based, the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such shorter period as determined by the Committee) and the applicable Performance Goals shall be deemed to be achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)); (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(e); (iii) the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (d) Termination of Service. Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Company other than for Cause or by the Participant for Good Reason within twenty-four (24) months following a Change in Control (or such longer period as specified in the applicable Award Agreement), (i) all Replacement Awards held by such Participant shall vest in full and be free of restrictions and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Stock Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remainsoutstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Nonqualified Stock Option or Stock Appreciation Right. (e) Definition of Change in Control. For purposes of this Plan, a "Change in Control" shall mean the happening of any of the following events: (i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(e); or (ii) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that, for purposes of this Section 10(e), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board; or (iii) The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a "Business Combination"), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from suchBusiness Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.Notwithstanding any other provision of this Plan, any Award Agreement or any Individual Agreement, for any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, a Change in Control shall not constitute a settlement or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change in Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations promulgated thereunder (a "Section 409A CIC"); provided, however, that whether or not a Change in Control is a Section 409A CIC, such Change in Control shall result in the accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee.SECTION 11. Section 409A This Plan and the Awards granted hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered and interpreted in all respects in accordance with Section 409A of the Code. Each payment under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute "nonqualified deferred compensation" subject to Section 409A of the Code that would otherwise be payable by reason of a Participant's Separation from Service during the six (6)-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant's Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the designated beneficiary of the Participant pursuant to Section 13(f) hereof within thirty (30) days following the date of the Participant's death.SECTION 12. Term, Amendment and Termination (a) Effectiveness. The Comerica Incorporated 2018 Long-Term Incentive Plan was originally approved by the Committee and adopted by the Board on February 27, 2018, and became effective on April 24, 2018, the date of approval by the Company's shareholders (such original version of the Plan, the "Prior 2018 Plan"). This Plan (the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan) was approved by the Committee and adopted by the Board on February 23, 2021, subject to and contingent upon approval by the Company's shareholders. This Plan will be effective as of the date of such approval by the Company's shareholders (the "Effective Date"). For the avoidance of doubt, if this Plan is not approved, the Prior 2018 Plan shall continue in effect. (b) Termination. This Plan will terminate on the tenth (10th) anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan. (c) Amendment of Plan. The Board or the Committee may amend, alter or discontinue this Plan, but no amendment, alteration or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant's consent, except such an amendment made to comply with applicable law, including Section 409A of the Code, ApplicableExchange listing standards or accounting rules. In addition, no amendment shall be made without the approval of the Company's shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange. (d) Amendment of Awards. Subject to Section 5(c), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant's consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, Applicable Exchange listing standards or accounting rules.SECTION 13. General Provisions (a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any Shares (whether in certificated or book-entry form) under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable. (b) Additional Compensation Arrangements. Nothing contained in this Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees or directors. (c) No Contract of Employment. This Plan shall not constitute a contract of employment, and adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time. (d) Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under this Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock. (e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards). If sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number tothe Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 13(e). Any dividends or dividend equivalents credited with respect to any Award will be subject to the same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award. (f) Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant's death are to be paid or by whom any rights of such Participant after such Participant's death may be exercised. (g) Governing Law and Interpretation. This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Whenever the words "include," "includes" or "including" are used in this Plan, they shall be deemed to be followed by the words "but not limited to" and the word "or" shall be understood to mean "and/or" where the context so requires. (h) Nontransferability. Except as otherwise provided in Section 5(h), or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution, in each case, for no value or consideration. (i) Clawback Policy. Awards granted pursuant to this Plan shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries; provided, however, unless prohibited by applicable law, the Company's recoupment (clawback) policy shall have no application to the Award (or the Shares, or payments received in respect of an Award) following a Change in Control. (j) Whistleblowing. Nothing contained in this Plan prohibits a Participant from (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any government agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission. (k) Indemnification. No member of the Board or the Committee or any designated officer, Delegate or employee (each, an "Indemnified Person") shall have any liability to any person (including, without limitation, any Participant) for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any Award granted hereunder. The Company shall indemnify an Indemnified Person for all costs and expenses and, to the fullest extent permitted by applicable law and the Company's governing documents, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with the administration of this Plan and the Awards granted hereunder. (l) Unfunded Status of Plan. It is intended that this Plan constitute an "unfunded" plan. Neither the Company nor the Committee shall have any obligation to segregate assets or establish a trust or other arrangements to meet the obligations created under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligation created by the Plan and the Award Agreement. No such obligation shall be deemed to be secured by any pledge or encumbrance on the property of the Company.COMERICA INCORPORATED 2021EMPLOYEE STOCK PURCHASE PLAN The purpose of the Comerica Incorporated 2021 Employee Stock Purchase Plan (the "Plan") is to provide employees of Comerica Incorporated, a Delaware corporation (the "Corporation"), and its subsidiaries and affiliates, with an opportunity to acquire a proprietary interest in the Corporation. The Plan provides all Eligible Employees the option to purchase shares of Common Stock of the Corporation through voluntary systematic payroll deductions. The options provided to Employees under the Plan shall be in addition to regular salary, profit sharing, pension, life insurance, special payments or other benefits related to an Employee's employment with the Corporation. The Plan is not intended to qualify as an "employee stock purchase plan" pursuant to Section 423 of the Code or to be an employee benefit plan pursuant to the Employee Retirement Income Security Act of 1974, as amended.2.1 "Account" shall mean the bookkeeping account maintained by the Plan Administrator to reflect the Contributions made by or on behalf of a Participant.2.2 "Beneficiary" shall mean the person or persons designated by the Participant to receive any property payable or distributable with respect to such Participant's Account upon the death of the Participant.2.3 "Board" shall mean the board of directors of the Corporation.2.4 "Code" shall mean the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.2.5 "Committee" shall mean the committee appointed or designated by the Board to administer the Plan in accordance with Article 4 of this Plan. Unless otherwise determined by the Board, the Governance, Compensation and Nominating Committee of the Board shall be the Committee.2.6 "Common Stock" means the common stock of the Corporation, par value $5.00 per share.2.7 "Contributions" shall mean all amounts credited to the Account of a Participant pursuant to Section 5.3(e).2.8 "Effective Date" shall mean the date that this Plan is approved by the Board.2.9 "Eligible Employee" shall mean each Employee of the Corporation (or its affiliates and subsidiaries), other than an Employee who: (a) is an Ineligible Foreign Employee, or (b) immediately after the grant of the option, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation. For these purposes, ownership shall be determined by applying the rules specified in Section 424(d) of the Code.2.10 "Employee" shall mean any common law employee (as defined in accordance with the regulations and rulings then applicable under Section 3401(c) of the Code) of the Corporation. For purposes of the Plan, an individual's status as an "Employee" shall be treated as continuing intact while an individual is on sick leave or other leave of absence approved by the Corporation, until the Corporation deems the employment relationship to be terminated in accordance with applicable Corporation policies and procedures.II-12.11 "Enrollment Period" shall mean the period determined by the Committee or the Plan Administrator during which each Eligible Employee shall elect whether or not, and to what extent, to participate in the Offering.2.12 "Fair Market Value" means the closing price of a share of a Common Stock on the New York Stock Exchange as reported on such source as the Committee or the Plan Administrator may select; if, however, there is no trading of shares of Common Stock on the date in question, then the closing price of the shares as so reported, on the last preceding trading day shall instead be used to determine Fair Market Value. If Fair Market Value for any date in question cannot be determined as provided above, Fair Market Value shall be determined by the Committee in its good faith discretion based on a reasonable valuation method.2.13 "Ineligible Foreign Employee" shall mean an Employee who is a citizen or resident of a jurisdiction outside of the United States (without regard to whether he or she is also a citizen of the United States or is a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) who is determined by the Committee or the Plan Administrator to be ineligible to participate in the Plan because the grant of an option under the Plan to such individual is prohibited under the laws of such jurisdiction or because participation in the Plan by such individual is impractical.2.14 "Offering" shall mean, with respect to an Offering Period, the grant of an option to purchase shares of Common Stock.2.15 "Offering Period" means the three-month period beginning on the first business day of each calendar quarter, or such other period determined by the Committee.2.16 "Participant" shall mean an Employee who has elected, pursuant to a Subscription Agreement, to participate in an Offering under the Plan.2.17 "Payroll Deduction Period" shall mean the period determined by the Committee or the Plan Administrator during which payroll deductions shall be made and credited to each Participant's Account.2.18 "Plan" shall mean this Comerica Incorporated 2021 Employee Stock Purchase Plan, as amended from time to time.2.19 "Plan Administrator" means, unless determined otherwise by the Board or the Committee, the Chief Human Resources Officer (or, if no individual is designated as the Chief Human Resources Officer, then the individual designated to perform the duties of the Chief Human Resources Officer).2.20 "Purchase Day" shall mean the date specified by the Committee or the Plan Administrator on which options of Participants will be automatically exercised in full to purchase shares of Common Stock or, if not exercised, shall thereupon expire. Unless otherwise determined by the Committee or the Plan Administrator, the Purchase Day shall be the last trading day (i.e., day on which the New York Stock Exchange is open for trading) of the applicable Offering Period.2.21 "Subscription Agreement" shall mean an agreement in a form approved by and in a manner prescribed by the Plan Administrator, pursuant to which an Eligible Employee may elect to participate in the Plan. The Subscription Agreement shall contain such Employee's authorization and consent to payroll deductions. The Subscription Agreement shall comply with and be subject to the terms and conditions of the Plan. Any individual who is or becomes an Eligible Employee five business days prior to the last day of an Enrollment Period for an Offering shall be eligible to participate in the Plan with respect to such Offering. An individual whose employment is terminated and who is subsequently reemployed shall be eligible to participate in the Plan with respect to each Offering occurring subsequent to his or her reemployment date, provided the individual is an Eligible Employee during the applicable Enrollment Period.II-2 The Plan shall be administered by the Committee; provided, however, that the Board shall have the authority to exercise any and all duties and responsibilities assigned to the Committee under the Plan. The Committee shall have full power and authority to construe, interpret and administer the Plan. The Committee shall have the full and exclusive right to establish the terms of each Offering under the Plan except as otherwise expressly provided in this Plan. It may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum and all decisions of the Committee shall be final, conclusive and binding upon all parties, including the Corporation, the stockholders, and Employees. In addition, unless determined otherwise by the Board or Committee, the Plan Administrator shall handle the day-to-day administration of the Plan. The Plan Administrator may employ accountants, legal counsel and any other experts he or she deems advisable to assist in the administration of the Plan.5.1 Annual Offerings. Each calendar year (or portion thereof) during the term of the Plan, unless the Committee determines otherwise, the Corporation will make one or more Offerings in which options to purchase the Corporation's Common Stock will be granted to Eligible Employees under the Plan.5.2 Number of Shares Available for Options. Subject to adjustments as described below, no more than 5,000,000 shares of Common Stock may be sold pursuant to options granted under the Plan. Shares of Common Stock subject to the Plan may be shares now or hereafter authorized, issued or outstanding or hereafter acquired by the Corporation. If, for any reason, any option under the Plan expires or terminates in whole or in part, shares subject to such expired or terminated option may be again be available for issuance upon exercise of a new option under the Plan.5.3 Terms and Conditions of Options. (a) An option price per share for each Offering shall be determined by the Committee on or prior to the first day of the Offering Period. Unless otherwise determined by the Committee, the option price per share shall be the 85% of the Fair Market Value of the Common Stock on the Purchase Day. The option price shall be increased by applicable commissions and brokerage fees, if any. (b) Each option shall entitle an Eligible Employee to purchase up to a specified number of shares of Common Stock. Alternatively, or in combination with setting a maximum number of shares, the Committee may choose to determine a maximum dollar amount that could be used to purchase shares for each Offering. Each Employee may elect to participate for less than the maximum number of shares or dollar amount specified by the Committee. No option shall be exercised for a fractional share of Common Stock. Unless otherwise determined by the Committee prior to or on the first day of an Offering Period, each option shall expire on the last day of the Offering Period. (c) Each Eligible Employee who desires to participate in an Offering shall elect to do so by completing and delivering a Subscription Agreement in the form (including without limitation, telephonic and electronic transmission, utilization of voice response systems and computer entry) prescribed by the Plan Administrator. Such Subscription Agreement must be delivered to the Plan Administrator by the end of the applicable Enrollment Period and shall specify the dollar amount of Contributions to be made by the Participant for the Offering Period and authorize payroll deductions on behalf of the Participant during the Payroll Deduction Period. The Participant's Contributions shall be deducted from such Participant's regular wages on each payday during the Payroll Deduction Period. The Plan Administrator may impose such additional limitations or restrictions as may be appropriate or desirable for the efficient administration of the Plan. Each Subscription Agreement shall constitute an election to participate in the current Offering Period and all subsequent OfferingII-3Periods under the Plan until the Participant elects to terminate their Subscription Agreement pursuant to Section 5.6 or Section 5.7. (d) Notwithstanding any provision herein, the aggregate amount of Contributions credited to a Participant's Account shall not exceed $25,000 for any calendar year. (e) All Contributions shall be credited to that Participant's Account. A Participant's Account balance shall be reduced by the option price for shares of Common Stock acquired on the Purchase Day, or by any other amounts paid or distributed on any other date pursuant to the terms hereof. (f) On the Purchase Day for the applicable Offering Period, the options of each Participant participating in such Offering shall be automatically exercised in full without the need for the Participant to take any action. Upon exercise of an option, whole shares shall be paid for in full with amounts credited to the Participant's Account, and any balance in the Participant's Account shall be paid to the Participant in cash as soon as practicable following the Purchase Day (or, if permitted by the Plan Administrator, applied to subsequent Offerings during the Plan Year). (g) A Participant will have none of the rights and privileges of a stockholder of the Corporation with respect to the shares of Common Stock subject to an option under the Plan until such shares of Common Stock have been transferred or issued to the Participant or to a designated broker for the Participant on the books of the Corporation. (h) Neither the option nor any Contributions credited to the Participant's Account may be assigned, transferred, pledged or otherwise disposed of in any way except by will or the laws of descent and distribution and, during the lifetime of the Participant, such option may be exercised and such Contributions may be applied only for the benefit of the Participant.5.4 Issuance of Shares of Common Stock. As soon as administratively practicable following a Purchase Day, the Corporation shall issue the purchased shares of Common Stock to each Participant, net of tax withholdings as described in Section 9.3. At the option of the Corporation, the issuance of such shares may be represented either by book entry registration in the Corporation's direct registration services or by a certificate. The time of issuance and delivery of the shares of Common Stock may be postponed for such periods as may be required to comply with registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, listing requirements of any exchange on which the shares of Common Stock may then be listed, and the requirements under other laws or regulations applicable to the issuance or sale of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been issued and delivered to the Participant as provided in this Section 5.4.5.5 Modification of Contributions. A Participant may elect to change the amount of his or her Contributions with respect to each Offering Period at any time during the Enrollment Period. Once the Offering Period commences, a Participant may elect, on a prospective basis, to decrease his or her Contributions during the Offering Period. Such elections shall be made by completing and filing with the Plan Administrator a new Subscription Agreement, at such time and in such manner as prescribed by the Plan Administrator. Any Subscription Agreement made pursuant to this Section 5.5 shall override any then outstanding Subscription Agreement.5.6 Revocation of Subscription Agreement During an Offering Period. Up to two calendar weeks prior to the Purchase Day, a Participant shall have the right to revoke his or her Subscription Agreement, at such time and in such manner as prescribed by the Plan Administrator. The Corporation shall, upon receipt of such notice of revocation, refund to the Participant, without interest, any amounts credited to the Participant's Account, as soon as administratively practicable following such revocation. Such Participant shall not be entitled to recommence participation with respect to the Offering Period in which such revocation becomes effective; however, the Participant shall be eligible to participate in future Offering Periods, subject to the terms and conditions of the Plan.II-45.7 Revocation of Subscription Agreement During an Enrollment Period. At any time during an Enrollment Period, a Participant shall have the right to revoke his or her Subscription Agreement and unenroll in future Offering Periods, at such time and in such manner as prescribed by the Plan Administrator.ARTICLE VITERMINATION OF EMPLOYMENT Unless otherwise provided by the Committee, upon a Participant's termination from employment with the Corporation for any reason or in the event that a Participant is no longer an Eligible Employee or if the Participant elects to revoke his or her Subscription Agreement pursuant to Section 5.6, any amounts credited to such Participant's Account shall be paid in a cash lump sum, without interest, to him or her via regular payroll as soon as administratively practicable following such event. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Corporation, issuance of warrants or other rights to purchase Common Stock or other securities of the Corporation, or other similar corporate transaction or event affects the fair value of an option, then the Board shall adjust any or all of the following so that the fair value of the option immediately after the transaction or event is equal to the fair value of the option immediately prior to the transaction or event (a) the number and type of shares of Common Stock which thereafter may be made the subject of options, (b) the number and type of shares of Common Stock subject to outstanding options, and (c) the grant, purchase or exercise price with respect to any option or, if deemed appropriate, make provision for a cash payment to the holder of an option. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Corporation is subject. Upon the occurrence of any such adjustment, the Plan Administrator shall provide notice to each affected Participant of its computation of such adjustment, which shall be conclusive and shall be binding upon each such Participant.ARTICLE VIIIAMENDMENT OR TERMINATION Except to the extent otherwise provided under applicable securities laws or listing rules, the Committee may, at any time and from time to time, alter, amend, suspend or terminate the Plan, any part thereof or any option thereunder as it may deem proper and in the best interests of the Corporation. Notwithstanding the foregoing, the Plan shall terminate as of the Purchase Day for the Offering Period in which Eligible Employees elect to participate for a number of shares of Common Stock greater than the number of shares remaining available for purchase. If the number of shares of Common Stock Participants elect to purchase with respect to an Offering Period shall be greater than the number of shares of Common Stock remaining available, the available shares shall on the Purchase Date be allocated among such Participants pro rata on the basis of the number of shares each Participant has elected to purchase.ARTICLE IXMISCELLANEOUS PROVISIONS9.1 Expenses of Administration. No charge of any kind will be made by the Corporation against any Participant's Account for expenses incurred in the administration of the Plan other than the for the purchase of shares of Common Stock under the Plan. The Corporation will pay all fees and expensesII-5incurred by the Corporation in connection with the administration of the Plan. Participants shall, however, remain responsible for payment of applicable commissions and brokerage fees, as applicable.9.2 Investment Intent. The Corporation may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.9.3 Tax Withholding. The Corporation shall have the right to deduct from all amounts payable to a Participant (whether under this Plan or otherwise) any taxes required by law to be withheld in respect of amounts payable under this Plan. The Corporation may permit a Participant to satisfy any tax-withholding obligation through the reduction of the Account balance on the Purchase Date by withholding a number of shares of Common Stock otherwise issuable to the Participant upon the Purchase Date having a Fair Market Value equal to the minimum withholding obligation and issuing a "net" number of shares to the Participant.9.4 No Right to Continued Employment. Neither the Plan nor any option granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Corporation.9.5 Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Corporation acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Corporation, and each Employee of the Corporation acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Corporation in respect of any such action, determination, or interpretation.9.6 Applicable Law. This Plan and related documents shall be governed by, and construed in accordance with, the laws of the State of Delaware. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue to be fully effective.9.7 Plan Funds. All amounts held by the Corporation in Accounts under the Plan may be used for any corporate purpose of the Corporation. No interest will be paid to any Employee or credited to his or her Account under this Plan.9.8 Compliance with Governmental Laws and Stock Exchange Regulations. The obligation of the Corporation to sell and deliver Common Stock under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale or delivery of such Common Stock. The Corporation may, without liability to Participants, defer or cancel delivery of shares or take other action it deems appropriate in cases where applicable laws, regulations or stock exchange rules impose constraints on the normal Plan operations or delivery of shares.9.9 Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Corporation within twelve months after the date the Plan is adopted by the Board. If such shareholder approval is not obtained prior to the first Purchase Day, the Plan shall be null and void and all Participants shall be deemed to have withdrawn all payroll deductions credited to their accounts on such Purchase Day.II-6MMMMMMMMMMMM C123456789 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 You may vote online or by phone instead of mailing this card. Comerica’s employee benefit plan votes submitted electronically must be received by 11:59 PM, Central Time, on April 25, 2021. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/CMA or scan delete QR code and control # the QR cod e — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CMA Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Nominees For Against Abstain For Against Abstain For Against Abstain 01 - Michael E. Collins 02 - Roger A. Cregg 03 - T. Kevin DeNicola 04 - Curtis C. Farmer 05 - Jacqueline P. Kane 06 - Richard G. Lindner 07 - Barbara R. Smith 08 - Robert S. Taubman 09 - Reginald M. Turner, Jr. 10 - Nina G. Vaca 11 - Michael G. Van de Ven For Against Abstain For Against Abstain 2. Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm 3. Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation For Against Abstain For Against Abstain 4. Approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan 5. Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan 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, 4 AND 5. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 9 3 2 1 5 03EBIC MMMMMMMMM B DIRECTOR PROPOSALS — The Board of Directors recommends a vote FOR Items 2, 3, 4 and 5. A ELECTION OF DIRECTORS — The Board of Directors recommends a vote FOR all of the listed nominees. 2021 Annual Meeting Proxy Card1234 5678 9012 345
The 2021 Annual Meeting of Shareholders of Comerica Incorporated will be held on Tuesday, April 27, 2021 at 9:30 a.m. CST virtually via the internet at www.meetingcenter.io/220952924. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — CMA2021. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 27, 2021 The proxy statement and annual report to security holders are available at www.envisionreports.com/CMA q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 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 26, 2021, at the Annual Meeting of Shareholders to be held on April 27, 2021, 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 instructions to the trustees or administrators, as applicable, of certain of Comerica’s employee benefit plans to vote 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. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. (Items to be voted appear on reverse side) Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Change of Address — Please print new address below. + D Non-Voting Items C Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Proxy — Comerica Incorporated Small steps make an impact. Help the environment by consenting to receive electronic delivery. Sign up at www.envisionreports.com/CMA
96 2023 Proxy Statement 
