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11, 2024 as we move forward. We feel our unique position in growth markets, with a proven reputation for credit and expense coupled with our successful execution of our interest rate management strategy, combine to create a powerful investment thesis for our shareholders. About Comerica Our management team and the Board are focused on serving the long-term interests of added in 2023 diverse 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: Arthur G. Angulo, Nancy Avila, Roger A. Cregg, Curtis C. Farmer, M. Alan Gardner, Derek J. Kerr, Richard G. Lindner, Jennifer H. Sampson, Barbara R. Smith, Robert S. Taubman, Nina G. Vaca and Michael G. Van de Ven. Three directors - Michael E. Collins, Jacqueline P. Kane, and Reginald Turner, Jr. - are leaving the Board at the 2024 Annual Shareholders' Meeting. Two such directors (Michael E. Collins and Jacqueline P. Kane) are retiring in accordance with our Corporate Governance Guidelines, which provide that directors must retire from the Board at the Annual Meeting of Shareholders immediately following their 72nd birthday. Additionally, Reginald M. Turner, Jr., who has served as a member of the Board since 2005, will not be standing for re-election. Simultaneous with the Annual Meeting, it is expected that the size of the Board will be reduced to twelve members. The following section provides information as of March director and the three retiring/departing directors. Directors Comerica expects each director to attend each Annual Meeting except in cases of illness, emergency or other reasonable grounds for non-attendance. Each of the Board members serving at the time of the 2023 Annual Meeting attended the 2023 Annual Meeting. Board for its consideration. This allows our directors sufficient time to devote to Comerica and its shareholders. For those proposed director nominees who meet the minimum qualifications, the Governance A nominee also must make certain representations and agree that new risks. risk management. The Board • All members are independent and financially literate in accordance with New York Stock Exchange (“NYSE”) requirements members of the Audit Committee serve on the audit committees of more than three public companies client related events. • All members are independent Our Chief Executive Officer also serves as the Chairman of the Board. Mr. Farmer has provided strong leadership to the Board and management, instilling a clear focus on the The Board of Directors has determined that all non-management directors, currently constituting 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 Young's independence. Young's independence. 2022. 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 firm. The Governance, Compensation and Nominating Committee For investors. Role of the BOK Financial Corp. Citizens Financial Group, Inc. Regions Financial Corp. First Horizon National Corp. “at-risk.” Pay-for-performance rewards long-term value creation and aligns with shareholder interests. 65% 15% Funding MIP EPS MIP ROA Each NEO had a target opportunity under the 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 2023 SELTPP units 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. shareholders. contributions after completing 6 months of service and all contributions vest immediately 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 deductibility. due to material noncompliance with any financial reporting requirement under the securities strategic responsibilities. Accordingly, we fund MIP processes decisions. Chairman 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 employee events. 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 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) $71.96 on 1/23/2023, 2,157 RSUs vested with a closing market price of $72.03 on 1/26/2023, and 1,192 RSUs vested with a closing market price of $72.57 on 1/28/2023. 6,739 SELTPP units vested on their determination date at a closing market price of $70.10 on 2/28/2023. Name Curtis C. Farmer James J. Herzog J. McGregor Carr Megan D. Crespi John D. Buchanan assumed). The amounts set forth in the table above are not subject to deduction for Social Security or other offset amounts. A participant who is unmarried at the time of retirement generally receives a pension in the form of a single life annuity, the annual amount of which is listed in the Curtis C. Farmer(7) James J. Herzog(7)(8) target or estimated J. McGregor Carr(5) Megan D. Crespi John D. Buchanan(6) 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 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 Comerica or the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected Comerica. Long-Term Incentive Plan, as Further Amended and Restated $49.86. References to the "Committee" in parts of the summary of plan terms below generally include the Committee's delegate(s), where the Committee has delegated authority consistent with the Proposed LTIP. the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as Further Amended and Restated Committee, in each case with respect to Comerica or any one or more subsidiaries, divisions, business units or business segments thereof, or individual performance, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). 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. recipient with respect to an award, except such an amendment made to cause the deduction 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. 11, 2024. You will receive paper copies at no cost to you. advisory proposal to approve executive compensation; and for the approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive 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. Admission to the Virtual Annual received. Questions can be submitted during the meeting by accessing the meeting center at Technical assistance will be available for shareholders attending the meeting. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. (l) For non-employee directors, “Disability” means any medically determinable physical or mental impairment of a non-employee director (x) (jj) SECTION 2. Administration (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. to outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 6(c). (b)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): SECTION 10. Change-in-Control Provisions outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Nonqualified Stock Option or Stock Appreciation Right. Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or Exchange listing standards or accounting rules. In addition, no amendment shall be made without the approval of the the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 13(e). Any dividends or dividend equivalents credited with respect to any Award will be subject to the same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award. Non-GAAP Financial MeasuresPayment of Filing Fee (Check the appropriate box)all boxes that apply):ý☒
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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:Table
Contents
Comerica IncorporatedProxy Statement and Notice of20212024 Annual Meeting of ShareholdersAppendix A: Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as Further Amended and Restated
1717 Main Street
Dallas, Texas 7520116, 202120212024 Annual Meeting of Shareholders of Comerica Incorporated at 9:308:00 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, the23, 2024. 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 due to the COVID-19 pandemic. Comerica moved quickly to protect and support customers and colleagues by implementing new operational protocols, significantly increasingfor our contributions to community organizations, supporting clients with Paycheck Protection Program loans, and providing additional pay and healthcare resources for colleagues. The Business Continuity Executive Team was mobilized and met at least bi-weekly throughout the year 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,industry, 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 maintained our strong capital levels, and our book value grew 7 percent from 2019, to over $55. In summary,felt it was a solidyear of achievement. Following industry disruptions, we protected relationships, stabilized deposits, maintained strong credit quality, enhanced our capital, and took steps to help position our business for future success. Despite the volatility, we delivered impactful banking solutions and resources to small businesses, enhanced capabilities for wealth management clients with a strategic partnership with Ameriprise Financial, and continued technology and product modernization. We positively impacted our local communities through our support of financial education, economic development and human services programming, and we received an particularly considering the difficult economic conditions.Sincerely, 
Sincerely,
Curtis C. Farmer
Chairman, President and Chief Executive OfficerBarbara R. Smith
Facilitating DirectorPROXY STATEMENTTABLE OF CONTENTSNOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS1EXECUTIVE SUMMARY2Proposal I Submitted for your Vote — Election of Directors8Information about Nominees9Board and Committee Governance14Committees and Meetings of Directors17Non-Management Directors and Communication with the Board19Board Leadership Structure20Role in Risk Oversight20Transactions with Related Persons21Director Independence23Compensation Committee Interlocks and Insider Participation25Compensation of Directors26Proposal II Submitted for your Vote — Ratification of the Appointment 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 2022 Annual Meeting104General 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 SHAREHOLDERSTime and Date9:30 a.m., Central Time, April 27, 2021PlaceVirtual 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 ReferenceI. Election of directorsFOR EACH DIRECTOR NOMINEE8II. Ratification of Ernst & Young LLP as independent registered public accounting firm for 2021FOR28III. Advisory approval of the Company's executive compensationFOR36IV. Approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive PlanFOR84V. Approval of the Comerica Incorporated 2021 Employee Stock Purchase PlanFOR96VI. Other business that properly comes before the meeting
Meeting of ShareholdersVoting 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.
27, 2021. The 23, 2024: Comerica'sproxy statement and 2023 annual report to security holders are available at www.envisionreports.com/CMA.How to Vote 
For shares held in Comerica’s employee benefit plans, the voting deadline is Sunday, 11:59 p.m. (Central Time) on April 21, 2024. Voting Matters Proposals Board Vote
Recommendation“FOR” EACH
DIRECTOR NOMINEE“FOR” “FOR” "FOR" 
John D. Buchanan— Chief Legal Officer,
and Corporate SecretaryThethe Commercial Bank, Thethe Retail Bank and Wealth Management. Comerica focuses on building relationships and helping people and businesses be successful. In addition to Texas, Comerica provides more than 400 banking centers across the country, with locations can be found in Arizona, California, Florida, Michigan and Texas. Founded 175 years ago in Detroit, Michigan, with select businesses operatingComerica continues to expand into new regions, including its Southeast Market, based in several otherNorth Carolina, and Mountain West Market in Colorado. Comerica has offices in 17 states and services 14 of the 15 largest U.S. metropolitan areas, as well as in Canada and Mexico.
Comerica's Core Values
2020 FinancialOperating Performance we demonstrated our ability to successfully navigate disruptions. Our colleagues rallied to support our customers through an uncertain time, ultimately helping to deliver record results."2024 Proxy Statement 2 Comerica Incorporated Comerica 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 $189 million of common stock (3.2 million shares) in the first quarter.
Commitment to Diversity, Sustainability and Community 2023 Financial Performance ($ in billions; avg.) ($ in billions) 
2023 Peer Comparisons 
2024 Proxy Statement 3 Comerica Incorporated 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 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.
BoardGovernance Overview and ESG Governance Highlights 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:3four new independent Board members since 2016 45%elevenfifteen Board members, threefive (33%) are female and threesix (40%) are racially/ethnically diverse. Comerica's long-term corporate strategy on an ongoing basis as well as atand in an annual dedicated session•Proxy access •Ten out
Board or its committees oversee and guide our corporate responsibility and ESG-related commitments, policies and programs Enterprise Risk Committee ("ERC") oversees all of eleven directors (91%) are independentComerica’s risk management, including environmental and social risks (e.g., sustainability, climate change and corporate social responsibility) and data privacy and cybersecurity•No directors attended fewer than 75% of meetings •Independent audit, compensation and nominating committees •Independent Facilitating Director with robust duties and responsibilities •Women hold key Board leadership positions (Independent Facilitating Director and 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 Executive Vice President of Corporate Responsibility COVID-19 Oversight 2024 Proxy Statement 4 Comerica Incorporated In 2020, managementSustainability in 2023 
Additional disclosures available through www.comerica.com TCFD Report CDP Climate Change Questionnaire Response SASB Index
and GRI IndexBoard 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 leadershipfollowing criteria are met: More than 50% of the CEOCompany's revenues attributed to environmentally beneficial businesses and/or more than 50% of loan proceeds are dedicated to green purposes or projects. There are fourteen green loan categories disclosed in the TCFD 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.
2024 Proxy Statement 5 Comerica Incorporated Employee Diversity, Inclusion and Engagement in 2023 
Published Workforce Demographics (EEO-1 Index) on www.comerica.com All of Comerica’s Executive Diversity Committee members are required to include diversity and inclusion in their annual performance review Corporate Responsibility Report includes more information on DE&I at Comerica Employee metrics as of 12/31/2023 2024 Proxy Statement 6 Comerica Incorporated Volunteerism & Community in 2023 
2024 Proxy Statement 7 Comerica Incorporated Board Nominees and Other Directors nominee.nominee as well as three retiring directors, Michael E. Collins, Jacqueline P. Kane and Reginald M. Turner, Jr. Each director nominee will be elected for a one-year term. Directors are elected by a majority of votes cast.Director
SinceCommittee Memberships Other Public
Company BoardsName Age Occupation Independent AC GCNC ERC QLCC COC Arthur G. Angulo 59 2023 Partner and Promontory Managing Director, Promontory Financial Group Yes C Nancy Avila 57 2022 Retired EVP and Chief Information and Technology Officer, McKesson Corporation Yes Michael E. Collins 72 2016 Chair and Sr. Counselor, Blake Collins Group Yes C Roger A. Cregg 67 2006 Retired President & CEO, AV
Homes, Inc.Yes C, F C Sterling Construction
Company, Inc.Curtis C. Farmer 61 2018 Chairman, President and CEO,
Comerica Inc. and Comerica BankNo Texas Instruments Incorporated M. Alan Gardner 64 2023 EVP and Chief People Officer, Frontier Communications Yes Jacqueline P. Kane 71 2008 Retired EVP, Human
Resources and Corporate Affairs, The Clorox CompanyYes Derek J. Kerr 59 2023 Retired Vice Chair and Chief Financial Officer, American Airlines Group Inc. and retired President, American Eagle Yes F Aecom Group, Inc. Richard G. Lindner 69 2008 Yes F Jennifer H. Sampson 54 2023 President and CEO, United Way of Metropolitan Dallas Yes 64 2017 IFD Commercial Metals Company Robert S. Taubman 70 2000 Chairman & CEO, The Taubman Realty Group LLC and Chairman, President & CEO, The Taubman Company LLC Yes Reginald M. Turner, Jr. 64 2005 Retired Attorney, Clark Hill (Member Emeritus) Yes Masco Corporation (retired May 2023) Nina G. Vaca 52 2008 Chairman & CEO, Pinnacle
Technical Resources, Inc. and
Vaca Industries Inc.Yes Cinemark Holdings, Inc. Michael G. Van de Ven 62 2016 Executive Advisor, Southwest Airlines Co. Yes C Director Committee Memberships Other Public Age since Occupation Independent AC GCNC ERC QLCC Company Boards 69 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 Committee; COC - Compliance Oversight Committee2024 Proxy Statement 8 Comerica Incorporated Director Qualifications, Experience and Experience Demographicsour director nominees'the specific skills, experiences and areas of knowledge of our twelve director nominees, as well as our three retiring directors, that allow the Board to effectively serve and represent the interests of Comerica'sComerica’s four core constituencies: itsour shareholders, itsour customers, the communities it serveswe serve and itsour employees. In addition, directors gain substantial experience through Comerica Board tenure, which involves significant exposure to the complex regulations and changing landscape of the financial services industry.
Summary of Director Qualifications
and ExperienceAngulo Avila Collins Cregg Farmer Gardner Kane Kerr Lindner Sampson Smith Taubman Turner Vaca Van de Ven 
Accounting/Finance 
Corporate Governance 
Client/Consumer Experience 
Legal and Regulatory 
Banking Industry 
Relevant Geographic Markets Human Resources 
Executive Leadership 
Other Public Company Experience (Board or Executive) 
Real Estate 
Risk Management / Cyber Security 
Diversity, Equity and Inclusion 
Technology Services Table2024 Proxy Statement 9 Comerica Incorporated Summary of Director
DemographicsAngulo Avila Collins Cregg Farmer Gardner Kane Kerr Lindner Sampson Smith Taubman Turner Vaca Van de Ven Demographic Background: African American or Black Alaskan Native or Native American Asian Hispanic or Latinx or Spanish Origin Native Hawaiian or Pacific Islander White Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Gender Identity: Male Female Non-Binary Did Not Disclose 2024 Proxy Statement 10 Comerica Incorporated A Note About Financial Measures ContentsPROPOSAL I SUBMITTED FOR YOUR VOTEELECTION OF DIRECTORSThe Boardits performance that are not calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP") in this proxy statement. You should not view these non-GAAP financial measures as substitutes for the most directly comparable financial measures calculated in accordance with GAAP, which are below:2023 2022 2021 Diluted earnings per common share $ 6.44 $ 8.47 $ 8.35 Return on average common shareholders' equity (ROE) 16.50 % 18.63 % 15.15 % Efficiency ratio 65.56 % 56.32 % 62.42 % 2024 Proxy Statement 11 Comerica Incorporated recommends that you vote "FOR"the candidates for director.Directors.Directors("(“Comerica,"” the "Company"“Company,” the "Corporation" or "we"“we”) currently has elevenfifteen members, and directors are elected annually for terms of one year. Based on the recommendation of the Governance, Compensation and Nominating Committee, the Board has nominated all of Comerica's currentthe following twelve directors to serve another term or until their successors are elected and qualified.Comerica's current directorsthese nominees based on their unique expertise, experiences, perspectives and leadership skills.Comerica'sComerica’s business and unique position in the banking industry current directors standing for election are the only nominees, and each of them has been previously elected by the shareholders, except for Mr. Angulo and Mr. Gardner, who were appointed to the Board effective July 25, 2023. Each of the nominees has consented to his or her nomination and has agreed to serve as a director of Comerica, if elected. Proxies cannot be voted for a greater number of people than the number of nominees named.Comerica’s Board of Directors recommends a vote “FOR” each of the director candidates listed below. 2024 Proxy Statement 12 Comerica Incorporated each of them has been previously elected by the shareholders. 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.16, 202111, 2024 about each nomineedirector, including each of the twelve nominees for electionre-election as a director.nominee'snominee’s or incumbent director'sdirector’s principal occupation, employment and business experience during the past five years, including employment with Comerica and Comerica Bank, a wholly-owned subsidiary of Comerica, if applicable, as well as other professional experience; other public company or registered investment company directorships during the past five years; and the year in which the nominee or incumbent director became a director of Comerica.
Since April 2014, Mr. Angulo has served as Managing Director of Promontory Financial Group, a consulting business unit of IBM Consulting, and as a Partner of International Business Machines Corporation, a technology company that provides infrastructure, software and consulting services for clients. In his current roles, he counsels clients on a variety of risk management and regulatory compliance matters. Previously, from 1987 until 2014, Mr. Angulo worked in numerous roles at the Federal Reserve Bank of New York (FRBNY), the U.S. central bank, most recently as Senior Vice President, Financial Institution Supervision Group from 2005 to 2014. During part of his time at the FRBNY, Mr. Angulo served as a member of the Federal Reserve System’s operating committee responsible for overseeing and strengthening supervision of the largest, most complex global financial institutions operating in the United States and served on the Federal Reserve System’s executive committee responsible for overseeing the execution of the annual Comprehensive Capital Analysis and Review at systemically important financial institutions. 
With deep regulatory experience, including 27 years at the Federal Reserve Bank of New York, Mr. Angulo brings to the Board extensive knowledge concerning the financial services industry. He is well-versed in risk management and compliance, which allows him to provide strong and valuable insight in his role as Chair of the Compliance Oversight Committee. 2024 Proxy Statement 13 Comerica Incorporated 
Ms. Avila is retired. She was Executive Vice President and Chief Information and Technology Officer for McKesson Corporation, a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care and healthcare information solutions, from January 2020 to October 2023. She assisted in transition activities from October 2023 to December 2023, when she retired from McKesson. Prior to joining McKesson, Ms. Avila served as Vice President and Chief Information Officer at Johnson Controls, Inc., a manufacturer of car batteries and interior parts for combustion engine and hybrid electric vehicles, as well as energy-efficient HVAC systems, from March 2018 to December 2019. Before that, she spent 22 years at Abbott Laboratories, Inc., a global healthcare company, in several leadership roles, including, most recently, Vice President, Business and Technology Services, from June 2015 to February 2018. With 25 years of technology sector experience, Ms. Avila brings to Comerica's Enterprise Risk Committee a wealth of expertise addressing regulatory, technology, cyber and financial risk. Her knowledge in these areas, as well as the areas of software, infrastructure, application development tools and processes, operations, technology products and data and analytics, strengthens the Board's ability to advise on these important areas. 
Mr. Cregg was President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona, Texas and North Carolina, from December 2012 to October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006. He has been a director of Sterling Construction Company, Inc. since May 8, 2019. As the former Chief Executive Officer and Chief Financial Officer of public companies, Mr. Cregg has demonstrated the leadership capability and extensive knowledge of complex financial and operational issues necessary to chair our Audit Committee. 2024 Proxy Statement 14 Comerica Incorporated 
Mr. Farmer has been Chairman (since January 2020); Chief Executive Officer (since April 2019); President (since April 2015); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011) of Comerica Incorporated and Comerica Bank. Prior to joining Comerica, Mr. Farmer served as Executive Vice President and Wealth Management Director of Wachovia Corporation from October 2005 to October 2008. During his 23 years of service to Wachovia, he held a variety of positions of increasing scope and responsibility. Mr. Farmer is an experienced financial services executive who has been nominated to serve on the Board because of his extensive skills and institutional knowledge in the areas of business and consumer banking. As Chairman, President and CEO of Comerica, he has a deep understanding of all aspects of Comerica’s core businesses and markets and has also supervised Comerica’s credit, marketing, enterprise technology and operations functions. At Comerica, Mr. Farmer successfully guided the Commercial Bank, Retail Bank and Wealth Management — along with several support functions — through the GEAR Up efficiency initiative and laid the foundation for Comerica to undergo the digital transformation that is underway today. Mr. Farmer is active in the banking industry and serves on the boards of the Bank Policy Institute and The Clearing House. He also has broad experience in wealth management and leadership through his long tenure at Wachovia Corporation. 
Mr. Gardner has been the Executive Vice President and Chief People Officer at Frontier Communications Parent, Inc., a high-speed broadband connectivity provider, since June 2021. In that role, he is responsible for developing and executing the human resources and real estate strategy in support of the overall business plan and strategic direction. From June 2020 to May 2021, Mr. Gardner worked as an Advisor for Lee Hecht Harrison, a provider of outplacement and coaching services to executives. He was briefly retired from January 2020 to June 2020. Before that, Mr. Gardner spent over 30 years at Verizon Communications Inc. and its affiliates and predecessors (collectively, “Verizon”), providers of communications, technology, information and entertainment products and services to consumers, businesses and government entities. At Verizon, he held various leadership positions, most recently as Senior Vice President, Human Resources for Verizon Communications Inc. from 2015 to December 2019, a role through which he led Human Resources centers of excellence for employees around the globe. With more than 30 years as a Human Resources leader, Mr. Gardner has experience building high-performing work environments. His experience has given him a strong understanding of how to create and incentivize dynamic, successful teams, which is very beneficial in his role as a member of the Governance, Compensation and Nominating Committee. 2024 Proxy Statement 15 Comerica Incorporated 
Mr. Kerr served as Vice Chair and Strategic Advisor of American Airlines Group Inc. (“AAG”) and President of American Eagle, a passenger airline, from December 2022 to September 2023. He retired from AAG and American Eagle in September 2023. From 2013 to December 2022, Mr. Kerr served as Executive Vice President and Chief Financial Officer of AAG and its wholly-owned subsidiary, American Airlines, Inc., overseeing global corporate risk, corporate development and corporate financial functions, including treasury, accounting, financial planning, labor and fleet analysis, tax, strategic planning, investor relations and purchasing. Prior to that, he served as Senior Vice President and Chief Financial Officer for US Airways, a role that he began in 2005, and was later promoted to Executive Vice President and Chief Financial Officer of US Airways in 2009 with an added responsibility for information technology. He previously worked at America West Airlines starting in 1996 and served in a variety of finance and planning roles until being named Chief Financial Officer in 2002. Mr. Kerr is an experienced financial leader with deep and broad exposure to complex financial issues. His service as Chief Financial Officer of public companies makes him a valuable asset to our Audit Committee. Mr. Kerr’s positions have provided him with a wealth of knowledge in dealing with financial and accounting matters, as well as risk management. 
Mr. Lindner is retired. He served as Senior Executive Vice President and Chief Financial Officer of AT&T, Inc. (formerly SBC Communications, Inc.), a telecommunications company, from May 2004 to June 2011. From October 2000 to May 2004, he was the Chief Financial Officer of Cingular Wireless LLC (now AT&T Mobility LLC), a wireless telecommunications company. From October 2002 to March 2007, he served as a director of Sabre Holdings. As the former Chief Financial Officer of AT&T, Inc., Mr. Lindner has demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large organizations. In addition, Mr. Lindner is able to draw upon, among other things, his knowledge of several of our key geographic markets that he has gained through experience in the telecommunications industry. 2024 Proxy Statement 16 Comerica Incorporated 
Ms. Sampson is the McDermott-Templeton President and Chief Executive Officer of the not-for-profit United Way of Metropolitan Dallas, which focuses on improving access to education, income and health in North Texas. Prior to her role as Chief Executive Officer and President, she was Senior Vice President and Chief Operating Officer from 2004 to 2011, and Senior Vice President and Chief Financial Officer from 2001 to 2004 for United Way of Metropolitan Dallas. Additionally, Ms. Sampson previously worked for the accounting firm Arthur Andersen & Co. in various roles over ten years and is a licensed CPA. Ms. Sampson is active in community organizations and also served as a Business and Community Advisory Council Member for the Federal Reserve Bank of Dallas from July 2012 to June 2018. Ms. Sampson adds to the Board 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. 
Ms. Smith has been Executive Chairman of the Board of Commercial Metals Company, a manufacturer, recycler and marketer of steel and metal products, since September 2023. From September 2017 to September 2023, she served as President, Chief Executive Officer and director, and from January 2018 to September 2023 she served as Chairman of Commercial Metals Company. She joined Commercial Metals Company as Senior Vice President and Chief Financial Officer in 2011 and served in that capacity until she was promoted to Chief Operating Officer in 2016 and President and Chief Operating Officer in January 2017. Previously, she served as Vice President and Chief Financial Officer of Gerdau Ameristeel from 2007-2011 and as Treasurer from 2006-2007. She also served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc. from February 2005 to July 2006. During the more than 20 prior years, Ms. Smith held positions of increasing financial leadership with Alcoa Inc. She was a director of Minerals Technologies Inc. from 2011 to July 2017, where she served as Chair of the Audit Committee and a member of the Compensation Committee. Ms. Smith brings to the Board a number of key skills, including relevant business leadership and management experience, expertise in geographic markets in which Comerica has a presence, including our headquarters market, and significant financial expertise garnered through the chief financial officer and treasury roles she has held during her professional career. Additionally, her strong leadership experience is instrumental in her service as Facilitating Director. 2024 Proxy Statement 17 Comerica Incorporated 
Mr. Taubman is Chairman and CEO of The Taubman Realty Group LLC, which owns, develops and operates regional shopping centers nationally. He was Chairman of Taubman Centers, Inc. from December 2001 to December 2020; President and Chief Executive Officer of Taubman Centers, Inc. from August 1992 to December 2020 and President of The Taubman Realty Group from August 1992 to March 2021. He has been Chairman of The Taubman Company LLC, a shopping center management company engaged in leasing, management and construction supervision, since December 2001 and has been President and Chief Executive Officer of The Taubman Company LLC since September 1990. He served as a director of Taubman Centers, Inc. from 1992 until December 2020. As an executive involved in real estate development and operations, Mr. Taubman has demonstrated leadership capability and brings key experience in the real estate sector. He also brings insight through experience in many of Comerica’s geographic markets. 
Ms. Vaca has been Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a global workforce solutions provider offering staffing, managed services, payrolling and independent contractor compliance and a proprietary talent platform, since she founded the company in October 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a privately held management company, since April 1999. She has been a director of Cinemark Holdings, Inc. since November 2014, served as a director of Kohl’s Corporation from March 2010 to May 2019, and also serves as an independent director of Austin Industries starting in 2021. In 2014, the Obama Administration appointed Ms. Vaca as a Presidential Ambassador for Global Entrepreneurship. Ms. Vaca is also a Henry Crown Fellow at the Aspen Institute and a lifetime member of the Council on Foreign Relations. As a chief executive officer with experience in talent solutions, managed services and information technology, as well as successful entrepreneurial endeavors in the U.S. and abroad, Ms. Vaca offers a unique and insightful perspective to the Board. 2024 Proxy Statement 18 Comerica Incorporated 
Mr. Van de Ven has been an executive advisor of Southwest Airlines Co., a passenger airline, since January 2023. Previously, he served as President from September 2021 to December 2022, Chief Operating Officer from May 2008 to December 2022, Executive Vice President from May 2008 to January 2017, Chief of Operations from September 2006 to May 2008, Executive Vice President Aircraft Operations from November 2005 through August 2006, and Senior Vice President Planning from August 2004 to November 2005. He joined Southwest in 1993 and held various positions and responsibilities for the airline including financial planning and analysis, fleet planning, aircraft operations and schedule planning. He also served as senior audit manager for Ernst & Young LLP for 9 years ending in 1993 and is a licensed CPA. Mr. Van de Ven brings to the Board a number of key skills, including relevant business management experience, a strong background in risk management, expertise in geographic markets in which Comerica has a presence, particularly our headquarters market, and a deep understanding of financial planning and accounting, among others. 2024 Proxy Statement 19 Comerica Incorporated 
sinceSince: 2016 Title: Enterprise Risk Committee Chair
Mr. Collins 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. 
Roger A. CreggDirector since 2006
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.Curtis C. FarmerDirector since 2018
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 is an experienced financial services executive who has been nominated to serve on the Board because of his extensive skills and institutional knowledge in the areas of business and consumer banking. As Chairman, President and CEO of Comerica, he has a deep understanding of all aspects of Comerica's core businesses and markets, and has also supervised Comerica's credit, marketing, enterprise technology and operations functions. At Comerica, Mr. Farmer successfully guided the Commercial Bank, Retail Bank and Wealth Management — along with several support functions — through the GEAR Up efficiency initiative and laid the foundation for Comerica to undergo the digital transformation that is underway today. Mr. Farmer is active in the banking industry and serves on the boards of the Bank Policy Institute and The Clearing House, as well as the Dallas Citizens Council. He also has broad experience in wealth management and leadership through his long tenure at Wachovia Corporation.
Jacqueline P. KanesinceSince: 2008
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-PackardHewlett Packard Company, a technology company. Prior to her role at The Hewlett-PackardHewlett Packard Company, Ms. Kane spent 22 years in human resources in the financial services industry.As a former senior executive with experience in human resources, including compensation matters, as well as experience in several of our key geographic markets, Ms. Kane has a unique and insightful perspective to offer the Board. As the former Chair and a current member of our Governance, Compensation and Nominating Committee, she is able to use her experience and perspectives to offer best practices advice. Richard G. LindnerDirector since 2008
20 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.Barbara R. SmithDirector since 2017
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.IncorporatedTableContents
Robert S. TaubmanDirector since 2000(1)
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 was President and Chief Executive Officer of Taubman Centers, Inc. from August 1992 to December 2020. He has been Chairman of The Taubman Company LLC, a shopping center management company engaged in leasing, management and construction supervision, since December 2001 and has been President and Chief Executive Officer of The Taubman Company LLC since September 1990. He was a director of Sotheby's Holdings, Inc. from 2000 until his retirement 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's geographic markets.sinceSince: 2005
Mr. Turner 61, has been an attorney witha Member Emeritus of Clark Hill, a law firm, since January 2023, when he retired. He was an attorney with and member of Clark Hill from April 2000 and hasto December 2022. He served on the firm's Executive Committee since January 2016. He has beenas a director of Masco Corporation sincefrom March 1, 2015.2015 to May 2023. Mr. Turner is active in public service and with civic and charitable organizations, serving in leadership positions with the American Bar Association, the Detroit Public Safety Foundation, the Detroit Institute of Arts, the Community Foundation for Southeast Michigan and the Hudson-WebberHudson Webber Foundation.As a lawyer, Mr. Turner has a unique legal and risk management perspective to offer the Board. He also has extensive involvement and experience in community affairs. Nina G. Vaca(2)Director since 2008
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'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.Michael G. Van de VenDirector since 2016
21 Mr. Van de Ven, 59, has been Chief Operating Officer of Southwest Airlines Co., a passenger airline, since May 2008. Previously, he served as Executive Vice President from May 2008 to January 2017, Chief of Operations from September 2006 to May 2008, Executive Vice President Aircraft Operations from November 2005 through August 2006, and Senior Vice President Planning from August 2004 to November 2005. He joined Southwest in 1993 and held various positions and responsibilities for the airline including financial planning and analysis, fleet planning, aircraft operations and schedule planning. He also served as senior audit manager for Ernst & Young LLP for 9 years ending in 1993 and is a licensed CPA.Mr. Van de Ven brings to the Board a number of key skills, including relevant business management experience, a strong background in risk management, expertise in geographic markets in which Comerica has a presence, particularly our headquarters market, and a deep understanding of financial planning and accounting, among others.IncorporatedFootnotes:(1)Mr. Taubman became a directorManufacturer's Bank, N.A. or its predecessors in 1987. He became a director of Comerica Bank in 1992 when it merged with Manufacturer's Bank, N.A. He resigned as a director of Comerica Bank in 2000, when he became a director of Comerica.(2)Professional name of Ximena G. Humrichouse.BOARD AND COMMITTEE GOVERNANCEElections. Comerica'sElections and Attendanceare electedat each year by the shareholders at the Annual Meeting to hold office until the next Annual Meeting and until their successors are elected and qualified.Standard.Standardhis or hera resignation to the Board.Self-Evaluation.Self-EvaluationLimit. To ensure that our directors have sufficient time to devote to Comerica and its shareholders, ourLimitBoard, and membersBoard. Members of Comerica'sComerica’s Audit Committee may not serve on more than two other public company audit committees.Process.ProcessCompensation and Nominating Committee considers the individual'sindividual’s specific qualities and skills. CriteriaIts criteria for assessing nominees include a potential nominee'snominee’s ability to represent the long-term interests of Comerica'sComerica’s four core constituencies: its shareholders, its customers, the communities it serves and its employees. Minimum qualifications for a director nominee are experience in those areas that the Board determines are necessary and appropriate to meet the needs of Comerica, including leadership positions in public companies, small or middle market businesses, or not-for-profit, professional/regulatory or educational organizations.Compensation and Nominating Committee then assesses the proposed nominee'snominee’s specific qualifications, evaluates his or her independence and considers other factors, including skills, business segment representation, geographic location, considerations of diversity, standards of integrity, memberships on other boards (with a special focus on director interlocks), and ability and willingness to commit to serving on the Board for an extended period of time and to dedicate adequate time and attention to the affairs of Comerica as necessary to properly discharge his or hertheir duties. Considerationsdiversity canthis commitment, it is the Company's practice to require that the list of candidates considered for nomination to our Board include seeking nomineescandidates with a broad diversity of experience, professions, skills, geographic representation and/or backgrounds. The Governance, Compensationrace, ethnicity, and Nominating Committee does not assign specific weightsgender. Any third-party search firm used to particular criteria, and no particular criterion is necessarily applicableidentify potential nominees will be requested to all prospective nominees. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.In addition, Article III, Section 12 of theinclude such candidates.requiresrequire a nominee for election or re-election as a director of Comerica to complete and deliver to the Corporate Secretary a written questionnaire prepared by Comerica with respect to the background and qualification of the person and, if applicable, the background of any other person or entity on whose behalf the nomination is being made. All of the director nominees completed the required questionnaire.he or shethey (A) will abide by the requirements of Article III, Section 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.2024 Proxy Statement 22 Comerica Incorporated Compensation and Nominating Committee does not have a separate policy for consideration of any director candidates recommended by shareholders. Instead, the Governance Compensation and Nominating Committee considers any candidate meeting the requirements for nomination by a shareholder set forth in Comerica'sComerica’s bylaws (as well as applicable laws and regulations) in the same manner as any other director candidate. The Governance Compensation and Nominating Committee believes that requiring shareholder recommendations for director candidates to comply with the requirements for nominations in accordance with Comerica'sComerica’s bylaws ensures that the Governance, Compensation and Nominating Committeeit receives at least the minimum information necessary for it to begin an appropriate evaluation of any such director nominee.Refreshment.Refreshment Compensation and Nominating Committee maintains an ongoing board refreshment process by identifying additional skills and expertise needed on the Board and periodically uses a third-party search firm for the purpose and function of identifying potential director nominees. Due to the complexities of banking regulations, the Governance Compensation and Nominating Committee consciously balances more tenured directors with strong regulatory experience and less tenured directors thatwho 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"common 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'sthe Investor Relations portion of Comerica’s website at www.comerica.com. Copies of such codes can also be obtained in print by making a written request to the Corporate Secretary.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.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 courseAudit Committee of the year. Board oversees the integrity of Comerica’s financial statements, Comerica’s compliance with legal and regulatory requirements, our outside auditor’s qualifications and independence, and the performance of Comerica’s internal audit and credit review functions and outside auditors, including with respect to both bank and non-bank subsidiaries.CEO was able to provide fulsome reports to the Board basedCompliance Oversight Committee oversees various regulatory and compliance matters, with a focus 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.all of 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 along with our Annual Sustainability Action Plan, whichalso reviews our value creation approach to corporate sustainability, including areas of progress, challengesComerica's broader pandemic plan and future initiatives. business continuity program.process for raising sustainability issues starts with the corporate sustainability office, which is charged with identifying emerging issuesGovernance, Compensation and bringing those to the attention of appropriate business unit(s). This is done with the supportNominating Committee of the Sustainability Council, which meets quarterlyBoard is tasked with reviewing Comerica’s human capital management strategy and includes senior managers from acrosstalent development program, including recruitment, evaluations and development activities. This committee also reviews the organizationCorporation’s employee diversity, equity and inclusion initiatives, as well as the CFO, who serves asresults of those initiatives. Moreover, the executive sponsorfull Board is provided annual workforce updates.2024 Proxy Statement 23 Comerica Incorporated Comerica's sustainability program. The CFO can bring urgent issues directly toDirectorsattentionaggregate number of senior leadership and can also escalate tomeetings held by the Board and all the committees of Directors more frequently than annually if needed.the Board on which the respective directors served.COMMITTEES AND MEETINGS OF DIRECTORShas several committees, as describedtheir membership, and their chairs appear below. The names of the directors currently serving on the committees and the committee chairs, where applicable, are also set forth in the chart. The current terms of the various standing committee members expire in April 2021.AUDIT COMMITTEE Chair: Chair:Members:
Members:T. Kevin DeNicola2020: 2023:•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 functionand credit review functions and independent registered public accounting firm, including with respect to both bank and non-bank subsidiaries; and by preparing the "Audit“Audit Committee Report"Report” found in this proxy statement.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. ENTERPRISE RISK COMMITTEE Committee Chair: Michael E. CollinsOther Committee Members:Roger A. CreggT. Kevin DeNicolaRobert S. TaubmanReginald M. Turner, Jr.Nina G. VacaMeetings held in 2020: 4Collins has been designatedCregg, Mr. Kerr and Mr. Lindner are audit committee financial experts in accordance with SEC rulesBoard's risk expertChartercharter2024 Proxy Statement 24 Comerica Incorporated Comerica'sComerica’s operations and oversight of the operation of Comerica'sComerica’s risk-management framework.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE Chair: Jacqueline P. KaneOther Committee Members:Richard G. LindnerBarbara R. SmithNina G. Vaca
Chair:2020: 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 periodicallysuccession planning. The Committee reviews CEO and management succession plansplanning for key officers of Comericapositions, including unexpected or emergency situations. The CEO and reportsCAO present succession information annually to the Board on succession planning. Among its various other duties, this committee reviewsCommittee and recommends to the full Board candidates to becomeBoard. Potential successors also engage with Board members developsthrough Board meetings and administers performance criteria for members of the Board, and oversees matters relating to the size of the Board, its committee structure and assignments, and the conduct and frequency of Board meetings. The Governance, Compensation and Nominating Committee also oversees the discussion, review and evaluation of our compensation plans as described below. This committee may delegate its authority to a subcommittee of its members and may allow limited delegations to management. Authority has been delegated to the Off-Cycle Equity Grant Subcommittee (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'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. QUALIFIED LEGAL COMPLIANCE COMMITTEE Committee Chair: T. Kevin DeNicolaOther Committee Members:Michael E. CollinsRoger A. CreggRichard G. LindnerReginald M. Turner, Jr.Meetings held in 2020: 1Chartercharter2024 Proxy Statement 25 Comerica Incorporated
Richard G. Lindner
Reginald M. Turner, Jr.Comerica'sComerica’s remedial efforts with respect to any such violations.Comerica'sthe Investor Relations portion of Comerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary. Other Committees. The Special Preferred Stock Committee was formed in 2020 to carry out the Board's authority with respect to the issuance of preferred securities and to set the terms of such preferred securities. The Special Preferred Stock Committee met one time in 2020.Other Committees The Special Preferred Stock Committee was formed in 2020 to carry out the Board’s authority with respect to the issuance of preferred securities and to set the terms of such preferred securities. The Special Preferred Stock Committee did not meet in 2023. and Committee Meetings. There were six regular and two special meetings of the Board and 28 meetings of the various committees and subcommittees of the Board during 2020. All director nominees and all incumbent directors attended at least seventy-five percent (75%) of the aggregate number of meetings held by the Board and all the committees of the Board on which the respective directors served.Comerica expects all of its directors to attend the Annual Meeting except in cases of illness, emergency or other reasonable grounds for non-attendance. All of the eleven Board members serving at the time of the 2020 Annual Meeting attended the 2020 Annual Meeting.NON-MANAGEMENT DIRECTORS AND COMMUNICATION WITH THE BOARDThe non-management directors meet at regularly scheduled executive sessions without management. Every year, the non-management directors elect a Facilitating Director, for a one-year term, to lead such sessions. Currently, Barbara R. Smith is the Facilitating Director at such sessions. Interested parties may communicate directly with Ms. Smith or with the non-management directors as a group by sending written correspondence, delivered via United States mail or courier service, to: Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, Attn: Non-Management Directors. Alternatively, shareholders may send communications to the full Board by sending written correspondence, delivered via United States mail or courier service, to: Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, Attn: Full Board of Directors. The Board of Directors' current practice is that the Secretary will relay all communications received to the Facilitating Director, in the case of communications to non-management directors, and to the Chairman of the Board, in the case of communications to the full Board.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 Compliance Oversight Committee, the Enterprise Risk Committee, the Governance, Compensation and Nominating Committee and the Qualified Legal Compliance Committee are comprised entirely of independent directors.Board also hasnon-management directors annually elect an independent Facilitating Director (Ms. Smith)(or lead director), currently Barbara R. 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:The Facilitating Director position is elected annually by the non-management directors. Board'sBoard’s independence and autonomous oversight of our business as well as Board communication and effectiveness. The executive sessions over which 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.2024 Proxy Statement 26 Comerica Incorporated Risk management is one of the interlinking pillars of Comerica's corporate strategy which reinforces its critical role within our organization. In choosing when and how to take risks, we evaluate our capacity for risk and seek to protect our brand and reputation, our financial flexibility, the value of our assets and the strategic potential of our Company. Each year, our Board approves a statement of our Company's risk appetite, which is used internally to help our Board and management understand our Company's tolerance for risk in each of the major risk categories and allow for the adaption of those tolerances to align with a changing economic environment.•Enterprise Risk Committee. The Enterprise Risk Committee, as discussed on page 17, oversees policies, procedures and practices relating to credit risk, market risk, liquidity risk, technology risk (including cybersecurity risk), operational risk, strategic risk, compliance risk (including compliance with bank regulatory obligations), and other general risks toBoard of Directors 
The Board approves a statement of our Company’s risk appetite, which is used internally to help our Board and management understand our Company’s tolerance for risk in each of the major risk categories and allow for the adaption of those tolerances to align with a changing economic environment. Each of the Enterprise Risk Committee, the Audit Committee and the Governance, Compensation and Nominating Committee reports regularly to the full Board. Michael E. Collins, the Chair of the Enterprise Risk Committee, and Arthur Angulo have been designated the Board’s risk experts. As a former banking and finance executive with nearly 40 years of regulatory experience, including service with the Federal Reserve Banks of Cleveland and Philadelphia, Mr. Collins has experience identifying, assessing, and managing risk exposures of large, complex financial firms. Board Committees 
The Audit Committee plays a key role in risk management through the validation and oversight of our internal controls, policies and procedures to ensure their effectiveness, in addition to providing oversight of our financial statements and compliance with legal and regulatory requirements. The Compliance Oversight Committee oversees various regulatory and compliance matters, with a focus on risk management. The Governance, Compensation and Nominating Committee provides information on the risks associated with the Company’s compensation programs. A more detailed discussion of the Governance, Compensation and Nominating Committee’s evaluation of risk and compensation programs can be found in the Compensation Discussion and Analysis section. Management 
The Enterprise Risk and Return Committee, chaired by the Chief Risk Officer, is established by the Enterprise Risk Committee and responsible for governance over the risk management framework, providing oversight in managing Comerica's aggregate risk position and reporting on the comprehensive portfolio of risks as well as the potential impact these risks can have on Comerica's risk profile and resulting capital level. It is principally composed of senior officers and executives representing Comerica's different risk areas and business units. Comerica’s Chief Risk Officer, Brian S. Goldman, oversees risk on an enterprise-wide basis and reports to the Enterprise Risk Committee. He is responsible for ongoing compliance with policies and procedures relating to risk management governance, procedures and infrastructure, and also monitoring compliance with such policies and procedures, among other responsibilities. Comerica’s General Auditor, Christine M. Moore, heads Comerica's internal audit function and reports to the Audit Committee. She is responsible for evaluating and opining on the effectiveness of Comerica’s internal controls, policies and procedures. Table2024 Proxy Statement 27 Comerica Incorporated ContentsComerica 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 Directorsthe Board, various committees of the Board, and various management committees.TRANSACTIONS WITH RELATED PERSONSReview of Transactions with Related PersonsComerica has adopted a Regulation O Policy and Procedure document to implement the requirements of Regulation O of the Federal Reserve Board, which restricts the extension of credit to directors and executive officers and their family members, as well as 10% or greater shareholders, and the related interests of any of the foregoing. Under the policy and procedure, extensions of credit that exceed regulatory thresholds must be approved by the board of the appropriate subsidiary bank.In addition to loan transactions that are covered by Regulation O, the Board has also adopted a policy setting forth procedures for the review, approval, and monitoring of other transactions greaterthan $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 he or she or any member of his or her immediate family is a related person, but the director may participate in some or all of the Committee's discussions. The policy also permits the Chair of the Governance, Compensation and Nominating Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting.The policy also contains a list of categories of transactions involving related persons that need not be brought to the Governance, Compensation and Nominating Committee for approval. These include transactions involving brokerage, banking, insurance, investment advisory or asset management services, and other financial services entered into between Comerica and any related person, if the services 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 a related party, and where payments constitute less than 1% of Comerica's consolidated gross revenues or constitute less than 1% of such entity's consolidated gross revenues.The Governance, Compensation and Nominating Committee will review the following information when assessing a related party transaction:•the related party's interest in the transaction:•the purpose and timing of the transaction; •the approximate dollar value of the transaction and the approximate dollar value of the related party's interest in the transaction; •whether the terms of the transaction are fair to Comerica and on the same basis as would apply if the transaction did not involve a related party; •Comerica's business reasons for entering into the transaction; •whether the transaction would impair the independence of an outside director or nominee for director; •the acceptability of the transaction to Comerica's regulators; •whether the transaction would present an improper conflict of interest for any director, director, nominee for director or executive officer of the Company; and •any other relevant information regarding the transaction.The Regulation O Policy and Procedure and the Related Party Transactions Policy are both in writing.BlackRock, Inc. ("BlackRock") reported that it beneficially owns greater than 5% of Comerica Common Stock. In 2020, Comerica paid $691,043 to BlackRock for cash management software in the ordinary course of business. This transaction 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.Financial Services Transactions with Executive Officers and DirectorsCertain of the executive officers and directors of Comerica, their related entities, and members of their immediate families were customers of and had financial transactions in the ordinary course of business (including loans and loan commitments, as well as other financial products and services) with affiliates of Comerica during 2020 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 were all made in accordance with Comerica's Regulation O Policy and Procedure. Comerica also offers employee discounts to its employees, including executive officers, on certain financial services not involving an extension of credit.91%93% of the full Board of Directors of Comerica, are independent within the meaning of the listing standards of the NYSE. In making such determination, the Board of Directors has affirmatively determined that the following current directors meet the categorical standards of independence described below, as applicable, and have no material relationship with Comerica (either directly or as a partner, shareholder or officer of an organization that has a relationship with Comerica) other than as a director: Arthur G. Angulo, Nancy Avila, Michael E. Collins, Roger A. Cregg, T. Kevin DeNicola,M. Alan Gardner, Jacqueline P. Kane, Derek J. Kerr, Richard G. Lindner, Jennifer H. Sampson, Barbara R. Smith, Robert S. Taubman, Reginald M. Turner, Jr., Nina G. Vaca and Michael G. Van de Ven. Additionally, all of the Audit Committee members satisfy the independence standards under Exchange Act Rule 10A-3 and NYSE rules, and all of the Governance, Compensation and Nominating Committee members satisfy the applicable independence standards under NYSE rules. The Board of Directors further determined that 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;(iii)2024 Proxy Statement 28 Comerica Incorporated director'sdirector’s spouse or (c) any child of a director who is residing in the director'sdirector’s home, if the annual sales to, or purchases from, such entity constitute less than 1% of Comerica'sComerica’s consolidated gross revenues or constitute less than 1% of such entity'sentity’s consolidated gross revenues;(iv) and(v)Comerica'sComerica’s website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.Mr.and Van de Ven) have been made by Comerica Bank in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not related to or affiliated with Comerica or its subsidiaries, and the transactions did not involve more than the normal risk of collectability or present other unfavorable features.wherethat employ a director, a director’s spouse or any child of Comerica servesa director who is residing in an advisory capacity or the director's spouse is employed as a non-executive officer, wheredirector’s home, when the annual sales to, or purchases from, such entity constitute less than 1% of Comerica'sComerica’s consolidated gross revenues. •Situations in which Comerica serves in a fiduciary capacity for a client needing legal services where it selects, on behalfrevenues or constitute less than 1% of its client, a law firm to represent the client. If applicable, the firm with a related pre-existing relationship with the client is typically selected by Comerica (e.g., the firm that drafted a will in which Comerica is named fiduciarysuch entity’s consolidated gross revenues.2024 Proxy Statement 29 Comerica Incorporated the associated estate). From time to time, this has resulted in the engagement, by the client, of the firm with whichDirectorsTurner is a member. Mr. Turner is not directly involved in providing these legal services, and any associated fees are paid to the firm from the client's funds, not from funds belonging to Comerica. •Situations in which other members of Mr. Turner's law firm represent clients in legal matters indirectly or potentially directly adverse to Comerica, such as loans and other commercial transactions (in which his firm represents a borrower), trust administration matters (where Clark Hill might represent a trust or beneficiary and/or act as co-trustee for a trust for which Comerica serves as trustee), real property claims (in which Clark Hill may represent an entity seeking an easement or condemnation with respect to real property in which Comerica holds the mortgage) and bankruptcy litigation (in which his firm represents creditors other than Comerica), and thus receives fees from such parties it represents, but not from Comerica.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONDuring 2020,Gardner, Ms. Kane, Mr. Lindner, Ms. Smith, Ms. Vaca and Mr. Van de Ven served as members of the Governance, Compensation and Nominating Committee. No such individual is, or was during 2020,2023, an officer or employee of Comerica or any of its subsidiaries, norsubsidiaries. Nor was any such member formerly an officer of Comerica or any of its subsidiaries. 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.2020. Employee directors receive no compensation for their Board service.2023. In addition to the compensation described below, each director is reimbursed for reasonable out-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its committees.Elements of 2023 Annual Compensation Retainer (cash) $105,000 Audit Committee Chair and Vice Chair Retainer (cash) $40,000 Facilitating Director Retainer (cash) $40,000 Compliance Oversight Committee Chair Retainer (cash) (1) $40,000 Enterprise Risk Committee and Governance, Compensation and Nominating Committee Chair and Vice Chair Retainer (cash) $35,000 Qualified Legal Compliance Committee Chair and Vice Chair Retainer (cash) $20,000 Compliance Oversight Committee Member Retainer (cash) (1) $20,000 Audit Committee Member Retainer (cash) $10,000 Meeting Fees — per meeting (cash) N/A Board-Sponsored Training Seminar Fees — per seminar (cash) N/A Briefing Fees — per briefing session (cash) N/A Restricted Stock Unit Award (2) $120,000 Elements of 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, 2020,25, 2023, each non-employee director received a grant of 2,8652,390 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 vested at grant generally vesting over three years followingand settle after the dateone-year anniversary of grant.Deferred Compensation Plans Non-employee directors can defer some or all of their cash compensation into either a stock-settled plan — where deferred compensation earns a return based on the return of Comerica common stock during the deferral period — or a cash-settled investment fund plan — where deferred compensation earns a return based on broad-based investment funds elected by the director. Equity Plans Directors participate along with officers and employees in the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan. Stock options, stock appreciation rights, restricted stock, restricted stock units, cash awards and other equity-based awards may be awarded under this plan. No participant who is a non-employee director of Comerica may be granted awards with a grant date fair value in excess of $500,000 per calendar year. Retirement Plans No retirement plan is currently offered to non-employee directors. Mr. Taubman has vested benefits under legacy plans; the plans were terminated and benefits frozen in 1998. He will receive a monthly benefit of $1,666.67 for 120 months, payable when he retires from the Board, except in the case of illness or disability. There is no survivor benefit. 2024 Proxy Statement 32 Comerica Incorporated the compensation of Comerica's directors who served at any point during the fiscal year ended December 31, 2020.2020 Director Compensation Table Fees Earned
or Paid in
Cash(2)
($) 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 Name (1) Arthur G. Angulo 68,152 120,074 188,226 Nancy Avila 105,000 120,074 225,074 Michael E. Collins 157,500 120,074 277,574 Roger A. Cregg 182,500 120,074 302,574 M. Alan Gardner 45,652 120,074 165,726 Jacqueline P. Kane 116,058 120,074 236,132 Derek J. Kerr 96,472 120,074 216,546 Richard G. Lindner 115,000 120,074 235,074 Jennifer H. Sampson 88,083 120,074 208,157 Barbara R. Smith 152,500 120,074 272,574 Robert S. Taubman 105,000 120,074 225,074 Reginald M. Turner, Jr. 115,000 120,074 235,074 Nina G. Vaca 105,000 120,074 225,074 Michael G. Van de Ven 144,783 120,074 264,857 Footnotes:20202023 calendar year for Board and committee service. Comerica pays the applicable retainer and meeting fees to each non-employee director on a quarterly basis.20202023 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, 2020.2023. The aggregate number of restricted stock units, including dividend equivalents that were reinvested in restricted stock units, outstanding as of December 31, 20202023 for non-employee directors who served on the Board during 2020,2023, is as follows: Mr. Angulo: 2,432 stock units; Ms. Avila: 4,110 stock units; Mr. Collins: 7,28314,230 stock units; Mr. Cregg: 29,73339,878 stock units; Mr. DeNicola: 29,733Gardner: 2,432 stock units; Ms. Kane: 25,58535,139 stock units; Mr. Kerr: 2,432 stock units; Mr. Lindner: 28,16538,087 stock units; Ms. Sampson: 2,432 stock units; Ms. Smith: 5,74812,477 stock units; Mr. Taubman: 33,03443,649 stock units; Mr. Turner: 32,52243,064 stock units; Ms. Vaca: 25,58535,139 stock units; and Mr. Van de Ven: 7,28314,230 stock units. The restricted stock units can be accelerated due to death, disability or disability."Deferred“Deferred Compensation Plans"Plans” section below. Any 20202023 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 2020 since they were reported2023, as provided in fees earned in the previous years.(5)Comerica'sComerica’s director defined benefit retirement plans on May 15, 1998, there was no change in the participants'participants’ pension values in 2020.2023. The only non-employee director who both served in 20202023 and who was covered by the retirement plans is Mr. Taubman.Director Compensation Plans 2024 Proxy Statement 33 Deferred Compensation PlansNon-employee directors can defer some or all of their cash compensation into either a stock-settled plan — where deferred compensation earns a return based on the return of Comerica Common Stock during the deferral period — or a cash-settled investment fund plan — where deferred compensation earns a return based on broad-based investment funds elected by the director. Equity Incentive PlansA total of 350,000 shares of Comerica Common Stock can be issued as stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards under the 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. Retirement PlansNo retirement plan is currently offered to non-employee directors.Mr. Taubman has vested benefits under legacy plans that were terminated 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 rotationindependent 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 reviewIndependent Registered Public Accounting FirmComerica's Board of Directors Recommends a vote "FOR" this proposal to Ratify the Independent Registered Public Accounting Firm. 2024 Proxy Statement 34 Comerica Incorporated estimated fees, scopeAppointment 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 FirmINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM20202023 and 2019.2023 2022 ($) ($) Audit Fees 3,954,017 3,773,239 Audit-Related Fees 401,549 312,483 Tax Fees 259,784 154,741 All Other Fees 8,000 3,827 4,623,350 4,244,290 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 iswere compatible with maintaining the independence of Ernst & Young.the independence of Ernst & Young. for fees for products and services other than those described in the previous three paragraphs. Those products and services consisted of subscription fees for on-lineparagraphs, namely subscriptions to online accounting and tax research tools for both 2020in each of 2023 and 2019, for an IBOR (interbank offer rate) project in 2019, which provided management with an evaluation of Comerica's transition process and for a project in 2020 to perform a Federal Deposit Insurance Corporation fee assessment.In connection with the advisory, management, trustee and similar services that Comerica's affiliates provide to mutual funds, collective funds and common trust funds, for the investment vehicles. In such cases,related to its advisory, management, trustee and similar services to mutual funds, collective funds and common trust funds. Comerica typically uses a request-for-proposal process thatfor this, and has resulted in the selection ofselected Ernst & Young, among other independent registered public accounting firms.others, from time to time. In addition, Ernst & Young has agreements with financial 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.2024 Proxy Statement 35 Comerica Incorporated (1) non-audit services (including tax services) to be provided by the independent registered public accounting firm, provided that pre-approval is not required with respect to non-audit services if (a) the aggregate amount of non-audit services provided to Comerica constitutes not more than 5% of the total amount of revenues paid by Comerica to its auditor during the fiscal year in which the non-audit services are provided; (b) such services were not recognized by Comerica at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee has authorized its chair to pre-approve such services between Audit Committee meetings. All of the services provided by Ernst & Young for the years ended December 31, 20202023 and December 31, 20192022 were pre-approved by the Audit Committee under its pre-approval policy.Footnote:(1)2024 Proxy Statement36 For purposes of the foregoing, permitted non-audit services shall not, unless otherwise allowed under applicable laws, include: (i) bookkeeping or other services related to the accounting records or financial statements of Comerica; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser, or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.Comerica Incorporated TableContentsThethe Appointment of Independent Registered Public Accounting Firmoversees Comerica's financial reporting process on behalfconsists of the Board of Directors and is comprised of all outside directors who are independent within the meaning of, and meet the experience requirements of, the applicable rules of the NYSE and the SEC. In addition to its duties regarding oversight of Comerica'sincluding as it relateson behalf of the Board of Directors. This includes processes to ensure the integrity of the financial statements and to assess the independent registered public accounting firm'sindependence, qualifications, and independence and the performance of the independent registered public accounting firm and Comerica'sComerica’s internal audit function, thefunction. The Audit Committee also oversees Comerica's asset quality review function. The Audit Committee has sole authority to appoint or replace the independent registered public accounting firm and is directly responsible for theits compensation and oversight of theits work, of the independent registered public accounting firm as provided in Rule 10A-3 under the Securities Exchange Act of 1934. The Board-adopted Audit Committee charter which was adopted and approved by the Board, specifies the scope of the Audit Committee'sCommittee’s responsibilities and the manner in which it carries out those responsibilities.Comerica'sComerica’s Annual Report on Form 10-K with management and the independent registered public accounting firm, including a discussion of the quality - not just themerely acceptability - of the accounting principles, reasonableness of significant judgments and clarity of disclosures in the financial statements and a discussion of related controls, procedures, compliance and other matters.statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.The Audit Committee also has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding(the "PCAOB") and the independent accountant's communications withSEC. It has received the Audit CommitteePCAOB-required written disclosures and letter from the registered public accounting firm concerning the firm's independence. The Audit Committee further discussed with the independent registered public accounting firm their independence from management and Comerica, and reviewed and considered whether the provision of non-audit services and receipt of certain compensation by the independent registered public accounting firm are compatible with maintaining the independent registered public accounting firm'sfirm’s independence. In addition, the Audit Committee reviewed all critical accounting policies and practices with the independent registered public accounting firm all critical accounting policies and practices to be used.Comerica'sComerica’s Annual Report on Form 10-K for the year ended December 31, 20202023 for filing with the SEC.T. Kevin DeNicola22, 2021
2024 Proxy Statement 37 John D. Buchanan, EVP, Chief Legal Officer and Corporate SecretaryExecutive Officer since 2015Mr. Buchanan, 57, has been Executive Vice President (since August 2015) and Chief Legal Officer and Corporate Secretary (since January 2016) of Comerica Incorporated and Comerica Bank; previously, he served as Senior Vice President, General Counsel and Corporate Secretary (February 2012 to August 2015), Federal Reserve Bank of Dallas (regulatory agency). Megan D. Burkhart, EVP, Chief Human Resources OfficerExecutive Officer since 2010Ms. Burkhart, 49, has been Executive Vice President, Chief Human Resources Officer (since January 2010) and Senior Vice President and Director of Compensation (February 2007 to January 2010), Comerica Incorporated and Comerica Bank.
J. McGregor Carr, EVP, Wealth ManagementExecutive Officer since March 2020Mr. Carr, 53, has been Executive Vice President, Wealth Management (since March 2020), Comerica Incorporated and Comerica Bank; previously, he served as Senior Managing Director, Southeast Region (October 2017 to February 2020) and Regional Managing Director (2008 to October 2017), Wells Fargo Bank, N.A.The Board of Directors Recommends a vote “FOR” this advisory proposal to approve Executive Compensation. Melinda A. Chausse, EVP and Chief Credit OfficerExecutive Officer since May 2020Ms. Chausse, 55, has been Executive Vice President and Chief Credit Officer, 2024 Proxy Statement 38 Comerica Incorporated and Comerica Bank (since May 2020); she previously served as Executive Vice President (August 2010 to May 2020) and Executive Director of Commercial Underwriting (February 2017 to May 2020) and Executive Director, Business Banking (July 2013 to February 2017), Comerica Bank.
Megan D. Crespi, EVP and Chief Enterprise Technology & Operations Services OfficerExecutive Officer since March 2020Ms. Crespi, 47, has been Executive Vice President and Chief Enterprise Technology & Operations Services Officer (since March 2020), Comerica Incorporated and Comerica Bank; prior to that, she was Chief Technology Officer (November 2018 to March 2020) and Chief Information Officer — Auto Finance (August 2014 to October 2018), Ally Financial. Curtis C. Farmer, Chairman, President and CEOExecutive Officer since 2008Mr. Farmer, 58, has been Chairman (since January 2020), President (since April 2015) and Chief Executive Officer (since April 2019); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011), Comerica Incorporated and Comerica Bank. He has also been a director of Comerica Incorporated since July 2018.
James J. Herzog, EVP and CFO
Executive Officer since 2019Mr. Herzog, 58, has been Chief Financial Officer (since February 2020) and Executive Vice President (since November 2011), Interim Chief Financial Officer (September 2019 to February 2020) and Treasurer (November 2011 to February 2020), Comerica Incorporated and Comerica Bank. Cassandra M. McKinney, EVP, Retail BankExecutive Officer since April 2020Ms. McKinney, 60, has been Executive Vice President, Retail Bank, Comerica Incorporated and Comerica Bank (since April 1, 2020); and Senior Vice President, Retail Bank (since 2005), Comerica Bank.
Christine M. Moore, EVP and General AuditorExecutive Officer since 2016Ms. Moore, 58, has been Executive Vice President (since July 2016), General Auditor (since May 2016), Senior Vice President (January 2007 to July 2016), Deputy General Auditor (September 2013 to May 2016), and Audit Director (January 2007 to September 2013), Comerica Incorporated and Comerica Bank. Jay K. Oberg, EVP and Chief Risk OfficerExecutive Officer since 2019Mr. Oberg, 51, has been Chief Risk Officer (since January 2019), Executive Vice President (since January 2017), and Senior Vice President (October 2007 to January 2017), Comerica Incorporated and Comerica Bank.
Mauricio A. Ortiz, SVP and CAOExecutive Officer since 2018Mr. Ortiz, 42, has been Chief Accounting Officer (since January 2018), Senior Vice President (since February 2015), Assistant Controller (February 2015 to January 2018) and Vice President, Accounting Policy and Research (July 2011 to February 2015), Comerica Incorporated and Comerica Bank.
Peter L. Sefzik, EVP, Commercial BankExecutive Officer from 2015-2018 and May 2019- PresentMr. Sefzik, 45, has been Executive Vice President, Commercial Bank (since July 2018), Comerica Incorporated and Comerica Bank; Executive Vice President (September 2015 to July 2018), Comerica Incorporated; President — Texas Market (September 2015 to July 2018) and Senior Vice President (April 2010 to September 2015), Comerica Bank. James H. Weber, EVP and Chief Experience OfficerExecutive Officer since 2019Mr. Weber, 58, has been Chief Experience Officer (since January 2020), Executive Vice President (since February 2012) and Chief Marketing Officer (February 2012 to January 2020); and Senior Vice President, Corporate Marketing and Communications (July 2007 to February 2012), Comerica Incorporated.
PROPOSAL 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.Executive Compensation(the "Committee") annually reviews Comerica's compensation programsmet six times in 2023 and acted once in 2023 through a unanimous written consent. In addition to ensure that they demonstrate a strong pay-for-performance link, reflect good governancethose meetings 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 ANALYSIS Executive Summary 2020 Compensation Highlights Management and the Governance, Compensation and Nominating Committee (the "Committee") of the Board of Directors met eight times during 2020, including two special 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,consent, senior members of management met with Ms. Kane, the Committee Chair (Ms. Kane from January to April 2023 and Mr. Van de Ven from April 2023 to present), either formally or informally, at least twice a quarter. The CEO had individual updates with each member ofmultiple times during the year in preparation for the Committee at least quarterly in addition to any Committee meetings.The 2020 financial plan was established at the beginning of the year, prior to the escalation of the pandemic and the resulting rapid decrease in interest rates. After robust discussion, and despite the highly unusual circumstances,determined not to make any changes toreviewed and affirmed Comerica's peer group, adopted new rules promulgated under the 2020Dodd-Frank Wall Street Reform and Consumer Protection Act, monitored the performance of Comerica's incentive plans, including through risk assessments, and discussed Comerica's sustainability initiatives, human capital strategy and talent development, among other things. Comerica demonstrated that its incentive plans align with performance, as funding for the 2023 short-term annual cash incentive plan awards for(AEI) funded below target at 73.6%, driven by the senior leadership team or to any outstanding long-term performance awards (SELTPP) (2018-2020, 2019-2021challenging banking environment. The 2021-2023 Senior Executive Long-Term Performance Plan ("SELTPP") paid out at 150.0%, reflecting strong absolute 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 inover the section titled "Looking Forward — 2021 Compensation Design Changes".2020 Named Executive Officers 2020, Comerica's2023, Comerica’s named executive officers ("NEOs"(“NEOs”) were as follows: Name OccupationNamed Executive Officers 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 Megan D. Crespi Senior Executive Vice President and Chief Operating OfficerMegan D. Burkhart John D. BuchananSenior Executive Vice President, Chief LegalAdministrative Officer and Corporate SecretaryChief Human Resources Officer (1)Mr. Herzog was promoted to this role 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 insightwe seek shareholder perspectives on a variety of topics includingsuch as operations, governance and compensation. In addition to discussingcompensation, industry matters, Comerica’s performance, and Comerica's performance, we receiveenvironmental and social issues. We also welcome feedback frequently from our investors at investor conferences, in which we generally 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, as is our customary practice,2023, we reached out to 25 of our top 25largest shareholders who, collectively holdin the aggregate, held approximately 55% of ourthe outstanding shares of Comerica common stock, as well as a number of additionalother shareholders who expressed an interest in providinghad asked to provide feedback or who had provided feedback in the past.Approximately 95%our shareholdersthe shares present voted for our 2020 "Say2023 “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 four years. Accordingly, theseveral years (excluding abstentions and broker non-votes). The Committee also believes that our compensation programs meet our objectives — ensuring the compensation programs demonstratedemonstrating a strong pay-for-performance linkage reflectwhile reflecting good governance and are consistentconsistency with appropriate industry practices. KeepingIn keeping with those principles, the Committee did evolveconcluded that the structure of our plans forit put in place in 2021 continued to provideexpress a more robust view of performance, capturing human capital management, sustainability, and other factors and to align both short and long-term objectives. For additional details please see pages 53-56.objectives, and used that structure for 2023.COMPENSATION PHILOSOPHY 2024 Proxy Statement 39 Comerica Incorporated We use ourCompensation Philosophy to align the interests of executive officers with the interests of our shareholders. OurWe design our programs are designed to attract, retain and motivate leadership to sustain our competitive advantageadvantages in the financial sector,sector. They also encourage strong risk management and to provide a framework that encourageshelp promote outstanding financial results and shareholder returns over the long-term. We generally strive to set target compensation opportunities near the median of our peer group, with actual payouts in respect ofgroup; and variable compensation dependentpayouts depend on performance.performance against pre-established targets. We utilize a mix of variable compensation programs that measureto reward long-term and short-term results with rewards deliveredresults. We deliver payouts in a mix of cash and shares of Comerica'sComerica’s common stock. This balanced approach towards compensation supports our business strategies aligns withand strengthens our pay-for-performance philosophy, and is reinforced throughphilosophy. We use sound compensation governance as an essential part of our risk management, and we avoid providing incentives to mitigatetake excessive risk.
What We Do Have:What We Don't Have: •Sarbanes-OxleyDodd Frank requirements•Employment agreements • which the Committee can utilizeuse in the event of adverse risk outcomes to cancel all or part of outstanding, unvested stock awards•Excise tax gross-up payments for current change of control agreements entered into after 2008 and will not include this provision in future agreements • process, 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 •TheWe expect our CEO is expected to own 6X his salary rate and the other NEOs 3X;to own 3X theirs; directors have a 5,000-share holding expectation•Repricing or replacing of underwater stock options or SARs without shareholder approval •Vested restrictedWe settle director RSU awards in common stock units 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 •requirementperiod for at least 95% of equity incentive planstock-based awards• Non-independent directors on the compensation committee: the entire Committee meets SEC and NYSE independence requirements • 
•Negative discretion whichEmployment agreementscan utilize in determining incentive funding or award determinationsmeets SEC and NYSE independence requirementsROLES AND RESPONSIBILITIES 2024 Proxy Statement 40 Comerica Incorporated Roles and Responsibilities is responsible for overseeingwhich consists of entirely independent members, oversees the development and administration of our executive compensation programs, is comprised of independent directors, and it reviews and approves all aspects of oursuch programs.compensation programs.compensation. To aid members in those decisions, the Committee in satisfying its responsibilities, the Committee has retained Frederic W. Cook & Co. Inc., ("(“FW Cook"Cook”) to act as itsan independent consultant. FW Cook reportsconsultant reporting directly to the Committee and performs no other work for Comerica. Each yearCommittee. Annually the Committee undertakes an evaluationevaluates FW Cook and its primary individual advisor on the quality of FW Cook's primary representative regarding advice and counsel, quality and accuracy of data and information provided, and overall service.their services. Following suchits 2023 review, in 2020,the Committee extended the relationship was extended through July 2021.Prior to entering into its most recent engagement of FW Cook in 2020,2024. At that time, 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:•Any other services provided to Comerica by FW Cook•The amount of fees FW Cook received from Comerica as a percentage of FW Cook's total revenue•Policies and procedures FW Cook utilizes to prevent conflicts of interest•Any business or personal relationship of the individual compensation advisor of FW Cook with any member of the Committee or an executive officer of Comerica•Any Comerica stock owned by FW Cook or the Committee's individual advisor•Any business or personal relationship of FW Cook with an executive officer of ComericaWith respect to the Committee's evaluation ofalso reviewed FW Cook's independence, Comericaconsidering information provided by FW Cook:payprovide any feesservices to FW CookComerica in 20202023 other than in connection with work performed for the Committee. During the analysis, primary representative to the Committee indicated that2023 Comerica fees paid annually to FW Cook by Comerica arewere less than 1% of FW Cook'sCook’s annual consolidated total revenue. He also discussed with the Committee variousdeveloped by FW Cookand procedures were designed to safeguard the independenceprevent conflicts of the compensation advice it provides; indicated that he hasinterest.relationshiprelationships with any Committee membersmember or Comerica executive, officers at Comerica; indicated that he is not awareother than through the Committee's engagement of any personal or business relationship between Comerica's executive officers and FW Cook; and indicated that neither heCook.his immediate family members ownits primary individual advisor owned any Comerica shares. The Committee determined, basedcommon stock.analysisreview of these, and any other factors it considered relevant, the above factorsCommittee concluded that the work of FW Cook and the individual compensation advisors it employed by FW Cook as compensation consultants to the Committee hashad not presented any conflictconflicts of interest.Role ofIndependent Compensation Consultant:meetingseffectivenesscompensationstatementCommitteeensureoversee programs to align executivesexecutives' interests with shareholders' interestsThe compensation consultantshareholders’ interests.The Committee may consult with its independent compensation consultant as described above; however, the Committee uses its own judgment in making final decisions regarding the compensation paid to our executive officers.CEO:ProvidesHuman ResourcesAdministrative Officer, to aid in determining compensation recommendationsAssessesreportsMeets privately in executive sessionCommitteeCEO to discuss talent management Does not playhisthe officer's own compensation. PEER GROUP AND BENCHMARKING 2024 Proxy Statement 41 Comerica Incorporated Peer Group utilizedused the following peer group to evaluate and understand market pay levels and practices among similarly situated financial institutions. To determineinstitutions in 2023. It determined the peer group after reviewing the top 50 U.S. financial institutions, based on asset size, were reviewed using a variety of financial metrics (assets,(such as their assets, revenue net income, and market capitalization), their business models, their geographic locations and their competition with Comerica for talent. TheWe generally used the same peer group is used in makingfor investor presentations on financial comparisons for purposes of investor presentations.performance. FW Cook provides feedbackadvised the Committee on the construct of the peer group.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•Huntington Bancshares Inc. •KeyCorpSynovus Financial Corporation •KeyCorp •Webster Financial Corporation Cullen/Frost Bankers, Inc. M&T Bank Corp. Western Alliance Bancorporation •Cullen/Frost Bankers, Inc.•Zions Bancorporation •Fifth Third Bancorp•Synovus Financial Corporation••Zions Bancorporation•Huntington Bancshares Inc.generates a compensation analysis for the Committee based onanalyzes our peer group'sgroup members’ compensation, using their proxy data. RecognizingThe Committee recognizes that peers may be bigger or smaller than Comerica, and that officer positions listed in the proxy vary from company to company,company; as a result, it reviews FW Cook'sCook’s data is used only as a general indicator of compensation trends and pay levels and is not used to set specific compensation levels for the CEO or the other NEOs. The Committee reviews individual and companyCompany performance, historical compensation, as well as the scope of each position, and other factors to determine total compensation for the NEOs. We generally strive to be at the median of the marketplace on all elements ofin total compensation and expect variable compensation to increase or decrease relative to the median based on performance. OnceThe Committee reviews total compensation targets are established, they are reviewed in relation to the market data to ensure they are both appropriate and competitive.specialistsfirms to evaluate compensation for our broader executive group and other employee positions.2024 Proxy Statement 42 Comerica Incorporated Compensation Elements & 20202023 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%For example, 86% of our CEO's2023 CEO’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. TheOur emphasis on variable compensation is illustrated below.
BASE SALARY 2024 Proxy Statement 43 Comerica Incorporated Base Salary is used to compete in the market for talent, and it forms the foundation for our other reward vehicles. We provideset competitive base salaries tofor our NEOs in recognition of their responsibilities. In addition to benchmark data, we consider the NEO'sresponsibilities, performance, experience, time in the position contribution and contributions. We also consider internal parity. In determining if an adjustment should be made during our annual merit cycle, the CEO and Committee primarily consider the NEO's performance against the prior year's goals, along with any changes in responsibilities. To promote a performance culture,parity factors. Base salary increases are not automatic or guaranteed.hired prior to 2020, which were effective February 2020. 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 Name
1/1/2023
12/31/2023% Increase Notes Mr. Farmer 1,050,000 1,075,000 2.4 Merit Increase Mr. Herzog 625,000 675,000 8.0 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities Mr. Sefzik 600,000 650,000 8.3 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities Ms. Crespi 560,000 605,000 8.0 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities Ms. Burkhart 544,000 590,000 8.5 Increase to recognize promotion to Senior Executive Vice President and expanded responsibilities INCENTIVE COMPENSATION Incentive Compensation provided in the chart below.Short-Term Long-Term AEISELTPP SUMMARY OF 2020 INCENTIVE COMPENSATIONStock Option RSU Cash Performance
ProgramEquity Performance
Program Equity Incentive Equity IncentiveShort-TermLong-Term AEISELTPPStock OptionRSU Cash PerformanceProgramEquity PerformanceProgramEquity IncentiveEquity Incentive 1-year Measurement
Period (2020)(2023)3-year Prospective
Measurement Period
(20202023 – 2022)2025)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 modifier2024 Proxy Statement 44 Comerica Incorporatedand a negative relative TSR modifier to align executives'executives’ interests with shareholdersfeedbackexpectationsprovisionsANNUAL EXECUTIVE INCENTIVE (SHORT-TERM CASH INCENTIVE) Annual Executive Incentive (Short-Term Cash Incentive) within the organization (approximately 325)385 individuals), 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") against internal goals. We selectedstrategic initiatives. The Committee approved these metrics because they are commonly used by investorsbalance financial, operational and analysts to evaluateorganizational health metrics. We include strategic initiatives for a financial institution's performance. In addition, unlike other metrics that may be calculated differently, these metrics have a generally prescribed formula that may be easily validated.more robust consideration of performance and promote focus on accomplishing key objectives supporting longer-term success. We believe the use of a variety of measures that are well understood, transparent and based on the audited financial resultsallow for a holistic view of Comerica areperformance is the foundation of a responsible incentive program that rewards performanceachievement without encouraging participants to take excessive risk.robustthorough planning process to identify areas of opportunity from both a revenue and expense standpoint. Several factors are considered, such as strategic initiatives, prior-year performance, shareholder expectations, the current and forecasted economic environment and potential regulatory changes. Utilizing these factors, theThe Committee then sets internal financial goals for the performance awards at the beginning of the year that are balanced, in that they require rigor and focus to achieve, but that do not incent excessive risk-taking. 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.performanceis appliedwe apply to the corporateplan funding and the senior officer'sofficer’s base salary to calculate individual funding:funding. The Committee kept the CEO's cash incentive target for 2023 at 150% of base salary. The Committee increased our CFO's target to 100% and increased our other non-CEO NEOs' targets to 90%, to align with the promotion of each such individual to Senior Executive Vice President.Level Target Maximum CEO 150% 300% CFO 100% 200% Other NEOs 90% 180% Level Target Maximum CEO 125% 250% CFO 90% 180% Other NEOs 80% 160% 2024 Proxy Statement 45 Comerica Incorporated theyawards are ultimately based on each NEO'sNEO’s performance. To help evaluate individual performance anddetermine each NEO's award,The Committee utilizes performance assessments are utilized.to help determine individual awards. The Committee evaluates the CEO'sCEO’s individual performance based on accomplishment of key priorities, leadership, community involvement and overall performance of the Company.2020 Additional details are provided in the Performance Highlights section for each NEO below.calculated basedresponsible for our interest rate sensitivity; therefore, we apply a collar of 50% to limit the volatility of the impact of changes in interest rates to calculate performance.nethuman capital and income attributedgrowth. However, due to events that occurred within the financial sector during the first quarter of 2023, following the collapse of Silicon Valley Bank and Signature Bank, the Committee updated the income growth metric to a strategic metric that was focused on managing the banking crisis. This change reflected the Committee's recognition that in the shifting environment, management had to pursue new means to continue its dedication to meeting customer needs during and after the March 2023 banking industry disruption.allocatedsurpassed their 2023 D&I goals, reflecting outstanding performance.common shares,positively impact the communities we serve.ROA is calculated baseddedicated initiatives to monitor, preserve and enhance our liquidity position were favorable to plan, resulting in outstanding performance.net income. Forstrategic deposit initiatives, which resulted in the delivery of new and enhanced products and deposit stabilization as we moved through the industry disruption. Management’s enhanced deposit focus resulted in outstanding results.2024 Proxy Statement 46 Comerica Incorporated targets, the net incomeplan.2023 Annual Corporate Performance Metric Threshold Target Max CMA
Actual PerformanceAchievement MIP EPS (1) $7.13 $9.50 $11.88 $8.10 85.2% MIP Efficiency Ratio (2) 68.0% 54.4% 40.8% 60.7% 88.4% Strategic Initiatives - Human Capital 75.0% 100.0% 125.0% 112.5% 112.5% Strategic Initiatives - Managing the Banking Environment 75.0% 100.0% 125.0% 112.5% 112.5% Payout Calculation 73.6% use net charge-offsabsolute performance for one-year earnings per share ("EPS") excluding non-performance items, uses net-charge-offs in lieu of provision expense. Additionally,expense for credit losses, applies an interest rate collar of 50% and, for 2023, excludes the after-tax impact of any adjustments related toloss of hedge accounting treatment (all on a change inpost-tax basis).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 determinetreatment (all on a pre-tax basis).ROA, respectively. Efficiency Ratio are not financial measures presented in accordance with GAAP. See Appendix B for non-GAAP reconciliation information.MIP EPS + MIP Efficiency Ratio + Strategic Initiatives = Total Achievement 85% X 65% = 55% 88% X 15% = 13% 113% X 20% = 23% 55% + 13% + 23% = 91% Funding Percentage Calculation Target Actual Achievement Funding Percentage 100% 91% 100%+(3 X -9%) = 73.6% 2020,2023, the use of net charge-offs in lieu of provision expense in calculatingand applying the interest rate collar collectively increased net income and net income attributed or allocatedattributable to common shares increased both measures by $263$69 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 increased 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
20202023 AEI expressed as a percentage of base salary. Mr. Farmer'sThe Committee determined each NEO's award was determined by the Committee utilizingusing the corporate funding level as the baseline as well as an assessment of hisand assessing individual performance against objectives laid out at the beginning of the year, along with hisand continued leadership response to COVID.For the other NEOs,NEOs' performance with the Committee determined individual AEI awards utilizingfor this purpose.corporate funding amount achieved based on corporate results outlined above, followed by an assessment of individual performance, including feedback from the CEO.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 inFDIC deposit insurance coverage, excluding 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.Based on evaluations of the foregoing individual factors, the Committee approved the NEOs' AEI awards at the full corporate funding amounts, which equates to 54% of target funding. TheCommittee has the ability to use negative discretion to further reduce the awards below target based on individual performance but did not do 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% $280,292 80.0% 54% (1)Mr. Carr's and Ms. Crespi's targets are pro-rated using the normal AEI targets associated with each of the positions held during the year.LONG-TERM INCENTIVES 2024 Proxy Statement 47 Comerica Incorporated 2024 Proxy Statement 48 Comerica Incorporated 2024 Proxy Statement 49 Comerica Incorporated 2023 AEI Program Awards Name Individual Award
($)Individual Target as
a Percent of Base
(%)Individual Award as
a Percent of Target
(%)Mr. Farmer 1,186,800 150 % 73.6 % Mr. Herzog 492,660 100 % 73.6 % Mr. Sefzik 426,573 90 % 73.6 % Ms. Crespi 397,041 90 % 73.6 % Ms. Burkhart 387,197 90 % 73.6 % Long-Term Incentives Overall, ouryou can see in the chartshown 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.RSUs
2024 Proxy Statement 50 Comerica Incorporated are utilized to provide balance to our total compensation program and help build long-term value that is realized with continued employment. Beginning with the 2021 awards, RSUs comprise 25%30% of the equity awards. Theawards and shares vest 50% in year three,two, 25% in year fourthree and 25% in year fivefour.all awardees.performance below 4%, regardless of relative performance. However, if Comerica achieves a maximum absolute SELTPP ROCE of 16% but ranks in the last quartile for relative performance, the payout would be at only 75% of target. The impact of interest rate changes is capped in the event of a national emergency.
SELTPPThe SELTPP is a forward-looking equity performance program. The awards are full value awards that are subject to robust performance measures.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: absolute and relative measurements, potential negative or positive 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.20202023 Long-Term Incentive Awards2020grants, which were madeawards, granted in January 2020, are composed of2023, were 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 Comerica common 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.reducegrant any executive'sexecutive’s award below target award if it deems it appropriate. 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 $726,702 2024 Proxy Statement 51 Comerica Incorporated (1)Mr. Carr's and Ms. Crespi's awards consist of their new hire awards.2023 Grants NEO Stock Option
Grant
($)Restricted Stock
Unit Grant
($)SELTPP Grant
(Target)
($)Total Equity
Grant Value
($)Mr. Farmer 493,124 1,500,053 3,100,025 5,093,202 Mr. Herzog 128,232 389,957 805,889 1,324,078 Mr. Sefzik 118,330 360,070 744,124 1,222,524 Ms. Crespi 83,872 255,109 526,842 865,823 Ms. Burkhart 78,920 240,165 495,960 815,045 2020Committee determined not to make any changes to outstanding SELTPP awards (2018-2020, 2019-2021 and 2020-2022 performance periods) due to COVID-19, as these are multi-year awards.granted in 2018 were eligible to vest based on Comerica'sfor the 2021-2023 performance period measured absolute SELTPP ROCE, overrelative ROCE and utilized relative TSR as a three-year period (2018-2020) relative to a goal SELTPP ROCE establishedmodifier. Specifics of the plan design are provided below.period. As shownagainst both absolute SELTPP ROCE and relative ROCE.Relative ROE 2021 - 2023 SELTPP Payout Matrix 1st Q 75P 95% 120% 125% 130% 150% 2nd Q 50P 75% 95% 100% 105% 140% 3rd Q 25P 50% 70% 75% 80% 100% 4th Q 0P 25% 45% 50% 55% 75% Absolute ROCE (3yr Avg) 3.0% 8.0% 9.0% 10.0% 15.0% Threshold Target Zone Maximum table below, 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,third quartile, as well as the impact of the TSR modifier. The Committee did not make any adjustmentscompared to the 2018-2020KBW Bank Index TSR, and the 15% TSR modifier only applies if Comerica's relative TSR performance is in the top or bottom quartile.cycle outsideROCE was calculated using net charge-offs in lieu of the pre-established non-performance items set at the beginning of the performance period.provision expense for 2021, 2022 and 2023, decreasing net income attributable to common shares by $288 million (after-tax) in 2021, increasing net income attributable to common shares by $34 million (after-tax) in 2022 and increasing net income attributable to common shares by $51 million (after-tax) in 2023. Target Actual
Achievement Payout
as a % of
Target Award Negative
Modifier
Applied 12.0% 14.15% 112.0% 2024 Proxy Statement 52 Comerica Incorporated 2018 Target Award Performance Adjusted
Shares Distributed 10,235 11,463 1,880 2,105 4,735 5,303 2021-2023 SELTPP Award Vesting Name Performance Adjusted
Shares DistributedMr. Farmer 37,300 55,950 Mr. Herzog 10,330 15,495 Mr. Sefzik 8,635 12,952 Ms. Crespi 6,735 10,102 Ms. Burkhart 6,885 10,327 (1)Mr. Carr and Ms. Crespi joined Comerica in 2020, making them ineligible for an award under the 2018 SELTPP.Performance targets forare reset each year after robust discussionROCE goal based on the interest rate environment, in combination with expectations for otherits consideration of key performance factors, such as revenue generation, loan and deposit growth, credit quality, expense management and economic outlookoutlook. The Committee considers the design of the awards (which balances the absolute metric against a peer ranking and credit quality. While SELTPP targets increased substantiallya TSR measure). Additionally, since this is a long-term goal with various potential future scenarios, there is a wide payout range, allowing the target range to remain relatively consistent year over year and promoting a focus on long-term performance. The Committee made a measured increase in the target for the 2019 performance period,2023-2025 SELTPP ROCE grants last year. In January of 2024, the Committee decided to keep the target was lowered in 2020. Comerica's business model is sensitive to interest rate movements, andconsistent for 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 response2024-2026 SELTPP ROCE grants due to the challenging operating environment due to COVID. In light of 2020 challenges and the current economic environment, the entire SELTPP award granted in 2019 is at risk of being forfeited.2022-2024
Performance Period2023-2025
Performance Period2024-2026
Performance PeriodMeasurement Type Absolute Relative (%tile) Absolute Relative (%tile) Absolute Relative (%tile) Target 9.0% 50th 10.0% 50th 10.0% 50th Threshold 3.0% 25th 4.0% 25th 4.0% 25th Target Range 8.0%-10.0% 50th-75th 9.0%-11.0% 50th-75th 9.0%-11.0% 50th-75th Maximum 15.0% 75th 16.0% 75th 16.0% 75th TSR Modifier +/–15% for top/bottom
quartile+/–15% for top/bottom
quartile+/–15% for top/bottom
quartile 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 Common Stockcommon stock without being charged a brokerage fee.provides a match on qualifying contributions, provided the employee does not make any withdrawals during the applicable time period. Employees can receivecommon stock through payroll deduction at a 15% quarterly matchdiscount. Employees are subject to a $25,000 annual limit on their purchases. This program encourages all colleagues to own stock, and a 5% annual match,to that extent, to align their interest with total match dollars capped at$5,000 per employee per year. This encourages stock ownership for all colleagues. 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.Relocation AssistanceComerica's relocation policy provides benefits to many employees at various levels within the organization when they are asked by the Company to relocate or as an inducement to join the Company. Such benefits may include: pre-commitment visits, miscellaneous expense allowances, tax assistance, home sale assistance, closing costs on a home sale and a home purchase, home buyout assistance, home sale incentives of up to $50,000 of employee losses on the sale of homes, home finding trips, household goods shipping, temporary living expenses, duplicate housing expenses and final trip expenses, as applicable. Home buyout assistance is offered if an employee is unable to sell his or her 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.2024 Proxy Statement 53 Comerica Incorporated Comerica does not have a mandatory retirement age for its executives; however, certain retirementRetirement benefits are, in part, tied to the participant'sparticipant’s achievement of age and service requirements. See "Potential“Potential Payments upon Termination or Change of Control at Fiscal Year-End 2020"2023” for more information.•employeescolleagues can participate in Comerica'sComerica’s 401(k) plan, which includes a 100% match on salary deferrals up to 4% of qualified earnings (up to the IRS compensation limit) and provides immediate vesting of. Employees are eligible for the employer matching contributions.•Retirement Income Account Planmakes a unique investmentinvests in eligible colleagues by maintaining an activethrough pension plan.benefits. The broad-based pension plan and supplemental executive retirement plans available for all eligible colleagues are referred to hereinis known as the Comerica Incorporated Retirement Income Account Plan ("RIA"(“RIA”) and. We pay benefits to certain colleagues beyond broad-based plan limits under 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% AsTableThe annual rate of Contentsrequired by the IRS, the interest rate offered will not be less than 3.79%. The plans cap the interest rate at or more than 8%. plan provides contribution credits and interest at the same level as the RIA for compensation in excess of the IRS pay cap, which was $285,000$330,000 in 2020,2023, and on compensation that is deferred under Comerica'sComerica’s deferred compensation plans.will also receive thehave a frozen benefit accrued under the prior final average pay formula through December 31, 2016.•For colleagues that were at least age 60 on December 31, 2016, benefit at retirement that is the greaterlimited number of the benefits determined under the former pension plan and supplemental executive retirement plans continuing or the benefits under the RIA/SRIA Plans.For more information on the RIA and the SRIA, please see the "Pension Benefits at Fiscal Year-End 2020" table and accompanying text. PERQUISITE POLICY Comerica generally does not provide perquisites to its executive officers. However,officers for competitive and business reasons. These personal benefits represent a small component of compensation, and Comerica does not pay tax reimbursements on such items (other than relocation assistance that is available to employees at all levels). Executive services benefit our shareholders by facilitating our CEO's continued service and focus on Comerica business. We provide financial planning services beyond those available generally to all employees in lightorder to facilitate our executives' focus on Comerica business matters. We also allow Mr. Farmer occasional personal use of the extraordinary circumstancescorporate aircraft, subject to Committee-approved criteria and uncertainty posedprocedures that limit his personal-trip use to $150,000 annually; this benefit increases the time and energy our CEO has to work on Comerica business by minimizing wait times and facilitating meetings compared to commercial air travel. We occasionally provide NEOs' family or guests travel and/or entertainment benefits related to business events attended by the COVID-19 pandemic, theNEO, which we encourage them to attend in order to reinforce collegiality; these include corporate recognition, recruiting, and similar events held for marketing or other business purposes.made an exceptionregularly reviews these perks to its perquisite policy early in the COVID-19 pandemic and required the CEOdetermine whether they continue 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.serve our intended business purposes. LOOKING FORWARD – 2021 COMPENSATION DESIGN CHANGES 2024 Proxy Statement 54 Comerica Incorporated Looking Forward – 2024 Compensation Design met several times throughout 2020will continue to monitor and evaluate our programs to ensure they fit our business strategies and operate as intended. The Committee conducted a thorough 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, changes were made to the AEI and long-term incentives. Additional changes may be made to the peer group based on industry consolidation. Details on such changes are provided below.Peer GroupSince last year's review, one peer, First Horizon National Corp., merged with IberiaBank Corporation, and other transactions have been announced in the industry. The Committee is in the process of reviewing thetotal compensation peer group for 2021.AEIWhile reviewed each year, the current AEI program has been in place2024 and relatively unchanged since 2014. Over the course of 2020, a comprehensive review of the plan design was undertaken to identify changes that would expand the view of performance 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.BOK Financial Corp. Huntington Bancshares Inc. Synovus Financial Corporation Citizens Financial Group, Inc.KeyCorp Webster Financial Corporation Cullen/Frost Bankers, Inc.M&T Bank Corp. Feature2020 AEI2021 AEIWestern Alliance BancorporationFifth Third BancorpRegions Financial Corp. Zions BancorporationFirst Horizon National Corp. 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% Measurement PeriodOne year prospectiveOne year prospective 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. 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 dateof 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 Other Compensation Practices and Policies STOCK OWNERSHIP GUIDELINES Stock Ownership Guidelines The stock ownership guidelines areThis aligns leadership and shareholder interests and reinforces a multiple of annual base salary. Officersfocus on our long-term success.the time they are named to a senior leadership positionappointment to achieve the targeted ownership levels.a target multiple of their base salary rate. If after five years, the individual doesthey do not meetachieve the ownership guideline, he/she will be required tolevel by that time, the officer must retain 50% of all after-tax shares from RSA oreach RSU vestingsvesting or stock option exercises. Internal
Grade Level Salary
Multiple CEO InternalGrade LevelSalaryMultiple6X CFO 3XCEO6XSr. EVP/EVP (Level II) 3X EVP (Level I) 2X Utilizing stock ownership guidelines helps to align leadership with shareholder interests and to reinforce focus on the long-term success of Comerica. purposes of the stock ownership guidelines,this purpose, stock ownership includes:restrictedRSUs (but not unvested, unpaid SELTPP units or unexercised stock ("RSAs") or RSUs;Common Stockcommon stock under a deferred compensation plan or 401(k) plan.•SELTPP units are not counted towards ownership until they are vested and shares become owned by the 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, as2020, all2023, 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 had exceeded his stock price and their respective salaries on that date.ownership guideline levels.RESTRICTIONS ON HEDGING AND PLEDGING 2024 Proxy Statement 55 Comerica Incorporated Comerica has adopted a policy thatHedging and Pledging Prohibited purchasehedge or offset any decrease in the market value of Comerica’s equity securities, through 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.otherwise. Employees, officers and directors are also prohibited from holding Comerica'sComerica’s securities in a margin account or pledging Comerica'sComerica’s securities as collateral for a loan.EMPLOYMENT CONTRACTS AND SEVERANCE OR CHANGE OF CONTROL AGREEMENTS Severance Benefits and Change of Control Agreements Generally, weNEOs. Change of control agreements are customaryNEOs to encourage our executives to remain with Comerica during a potential or actual transaction and to focus on maximizing shareholder value without regard to interests in the banking industry and among our peers and aid us in attracting and retaining executives. The goal of these agreements is to make an executive neutral to any change of control by reducing personal uncertainty. In addition, they encourage continuity in management through the completion of a transaction.continued employment."Employment Period"“Employment Period”).his or hertheir beneficiary will receive accrued obligations, including salary, pro rata bonus, deferred compensation, and vacation pay and death or disability benefits.executive'sexecutive’s employment for a reason other than cause or disability or the executive terminates for good reason during the Employment Period, the agreement provides the following severance benefits ("(“Change of Control Benefits"Benefits”): he or she earned during any of the last three fiscal years prior to the change of control or during the most recently completed fiscal year following the change of control ("(“highest annual bonus"bonus”);executive'sexecutive’s annual base salary plus the executive'sexecutive’s highest annual bonus;he or shethe executive would receive under Comerica'sComerica’s pension and excess defined benefit plans, or RIA/SRIA plans, as applicable, if he or shethe executive continued to be employed for three years after the date his or hertheir employment was terminated, over (b) the retirement benefits he or shethe executive actually accrued under the plans as of the date of termination;executive'sexecutive’s employment terminates, unless he or sheexecutive becomes eligible to receive comparable benefits during the three-year period; 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. Current agreements entered into after 2008 do not include the excise tax benefit and window period provisions. Furthermore, Comerica will not include these provisions in new agreements going forward.DEDUCTIBILITY OF EXECUTIVE COMPENSATION 2024 Proxy Statement 56 Comerica Incorporated Section 162(m) of the Internal Revenue Code generally limits a public company's corporate income tax deduction forTax Deductibility toover $1 million per year for certain executives. Historically, this limit did not apply to compensation that qualified as "performance-based" and Comerica generally designedexecutives from its incentive compensationU.S. income tax. The Committee may consider tax deductibility 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 as a result, compensation paid to our NEOs in excess of $1 million may not be deductible.Despite the change in law,determining compensation. Nevertheless, the Committee intendsdesigns and maintains competitive executive compensation arrangements to continue to implement compensation programs that it believes are competitiveserve our interests and in the best intereststhose 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 that such arrangements are consistent with the Company's business needs and in the best interestour shareholders regardless of the Company and its shareholders.$10.4$11.0 million of compensation related to the fiscal year ended December 31, 20202023 is non-deductible. For illustrative purposes, if the estimated costs were all disallowed in 2020,2023, 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$2.3 million, or approximately $0.02 per share outstanding as of December 31, 2020.2023. The ultimate timing and tax implications may vary.STOCK GRANTING POLICY Stock Granting Policy Comerica'sgrants are governed byawards annually at the Stock Granting Policy. In general, the policy states that annual stock-based grants to eligible employees will be made once per year during theCommittee's first regularly scheduledregularly-scheduled meeting of the Committee in a calendar year. This meeting typically takes place toward the end of January, and the exercise price of stock optionsyear, which is the closing price of Comerica's stock on the grant date.The Stock Granting Policy also governs the granting ofawards. Off-cycle awards include such things as grants to new hires, and grants for retention purposes, in light of a promotion, or for special recognition. With respectThe grant date of such awards to grants made to newly hirednew employees by eitheris generally the Off-Cycle Equity Grant Subcommittee or,last day of the month of employment if employment begins in the casefirst half of non-executive officers, the CEO,month; if employment begins in the second half of the month, the grant date is typically determined based on their startgenerally the last day of the following month. For incumbent employees, the Committee's regular-meeting approval date with Comerica. Generally, individuals who start employmentis the grant date; if the Committee approves other than at a regularly-scheduled meeting during the first half of a month, the month will receive their grant ondate is generally the last day of thatsuch month, and individuals who start employmentor, if approved during the last halfsecond-half of thea month, will receive their grant on the 15th day of the subsequent month. In all cases, the grant date will be adjusted if the prescribed date is not a trading day for the NYSE. The exercise price of stock options is the closing price of Comerica's stock on the grant date. Other off-cycle awards are normally approved at a regularly scheduled meeting of the Committee or a special meeting of the Committee adjacent to a regularly scheduled Board meeting, and the grant date is generally the datelast day of the following month.meeting. Additionally, the Off-Cycle Equity Grant Subcommittee or, in the case of non-executive officers,has delegated to the CEO may makeand Chief Administrative Officer limited award authority to approve off-cycle option, restricted stock or RSU grantsawards to existingnon-executive employees for promotions and for retention purposes. Such grants are generally made onsubject to many of the same schedule as new hire grants and may not exceed 15,000 shares per individual per calendar year if made byterms the Off-Cycle Equity Grant Subcommittee, or 5,000 shares per individual per calendar year if made by the CEO.CLAWBACK POLICIES Clawback Policies Recoupment policy, which wasshareholder feedback.NYSE requirements. The recoupment policy provides thatrequires Comerica to recover certain incentive-based compensation received by current or former executive officers in the event we are required to prepare an accounting restatement of our financial statementslaws, the Board will require reimbursement or forfeiture of certain incentive-basedlaws. The recoverable compensation is that received by any current or former senior or executive officer during the three-year period preceding the date on which the accounting restatement iswas required. The clawback pertains to any excess income derived by a senior or executive officer based on materially inaccurate accounting statements.ClawbackSarbanes OxleySarbanes-Oxley Act of 2002, which generally requires our Chief Executive Officer and Chief Financial Officer to reimburse us for any bonus or other incentive- or equity-based compensation and any profits on sales of Comerica stock that they receive within the 12-month period following the issuance of financial information if there is an accounting restatement because of material noncompliance, as a result of misconduct, with any financial reporting requirement under the federal securities laws.2024 Proxy Statement 57 Comerica Incorporated Clawback, which provideprovides that the Committee has the express right to cancel a SELTPP unit, stock option, RSA or RSU grant if the Committee determines in good faith that the recipient has engaged in conduct harmful to Comerica, such as having: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) been terminated for cause; (vi) engaged in any activity in competition with our business or the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected Comerica.Forfeituretheythat the incentives do not encourage excessive risk-taking. The forfeiture provisions allow for the Committee to cancel all or a portion of any unvested awards (SELTPP units, stock options 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 Risk Management Since 2011, Comerica, similar to other large banking organizations, has been subject to a continuing review of incentive compensation policies and practices by regulatory bodies. In our case, this has included representatives of the Federal Reserve Board, the Federal Reserve Bank of Dallas and the Texas Department of Banking. As part of that review, we have undertaken a thorough analysis of all the incentive compensation programs throughout the organization, the individuals covered by each plan and the risks inherent in each plan's design and implementation. We use incentive compensation plans as part of the total 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.type.duties. For example, our NEOs and senior officers participate in the MIP. MIP which is the vehicle that provides the AEI. Participating employeesparticipants generally have broader, Comerica-wide and/oraward funding isawards 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,reside; there, we use measures such as commission plans that measure salesfinancial results and customer satisfaction.Through BoardIn particular, theThe Committee focuses onconsiders the risks associated with the design of each plan, particularly higher risk incentive plans, the mitigation factors that exist for each plan, additional factors that could be considered andthe financial impact (i.e., the potential award size), an overall risk assessment with respect to the plans. The risks with regard to employee compensation plans are assessed based on the plan design features and financial impact (i.e., the potential award size) of each plan. 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 link to corporate performance or business line results.additional relevant factors. FW Cook assists the Committee in assessing risks for senior officer compensation. Allour plans have links to corporate or business line results that allow for funding to be adjusted downward, and our governance procedures ensure awards are reviewed for appropriateness before they are distributed.•Through Third-Party Review.Non-Executive Incentives.2020, Comerica's management leveraged prior reviews by2023, McLagan Partners, Inc., ("McLagan") a nationally known consulting firm, to expand assessed certain of our back-testing of certain non-executive employee compensation plans. The back-testing helps to ensure the plans are working as intended and to help Comerica identify attributes of our incentive plans which may incent excessive risk. The back-testing indicated that thereviewed their features and governance practices for management. Comerica's management considered this review in making plan design and outcomes were in-line with Comerica's risk appetite and our governance practices were sound. All back-testing and findings were presented to the Committee in 2020.2024 Proxy Statement 58 Comerica Incorporated Internal controls include the following: a We use clear separation of operation and production/origination roles; havingroles, engage employees in different roles work in concert with one another so that oneno individual cannotcan take risky actions independently, and use a robust internal audit process to provide oversight."risk-taking"“risk-taking” employees throughout the organization. Using the principles articulated in Federal Reserve guidance, Comerica created awe use systematic methodologycriteria to review our entire population based on their job function and specifically consideredconsider the inherent risk associated with each position toemployee's job function and identify our risk-taking"risk-taking employees. Clear identification of the "risk takers" allows Comerica to ensure" We review their compensation arrangements do not encourageusing additional criteria to avoid promoting excessive risk-taking. Several different We use several types of risk balancing mechanisms are employed whenin designing our incentive compensation plans. The type of mechanism is tailored to the tail riskFor example, we tailor "tail risk" associated with the objectives of the incentive plan. Some examples of these mechanisms include:incentives through clawbacks, performance vesting of compensation, payment deferrals, multi-year performance periods, discretionary judgments, holdbacks and cancellation provisions at the individual and plan level. Overalllevel, and other means. In addition, incentive plan funding calculations areis generally based on business results. The allocation of the resulting incentive pools to specific executives, on the other hand, is based on each such executive'sbusiness-level results; however, we consider individual performance, pursuant toand manager recommendations,made in accordance with our Discretion Policy. The Discretion Policy was adopteddetermining individual awards. Where managers exercise discretion in 2012 and outlinesawards for risk-taking employees, we use consistent, methodical and transparent guidelines that incorporate the evaluation of risk behaviors for the use of discretion in determining awards for risk-taking employees. We have Each year, a Business Unit Incentive Oversightmanagement committee responsible to the Committee ("BUIOC") comprised of executives who, each year, reviewreviews and approve incentive plans for non-executive officers. The BUIOC was established by the Committee. Members of our executive steering committee are responsible for reviewingemployees. Executive officers also review incentive awards and/or award components for risk-taking employees that are based oninvolve management discretion ensuringfor a robust review of incentive plans from design to payout.under our guidelines. In addition, a key risk leader workingmanagement leadership group identifies risks throughout the organization which could have ana significant impact on incentives. Items identified by this group are shared with the CEOincentives and the Committee as appropriatereports to consider when reviewing recommendedsenior management for its consideration. Each of these processes promote our comprehensive incentive awards. This helps to ensure we are evaluating compensation on a comprehensive basis and in the context of risk outcomes and behaviors.provisions. The recoupment policy was implemented in 2010 and expanded to cover additional officers in 2016. It is provisions (explained more fully on pages 59-60. The forfeiture provisions also are explained more fully on page 60.measures that include or adjust for risk. Under the MIP, wemeasures. We use executive incentive performance metrics that aredesigned to be closely correlated to long-term Comerica common shareholder return. These implicitlyreturn; as a result, these include aninherent and important risk focus. Under other incentive plans, we incorporateWe also use risk adjustment tools (such as profitability measures, risk ratings, probability of default, etc.), in addition to performance against strategic goals in determining award amounts. Plansour incentives. We generally allow forreserve the cancellationright to cancel or reduction ofreduce funding for unforeseen events that significantly impact the business line'sline’s or Comerica'sComerica’s results. In order We monitor other financial institutions' risk management and results. As we identify issues potentially relevant to ensureus, we review our practices and oversight are strong and to guard against unintended outcomes, we monitor the outcomes of other financial institutions. As issues are identified, our own practices and controls are reviewed to help mitigate risk in our own programs.establishingpromoting a culture averse to aggressive sales practices. A We use a variety of reviews are conducted,means, including incentive plans,plan design and operation, managerial practices, sales goals, and performance metrics to ensure they encourage the development and maintenance of customer relationships.we haveour management determined that risks arising from Comerica'sComerica’s employee compensation plans are not reasonably likely to have a material adverse effect on Comerica. Further, it is bothComerica, and so informed the Committee'sCommittee. The Committee and management's intent tomanagement will continue to review our plans and procedures, going forward by monitoring regulations andmonitor best practices, and comply with regard tolaws and regulations for sound incentive compensation.2024 Proxy Statement 59 Comerica Incorporated Governance, Compensation and Nominating Committee Report Andand Nominating Committee Report (this "Committee Report") is not deemed to be soliciting material or to be filed for purposes of the Securities Exchange Act of 1934,1934. This Committee Report also shall not be deemed incorporated by reference by any general statement incorporating the document by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Comerica specifically incorporates such information by reference, andreference. This Committee Report shall not be otherwise deemed filed under such acts.Comerica'sComerica’s proxy statement.Jacqueline P. Kane, ChairmanRichard G. LindnerBarbara R. SmithNina G. Vaca23, 202126, 2024Compensation Tables 2024 Proxy Statement 60 Comerica Incorporated 2020.Name and
Principal
Position (a)Year Salary
($) (1)
($) (2)Stock
Awards
($) (3)Option
Award
($) (4)Non-Equity
Incentive Plan
Compensation
($) (5)
Deferred Compensation
Earnings
($) (6)All Other
Compensation
($) (7)Total
($)Curtis C. Farmer 2023 1,073,173 — 4,600,078 493,124 1,186,800 308,280 58,219 7,719,674 Chairman, President and Chief Executive Officer 2022 1,047,442 — 3,854,352 426,853 3,150,000 187,153 67,564 8,733,364 2021 1,015,827 — 3,430,854 374,728 2,740,500 114,858 19,327 7,696,094 James J. Herzog 2023 671,346 — 1,195,846 128,232 492,660 306,767 13,200 2,808,051 Senior Executive Vice President and Chief Financial Officer 2022 620,981 — 1,101,171 121,994 1,125,000 — 12,200 2,981,346 2021 568,731 — 950,153 103,826 1,026,000 19,894 11,600 2,680,204 Peter L. Sefzik 2023 646,346 — 1,104,194 118,330 426,573 198,364 29,079 2,522,886 Senior Executive Vice President and Chief Banking Officer 2022 597,077 — 1,009,608 111,870 960,000 — 27,200 2,705,755 2021 561,000 — 794,097 86,751 896,000 11,349 18,915 2,368,112 Megan D. Crespi 2023 601,712 — 781,951 83,872 397,041 81,542 11,996 1,958,114 Senior Executive Vice President and Chief Operating Officer 2022 558,173 — 596,613 66,059 896,000 51,071 11,142 2,179,058 2021 534,365 9,000 619,636 67,657 856,000 19,477 10,619 2,116,754 Megan D. Burkhart 2023 586,639 — 736,125 78,920 387,197 256,601 13,200 2,058,682 Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer Name and Principal
Position (a) Year Salary(1)
($) 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.(2)As For an incentiveexplanation of the range of salary to total compensation, see the "Pay Mix Allocation" portion of the Compensation Discussion and Analysis.Mr. Carr and2021. For Ms. Crespi, to join Comerica, they were each provided a signing bonus of $500,000 and $100,000 respectively.(ASC)("ASC") 718 and Item 402 of Regulation S-K. For additional information on the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 16 in the Consolidated Financial Statements in Comerica'sComerica’s Annual Report on Form 10-K for the year ended December 31, 2020.2023. See the "2020“2023 Grants of Plan-Based Awards"Awards” table below for information on awards made in 2020.2023.2024 Proxy Statement 61 Comerica Incorporated Name 2023 2022 2021 Mr. Farmer $4,650,037 $3,891,507 $3,464,424 Mr. Herzog $1,208,833 $1,111,505 $959,450 Mr. Sefzik $1,116,185 $1,019,340 $802,019 Ms. Crespi $790,227 $602,550 $625,516 Ms. Burkhart $743,903 N/A N/A 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“2023 Grants of Plan-Based Awards"Awards” table below for information on awards made in 2020.2023. The binomialfair value assigned to an option as of each grant date is as follows:Grant Date Grant Date Fair Value per Option
($)01/26/2021 18.36 01/25/2022 25.31 01/24/2023 20.21 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. 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"2023” for more information.2020include a matching contribution under Comerica's 401(k) savings plan and, if applicable, the ESPPwere as follows:NEO 401(k) Match
($)Perquisites and Other Personal Benefits
($)Mr. Farmer 13,200 45,019 (a) Mr. Herzog 13,200 — (b) Mr. Sefzik 13,200 15,879 (c) Ms. Crespi 11,996 — (b) Ms. Burkhart 13,200 — (b) NEO 401(k) Match ESPP Match $ 11,400 — $ 11,400 — $ 10,165 — $ 3,075 — $ 11,400 — (8)Includes(a)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 financial planning, security, the use of corporate aircraft to minimize wait times in order to facilitate meetings compared to commercial air travel, disability insurance coverage and items received for employee events.aircraft use is calculated based on actual flight hours, crew expenses, catering fees, landing feesbenefits for each of Mr. Herzog, Ms Crespi and fuel surchargeMs. Burkhart were below $10,000 and are thus omitted per SEC rule.Table Mr. Sefzik represents the incremental cost to Comerica of Contentsthe trip taken by Mr. Farmerfinancial planning and his spouse. Since the aircraft is used primarilydisability insurance coverage and items received for business travel, we do not include in the 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 $68,102. See page 52 for more information on the relocation policy.2024 Proxy Statement 62 Comerica Incorporated 20202023 under Comerica'sComerica’s Amended and Restated 2018 Long-Term Incentive Plan,Plan. It also shows potential 2023 payouts - as well as potential payoutsof the January 2023 grant date - for each of the NEOs under the AEI; for AEI amounts earned, see the Summary Compensation Table rows for the 2020 annual performance period.2023. For more information on our AEI plan, see the "Annual“Annual Executive Incentive (AEI)"(Short-Term Cash Incentive)” section of the "Compensation“Compensation Discussion and Analysis,"” and for our equity compensation plan, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis." 2020”Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Possible Payouts Under Equity Incentive Plan Awards(3) All Other
Stock
Awards:
Number of Shares of Stock or
Units(5)All Other
Option
Awards:
Number of
Securities Underlying
Options(6)Exercise
or Base
Price of
Option Awards
($/Sh)(7)Grant
Date Fair
Value of
Stock
and
Option Awards
($)(8)Name Award
TypeGrant
DateThreshold
($)Target
($)Maximum
($)(2)Threshold
(#)Target
(#)Maximum
(#)(4)Curtis C. Farmer Cash Incentive 403,125 1,612,500 3,225,000 SELTPP Units 1/24/2023 21,080 42,160 63,240 3,100,025 RSUs 1/24/2023 21,080 1,500,053 Options 1/24/2023 24,400 71.16 493,124 James J. Herzog Cash Incentive 167,344 669,375 1,338,750 SELTPP Units 1/24/2023 5,480 10,960 16,440 805,889 RSUs 1/24/2023 5,480 389,957 Options 1/24/2023 6,345 71.16 128,232 Peter L. Sefzik Cash Incentive 144,896 579,583 1,159,167 SELTPP Units 1/24/2023 5,060 10,120 15,180 744,124 RSUs 1/24/2023 5,060 360,070 Options 1/24/2023 5,855 71.16 118,330 Megan D. Crespi Cash Incentive 134,865 539,458 1,078,917 SELTPP Units 1/24/2023 3,582 7,165 10,747 526,842 RSUs 1/24/2023 3,585 255,109 Options 1/24/2023 4,150 71.16 83,872 Megan D. Burkhart Cash Incentive 131,521 526,083 1,052,167 SELTPP Units 1/24/2023 3,372 6,745 10,117 495,960 RSUs 1/24/2023 3,375 240,165 Options 1/24/2023 3,905 71.16 78,920 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:ReflectsDoes not reflect incentive compensation earned or paid for 2023. Rather, reflects the potential payments for each of the NEOs under the AEI for the annual performance period covering 2020.2023. Incentives actually earned under the AEI for the 20202023 performance period are shown in the 2023 rows of the Non-Equity Incentive Compensation Plan column of the 2020 Summary Compensation Table.2024 Proxy Statement 63 Comerica Incorporated "Compensation“Compensation Discussion and Analysis"Analysis” section above, the maximum stated for each NEO under the MIP represents the maximum amount that could be funded for each NEO based upon the achievement of the performance criteria, the NEO'sNEO’s officer level and the NEO'sNEO’s base salary. There is the possibility of no incentive funding if Comerica does not meet its performance objectives.2020.2023. The SELTPP units vest after December 31, 2022,2025, 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 2020.2023. 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 2020.2023. Option awards generally have a 10-year term and become exercisable annually in 25% increments.TheCommon Stockcommon stock per share on the date of grant.(atat grant date)date of stock options, RSUs and SELTPP units granted to applicable NEOs in 2020.2023. The value of the SELTPP units arewas calculated by a third-party accounting firm using the fair value (atat grant date) lessdate with a 2.95%percentage of stock price adjustment of 103.3% 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 $20.21. 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 2024 Proxy Statement 64 Comerica Incorporated RSA, RSU and SELTPP unit grants awarded under Comerica'sComerica’s equity incentive plans for each NEO that were outstanding as of December 31, 2020.2023. The market value of the stock awards is based on the closing market price of Comerica Common Stockcommon stock on December 31, 202029, 2023 of $55.86$55.81 per share. For more information on our equity compensation plans, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis."20202023Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options
(#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested
(#)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares or
Units of
Stock That Have Not
Vested
(#)Equity
Incentive Plan Awards:
Market Value
of Unearned
Shares or
Units of
Stock That Have Not
Vested
($)Curtis C. Farmer — 24,400 (1) 71.16 1/24/2033 21,080 (8) 1,176,475 63,240 (18) 3,529,424 4,216 12,649 (2) 92.58 1/25/2032 13,610 (9) 759,574 40,830 (19) 2,278,722 10,205 10,205 (3) 60.12 1/26/2031 9,325 (10) 520,428 18,772 6,258 (4) 63.15 1/28/2030 6,433 (11) 359,026 6,700 — 79.01 4/23/2029 1,187 (12) 66,246 6,605 — 80.17 1/22/2029 1,170 (13) 65,298 4,935 — 95.25 1/23/2028 55,950 (17) 3,122,569 4,272 — 67.66 1/24/2027 5,648 — 32.97 1/26/2026 1,805 — 42.32 1/27/2025 James J. Herzog — 6,345 (1) 71.16 1/24/2033 5,480 (8) 305,839 16,440 (18) 917,516 1,205 3,615 (2) 92.58 1/25/2032 3,890 (9) 217,101 11,662 (19) 650,856 2,827 2,828 (3) 60.12 1/26/2031 2,583 (10) 144,157 3,045 1,015 (5) 56.79 2/25/2030 1,048 (14) 58,489 1,871 624 (4) 63.15 1/28/2030 643 (11) 35,886 1,240 — 80.17 1/22/2029 220 (13) 12,278 905 — 95.25 1/23/2028 15,495 (17) 864,775 912 — 67.66 1/24/2027 584 — 32.97 1/26/2026 Peter L. Sefzik — 5,855 (1) 71.16 1/24/2033 5,060 (8) 282,399 15,180 (18) 847,195 1,105 3,315 (2) 92.58 1/25/2032 3,565 (9) 198,963 10,695 (19) 596,887 1,181 2,363 (3) 60.12 1/26/2031 2,158 (10) 120,438 1,160 1,160 (4) 63.15 1/28/2030 1,193 (11) 66,581 2,575 — 80.17 1/22/2029 457 (13) 25,505 1,340 — 95.25 1/23/2028 12,952 (17) 722,851 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
($) - 25,030 (1) 63.15 1/28/2030 12,865 (10) 718,639 33,450 (22) 1,868,517 1,675 5,025 (2) 79.01 4/23/2029 4,745 (11) 265,056 12,250 (23) 684,285 1,651 4,954 (3) 80.17 1/22/2029 4,680 (12) 261,425 2,467 2,468 (4) 95.25 1/23/2028 3,935 (13) 219,809 2,848 1,424 (5) 67.66 1/24/2027 1,248 (14) 69,713 5,648 - 32.97 1/26/2026 1,280 (15) 71,501 1,805 - 42.32 1/27/2025 11,463 (21) 640,323 - 4,060 (6) 56.79 2/25/2030 2,095 (16) 117,027 8,785 (22) 490,730 - 2,495 (1) 63.15 1/28/2030 1,285 (10) 71,780 1,142 (23) 63,792 310 930 (3) 80.17 1/22/2029 880 (12) 49,157 452 453 (4) 95.25 1/23/2028 725 (13) 40,499 608 304 (5) 67.66 1/24/2027 265 (14) 14,803 584 - 32.97 1/26/2026 265 (15) 14,803 2,105 (21) 117,585 - 2,325 (7) 34.86 4/30/2030 1,200 (17) 67,032 13,280 (22) 741,821 - 7,585 (8) 29.34 3/31/2030 3,910 (18) 218,413 - 2,415 (7) 34.86 4/30/2030 1,245 (17) 69,546 12,745 (22) 711,936 - 7,090 (9) 28.12 4/15/2030 17,780 (19) 993,191 3,655 (20) 204,168 - 5,705 (1) 63.15 1/28/2030 2,930 (10) 163,670 7,625 (22) 425,933 790 2,370 (3) 80.17 1/22/2029 2,235 (12) 124,847 2,907 (23) 162,385 1,142 1,143 (4) 95.25 1/23/2028 1,820 (13) 101,665 1,455 728 (5) 67.66 1/24/2027 638 (14) 35,639 3,688 - 32.97 1/26/2026 835 (15) 46,643 5,303 (21) 296,226 2024 Proxy Statement 65 Comerica Incorporated Footnotes:Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options
(#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested
(#)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares or
Units of
Stock That Have Not
Vested
(#)Equity
Incentive Plan Awards:
Market Value
of Unearned
Shares or
Units of
Stock That Have Not
Vested
($)Megan D. Crespi — 4,150 (1) 71.16 1/24/2033 3,585 (8) 200,079 10,747 (18) 599,790 652 1,958 (2) 92.58 1/25/2032 2,105 (9) 117,480 6,322 (19) 352,830 1,842 1,843 (3) 60.12 1/26/2031 1,685 (10) 94,040 1,811 604 (6) 34.86 4/30/2030 623 (15) 34,770 5,317 1,773 (7) 28.12 4/15/2030 1,828 (16) 102,021 10,102 (17) 563,792 Megan D. Burkhart — 3,905 (1) 71.16 1/24/2033 3,375 (8) 188,359 10,117 (18) 564,629 602 1,808 (2) 92.58 1/25/2032 1,945 (9) 108,550 5,835 (19) 325,651 1,885 1,885 (3) 60.12 1/26/2031 1,723 (10) 96,161 3,108 1,037 (4) 63.15 1/28/2030 1,065 (11) 59,438 2,265 — 80.17 1/22/2029 402 (13) 22,436 1,615 — 95.25 1/23/2028 10,327 (17) 576,349 2,050 — 67.66 1/24/2027 28/2021,24/2024, 1/28/2022,24/2025, 1/28/202324/2026 and 1/28/2024.Options vest annually in 25% increments with remaining vesting dates of 4/23/2021, 4/23/2022 and 4/23/2023.(3)22/2021,25/2024, 1/22/2022,25/2025 and 1/22/2023.(4)23/202126/2024 and 1/23/2022.(5)24/2021.(6)datesdate of 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.(7)datesdate of 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.(8)Options vest annually in 25% increments with remaining vesting dates of 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)2021, 4/15/2022, 4/15/2023, and 4/15/2024. ThisThe grant was made as a new hire grant for Ms. Crespi.Vesting dates for50% of these shares areRSUs vested on 1/28/2023, an additional 25% will vest on 1/28/2024 and the remaining 25% will vest on 1/28/2025. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(11)Vesting dates for50% of these shares areRSUs vested on 4/23/2022, an additional 25% vested 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)2024 Proxy Statement 66 Comerica Incorporated 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 1/24/2020,22/2022, an additional 25% vested on 1/22/2023, and half of the remaining RSAs25% will vest on each of 1/24/202122/2024. Dividend equivalents accumulate throughout the vesting period and 1/24/2022. Dividends are paid out in cash over the vesting period.(15)RSAsat distribution.RSAsRSUs vested on 1/26/2019,2/25/2023, an additional 25% vestedwill vest on 1/26/2020,2/25/2024, and the remaining 25% will vest on 1/26/2021. Dividends are paid out in cash over the vesting period.(16)RSUs vest in increments of 50% in year three and 25% in years four and five. Vesting dates for these shares are 2/25/2023, 2/25/2024 and 2/25/2025. The grant was made in recognition of Mr. Herzog'sHerzog’s promotion to CFO. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(17)Vesting dates for50% of these shares areRSUs vested on 4/30/2023, an additional 25% will vest on 4/30/2024, and the remaining 25% will vest on 4/30/2025. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution. The grant was made as a new hire grant for 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)Vesting dates for50% of these shares are 04/RSUs vested on 4/15/2023, 04/an additional 25% will vest on 4/15/2024, and 04/the remaining 25% will vest on 4/15/2025. Dividend equivalents accumulate throughout the vesting period and are paid out in cash at distribution.(21)12/31/2020.December 31, 2023. The Committee made performance-based determinations regarding these units on February 23, 202126, 2024 as follows:Metric Performance MetricPerformance 3-year average SELTPP ROCE 14.15% (122%16.0% (150.0% of target) TSR (relative to KBW Bank Index) 4th3rd quartile of banks – negative modifier was not applied 112%150.0% 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, 2025, 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, 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 SELTPP ROCE with a downward modifier applied based on relative TSR performance, as compared with the KBW Bank Index. Dividend equivalents accumulate throughout the vesting period and are paid out at distribution in cash with the same performance factor applied. Pursuant to SEC rules, based on Comerica's 2019Comerica’s 2022 and 20202023 performance (including TSR performance), the number shown is at thresholdthe maximum level.2024 Proxy Statement 67 Comerica Incorporated RSAsRSUs and SELTPP unitsRSAs during the fiscal year ended December 31, 20202023 for each of the NEOs. For more information on our equity compensation plans, see the "Long-Term Incentives"“Long-Term Incentives” section of the "Compensation“Compensation Discussion and Analysis."Stock Awards Name Number of
Shares Acquired
on Vesting
(#)Value
Realized on
Vesting
($)Curtis C. Farmer 55,458 3,890,912 (1) James J. Herzog 14,222 1,003,981 (2) Peter L. Sefzik 10,811 765,013 (3) Megan D. Crespi 35,766 1,968,355 (4) Megan D. Burkhart 16,307 994,613 (5) Option Awards Stock Awards Name Number of Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting
($) 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:1,247 RSAs1,170 RSUs vested with a closing market price of $64.73$69.13 on 1/24/2020, 1,280 RSAs22/2023, 985 RSUs vested with a closing market price of $64.73$71.96 on 1/26/2020, 732 RSAs23/2023, 9,325 RSUs vested with a closing market price of $62.72$72.03 on 1/27/2020, 1,615 RSAs26/2023, 6,432 RSUs vested with a closing market price of $35.20$72.57 on 4/1/28/20202023, and 18,705 SELTPP units settled with a closing market price of $56.79 on 2/25/2020.(2)Upon the lapse of restrictions, 265 RSAs1,186 RSUs vested with a closing market price of $64.73$43.73 on 1/24/2020, 265 RSAs4/23/2023. 36,360 SELTPP units vested on their determination date at a closing market price of $70.10 on 2/28/2023.$64.73$69.13 on 1/26/2020, 203 RSAs22/2023, 182 RSUs vested with a closing market price of $62.72$71.96 on 1/27/2020 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 RSAs23/2023, 2,582 RSUs vested with a closing market price of $64.73$72.03 on 1/24/2020, 835 RSAs26/2023, 642 RSUs vested with a closing market price of $64.73$72.57 on 1/26/2020, 3,517 RSAs28/2023, and 1,047 RSUs vested with a closing market price of $40.59$70.41 on 9/15/2020 and 9,5622/25/2023. 3,625 SELTPP units settledvested on their determination date at a closing market price of $70.10 on 2/28/2023, and 5,924 SELTPP units vested at a closing market price of $70.10 on 2/28/2023.$56.79$69.13 on 2/25/2020.Table1/22/2023, 267 RSUs vested with a closing market price of Contents2024 Proxy Statement 68 Comerica Incorporated retirement, including, without limitation,retirement. For the NEOs, those consist of the Comerica Incorporated Retirement Income Account Plan (“RIA”) and the Supplemental Retirement Income Account Plan for Employees of Comerica Incorporated (“SRIA”). defined benefit plans and supplemental executive retirement plans, but excluding tax-qualified defined contribution plans and nonqualified defined contribution plans.2020(1)Name Plan Name Number of Years
Credited Service
(#)Present Value of
Accumulated
Benefit
($)Curtis C. Farmer RIA 15.00 594,631 SRIA 15.00 543,285 James J. Herzog RIA 39.42 2,302,483 SRIA 39.42 270,659 Peter L. Sefzik RIA 23.17 846,847 SRIA 23.17 188,291 Megan D. Crespi RIA 3.00 41,912 SRIA 3.00 110,179 Megan D. Burkhart RIA 25.25 1,531,799 SRIA 25.25 176,434 Plan Name Number of
Years
Credited
Service
(#) 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:(1)NEOs,NEO, based on the final average monthly compensationeligible pay and the number of years of service credited atthrough December 31, 2020.2023. The actuarial assumptions used to determine the present values are consistent with those used in Comerica'sComerica’s financial statements, except that, as required by SEC regulations, the assumed retirement age is the normal RIA retirement age of 65 or the executive'sexecutive’s current age, if later. For these purposes, the actuarial assumptions under both plans includeare described in Note 17 to the financial statements in Comerica's 2023 10-K, and a discount rate of 2.71%; 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 isof a single life annuity otherwise,(for others, a lump sum is assumed.the Retirement Income Account (RIA) Plan,this formula, Comerica makesprovides 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. Eligible employees alsoa given month receive Contribution Credits and Interest Credits under the SRIA Plan in months in which they receive eligible SRIA pay.for that month.2024 Proxy Statement 69 Comerica Incorporated his or hertheir accrued benefit. Any portion of the benefit that was accrued under the prior final average pay formula is reduced by an early retirement reduction factor for commencement prior to normal retirement age. For accruals under the RIA cash balance formula, the value of the account balance is paid. As of December 31, 2020,2023, Mr. Farmer and Mr. Herzog were eligible for early retirement.2020,2023, none of the NEOs were eligible for normal retirement.a)(a) a benefit calculated using accruals through the late retirement date and b)(b) a benefit that consists of accruals under the prior final average pay formula as of the normal retirement date, actuarially increased to the late retirement date, plus any applicable accruals under the RIA cash balance formula. As of December 31, 2020,2023, none of the NEOs were eligible for late retirement.retirement. After three years of service with Comerica, anbenefit.An eligible employee is vested in the RIA.RIA after three years of service. Such an employee receives a vested separated retirement benefit at the time of termination even if such employee is not eligible for retirement. Any portion of the benefit that was accrued under the prior final average pay formula is reduced by a vested separated retirementreduction factor for commencement prior to normal retirement age. For accruals under the RIA cash balance formula, the value of the account balance is paid. As of December 31, 2020,2023, Mr. Buchanan wasSefzik, Ms. Crespi and Ms. Burkhart were eligible for a vested separated retirement benefit.2020,2023, Mr. Herzog had satisfied the service requirements for disability benefits.employee'semployee’s surviving spouse or domestic partner, if any, would receive the same benefit that would be payable if the eligible employee had separated from service on the date of death and elected an immediate joint and 50% survivor annuity as of the date of death or at the earliest retirement age, if later. An eligible employee who is at least age 50 and has earned a vested accrued benefit under the prior final average pay formula may elect an enhanced death benefit that would pay a benefit assuming the eligible employee separated from service on the date of death and elected an immediate joint and 100% survivor annuity. None of the NEOs haveMs. Burkhart has elected an enhanced death benefit.A participant who retires under the RIA receives a pension comprised of two parts. The first part is the pension based on the service the participant accrued prior to January 1, 2017 under the prior final average pay formula (if applicable) under Comerica's former pension plan. For more information on that plan, which terminated as of January 1, 2017, please refer to the 2017 proxy statement. The second part is the pension based on accruals on and after January 1, 2017, under the RIA cashbalance formula. For more information on the key features of the RIA, please see the "Other Benefits Programs and Compensation" section."Pension“Pension Benefits at Fiscal Year-End 2020"2023” table above. A participant who is married at the time of retirement generally receives a pension in the form of a joint and 50% survivor annuity, the amount of which is actuarially equivalent to the single life annuity. A participant may also elect a one-time lump sum option (with spousal consent as required by law).The amounts set forth in the table above are not subject to deduction for Social Security or other offset amounts.The SRIA plan provides contribution credits and interest at the same level as the RIA for compensation in excess of the IRS pay cap, which was $285,000 in 2020, and on compensation that is deferred under Comerica's deferred compensation plans. is less thandoes not exceed $250,000, the SRIA benefits are paid in a one-time lump sum.2024 Proxy Statement 70 Comerica Incorporated the NEOsany NEO with respect to the fiscal year ended December 31, 2020.2023. The plans under which these deferrals were made are described in the section entitled "Employee Deferred Compensation Plans" below.2020 NONQUALIFIED DEFERRED COMPENSATION Name Plan Name Executive Contributions in Last FY ($)(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:(1)Amounts represent compensation deferred in the 2020 fiscal year. Amounts are included in the 2020 Summary Compensation Table. (2)Amounts represent the total compensation deferred by each NEO, together with earnings netconsist of any losses attributed to each of them in accordance with their investment elections in the hypothetical investments offered. The deferral contributions made in years prior to 2020 represent base salary or incentives earned under the MIP. These amounts include NEO contributions that were included in the Summary Compensation Table in prior years for those years in which the individuals served as an NEO.Employee Deferred Compensation Plans. Comerica maintains two deferred compensation plans for eligible employees of Comerica and its subsidiaries: the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (the "Employee Common“Deferred Stock Deferral Plan"Plan”) and the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (the "Employee Investment Fund Deferral Plan"“Deferred Compensation Plan”).Name Plan Name Aggregate Earnings (Loss) in Last FY
($)James J. Herzog Deferred Compensation Plan 11,508 238,048 Deferred Stock Plan (11,230) 88,048 Employee CommonDeferred Stock Deferral Plan, eligible employees may defer up to 100% of their incentive awards into units that are functionally equivalent to shares of Comerica Common Stock.common stock. Dividend paymentspayment equivalents are converted to an equivalent unit value and credited to the employee'semployee’s account. Generally, theThe deferred compensation under the Employee CommonDeferred Stock Deferral Plan is payable in shares of Comerica Common Stockcommon stock, generally following termination of service as an employee over the period elected by the employee, except in the case of termination due to death or separation of service prior to retirement, in which case the deferred compensation is payable in shares of Comerica Common Stockcommon stock in a single lump sum distribution within ninety days.Similarly, The 2023 simulated investment return on compensation deferred under the Employee Investment Fund DeferralDeferred Stock Plan was (11.2)%.2024 Proxy Statement 71 Comerica Incorporated bonus andcash incentive awards, into units that are functionally equivalent to shares offor simulated investment in indices or broad-based mutual funds offered under the Employee Investment Fund Deferral Plan. These investments are similar to those offered under Comerica'sComerica’s Preferred Savings (401(k)) Plan.Plan offers. As of 1999, Comerica Common Stockcommon stock was no longer an investment choice under the Employee Investment Fund DeferralDeferred Compensation Plan. Any dividend payments are converted to an equivalent unit value and credited to the employee'semployee’s account. Generally, theThe deferred compensation under the Employee Investment Fund DeferralDeferred Compensation Plan is payable in cash, generally following termination of service as an employee, over the period elected by the employee, except in the case of termination due to death or separation of service prior to retirement, in which case the deferred compensation is payable in cash in a single lump sum distribution within ninety days.Additionally, upon Comerica's acquisition of Sterling, Comerica assumed Sterling Bancshares, Inc. Deferred Compensation Plan (as Amended and Restated). None of the NEOs participate in this plan.were:Simulated Investment T. Rowe Price Balanced I Class 18.10 % Vanguard Total Bond Market Index Fund Institutional Shares 5.72 % Metropolitan West Total Return Bond Fund Plan Class 6.07 % Comerica Stock Fund (11.20) % Franklin Rising Dividends Fund R6 Class 12.51 % Vanguard Institutional Index Fund Institutional Shares 26.24 % American Funds The Growth Fund of America® Class R-6 37.65 % JPMorgan U.S. Value Fund Class R6 9.73 % Vanguard Mid-Cap Index Fund Institutional Shares 16.00 % BlackRock Mid-Cap Growth Equity Portfolio Class K 28.34 % Allspring Special Mid Cap Value Fund - Class R6 9.62 % Vanguard Small-Cap Index Fund Institutional Shares 18.22 % Neuberger Berman Genesis Fund Class R6 15.89 % Goldman Sachs Emerging Markets Equity Insights Fund Class R6 12.98 % iShares MSCI EAFE International Index Fund Class K 18.34 % American Funds EuroPacific Growth Fund® Class R-6 16.05 % Gabelli U.S. Treasury Money Market Fund Class AAA 5.08 % POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLAT FISCAL YEAR-END 2020 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 2024 Proxy Statement 72 Comerica Incorporated POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL AT FISCAL YEAR-END 2023 Name Early
Retirement (1)For Cause
Termination
ControlDisability (3) Death (4) Curtis C. Farmer (5) $1,186,800 (7) — $31,466,424 $3,179,946 (7) $11,141,690 James J. Herzog (5) (6) $492,660 (8) — $10,235,937 $1,391,380 (8) $3,517,488 2020. Under Comerica's plans, retirement payments consist of:–Annual2023, 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. 2023. 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 2023" 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: 5.50% for the first 5 years, 5.76% for years 5-20 and 5.83% for years after 20. Mortality Table for 2024 as prescribed by IRS Notice 2023-73. Payments are assumed to have commenced on December 31, 2023 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 $456,174, and such amount is included above.2024 Proxy Statement 73 Comerica Incorporated 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)2020,2023, 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$12,888,761 at December 31, 2020,2023, using actual achievement of 112%150.0% for 20182021 SELTPP grants; this value is not included in the table.(3)2020,2023, 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$4,022,673 at December 31, 2020,2023, using actual achievement of 112%150.0% for 20182021 SELTPP grants; this value is not included in the table.(4)Name For Cause
TerminationDisability (3) Death (4) Peter L. Sefzik $662,528 — $8,829,095 $3,430,501 $3,171,878 Megan D. Crespi $612,276 — $7,526,532 $2,433,095 $2,584,954 Megan D. Burkhart (5) $602,528 — $7,482,296 $4,703,119 $2,390,305 "Change“Change of Control Agreements" on pages 57 to 58Agreements” for a description of these officers'officers’ change of control agreements; assumes both change of control and termination occur on December 31, 2020.2023. This total includes the following:Target annual2020. Comerica'sComerica’s closing stock price as of December 31, 2020.2023. 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%5.50% for the first 5 years, 2.31%5.76% for years 5-20 and 3.09%5.83% for years after 20. Mortality Table for 20212024 as prescribed by IRS Notice 2019-67.2023-73. Payments are projectedassumed to commencehave commenced on December 31, 20202023 in the form of a lump sum.2020. 20202023 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 2023 elections, assuming that premiums will remain at December 31, 20202023 levels.(6)2024 Proxy Statement 74 Comerica Incorporated 2020. RSAs,restricted stock, RSU and SELTPP units and RSUsawards based on Comerica'sComerica’s closing stock price as of December 31, 2020.2023. 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$601,000, $561,000, and $361,000$545,000, for Mr. FarmerSefzik, Ms. Crespi and Mr. Herzog,Ms. Burkhart, respectively, which would be paid by Comerica'sComerica’s life insurance provider.officer's 2020officer’s 2023 elections for Comerica'sComerica’s medical, dental and vision plan coverage, assuming that premiums will remain at December 31, 20202023 levels.(7)Mr. Farmer and Mr. Herzog are eligible for early retirementSRIA. 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 20202023 Table on page 72 and do not represent additional expense to Comerica. However, Mr. Herzog'sBecause Ms. Burkhart’s disability benefit would exceed the present value of hisher accumulated benefit by $981,364, and$2,063,222, such amount is included above.(8)Does2024 Proxy Statement 75 Comerica Incorporated
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between "executive compensation actually paid" (as defined by SEC rules) and certain financial performance measures of Comerica. For further information concerning Comerica’s variable pay-for-performance philosophy and how Comerica aligns executive compensation with its performance, refer to the “Compensation Discussion and Analysis.”Tabular Disclosures
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
($)
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)Value of Initial Fixed $100 Investment Based On: Year
Compensation
Table Total for PEO(1)
($)
Actually Paid
to PEO(2)
($)
Shareholder
Return(5)
($)
Total Shareholder
Return(5)
($)
(in millions)(6)
($)
MIP EPS(7)
($)(a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 7,719,674 4,959,778 2,336,933 1,510,555 95 97 881 8.10 2022 8,733,364 7,563,916 2,734,143 1,891,070 107 97 1,151 6.83 2021 7,696,094 11,609,076 2,477,730 3,431,583 134 124 1,168 6.12 2020 5,014,099 1,865,997 1,892,565 1,817,386 83 89 497 5.14 Year Reported Summary Compensation Table Total for PEO
($)Compensation Actually Paid to PEO
($)2023 7,719,674 5,093,202 2,475,769 308,280 165,817 4,959,778 2022 8,733,364 4,281,205 3,162,544 187,153 136,366 7,563,916 2021 7,696,094 3,805,582 7,734,030 114,858 99,392 11,609,076 2020 5,014,099 3,188,716 149,175 158,455 49,894 1,865,997 paymentsthe addition (or subtraction, as applicable) of deferred compensation whichthe following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year,2024 Proxy Statement 76 Comerica Incorporated 2020fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:Year Year End Fair Value of Unvested Equity Awards Granted in the Year
($)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards
($)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($)Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($)Total Equity Award Adjustments
($)2023 3,876,155 (1,634,844) — 234,458 — — 2,475,769 2022 3,749,103 (624,360) — 37,801 — — 3,162,544 2021 5,603,372 1,999,322 — 131,336 — — 7,734,030 2020 2,635,946 (2,065,535) — (421,236) — — 149,175 on page 74.for the applicable year.
d.The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Farmer during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that is attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:Year Service Cost
($)Prior Service Cost
($)Total Pension Benefit Adjustment
($)2023 165,817 — 165,817 2022 136,366 — 136,366 2021 95,950 3,442 99,392 2020 49,894 — 49,894 Contents (excluding Mr. Farmer) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Herzog, Mr. Sefzik, Ms. Crespi and Ms. Burkhart; (ii) for 2022, Mr. Herzog, Mr. Sefzik, Mr. Oberg and Mr. Buchanan and Ms. Crespi; (iii) for 2021, Mr. Herzog, Mr.Buchanan, Mr. Sefzik and Mr. Oberg; and (iv) for 2020, Mr. Herzog, Mr. Carr and Mr. Buchanan and Ms. Crespi. 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)None2024 Proxy Statement 77 Comerica Incorporated Year Average Reported Summary Compensation Table Total for Non-PEO NEOs
($)Average Compensation Actually Paid to Non-PEO NEOs
($)2023 2,336,933 1,056,868 376,960 210,819 64,349 1,510,555 2022 2,734,143 899,126 18,834 23,937 61,156 1,891,070 2021 2,477,730 911,371 1,800,780 27,476 91,920 3,431,583 2020 1,892,565 799,843 841,834 130,925 13,755 1,817,386 these officers have an employment agreement; however,non-PEO NEOs included in the calculation for each would be eligiblefiscal year.Year Average Year End Fair Value of Unvested Year Equity Awards Granted in the Year
($)Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards
($)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($)Average Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($)Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($)Total Average Equity Award Adjustments
($)2023 804,325 (355,066) — (72,299) — — 376,960 2022 651,661 (184,686) — 14,219 (462,360) — 18,834 2021 1,341,915 421,124 — 37,741 — — 1,800,780 2020 1,139,640 (208,030) — (89,776) — — 841,834 participateSEC rules, averages include negative changes reflected as "0". See Note 3 for the names of non-PEO NEOs included in Comerica's standard severance plan availablethe calculation for all salaried employees and would receive their annual base salary, plus COBRA and Comerica's standard outplacement assistance package, undereach fiscal year.plan.(2)Please see "Changetotal pension benefit adjustments are as set forth below. See Note 3 for the names of Control Agreements" on pages 57 to 58non-PEO NEOs included in the calculation for a description of these officers' change of control agreements; assumes both change of control and termination occureach fiscal year.Year Average Service Cost
($)Average Prior Service Cost
($)Average Total Pension Benefit Adjustment
($)2023 64,349 — 64,349 2022 61,156 — 61,156 2021 51,737 40,183 91,920 2020 13,755 — 13,755 2020. This total includes2019 and ending on the following:–Three times base salarylast fiscal day in 2023, 2022, 2021 and highest annual bonus2020, respectively, calculated pursuant toin accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the agreements (exceptKBW Bank Index for each year disclosed in the table.2024 Proxy Statement 78 Comerica Incorporated Financial Performance Measures Mr. Carrboth our long-term and Ms. Crespi, a full-year target bonus was used for illustrative purposes since they started with Comerica in 2020). –Target annual cashshort-term incentive for 2020 (prorated for Mr. Carr and Ms. Crespiawards are selected based on periodan objective of employment). –Theincentivizing our NEOs to increase the value of our enterprise for our shareholdersacceleration of all unvested, in-the-money equity awards based on Comerica's closing stock pricemost recently completed fiscal year, to Comerica’s performance are as of December 31, 2020. Outstanding awards granted priorfollows: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 prescribedpeer group established by the Pension Protection Act (PPA)Governance, Compensation and Nominating Committee)Analysis of the Information Presented in the Pay versus Performance Table 2024 Proxy Statement 79 Comerica Incorporated Compensation "Actually Paid" and Cumulative TSR minimum present value for calculating lump sums paid bygroup (excluding Mr. Farmer) are aligned with Comerica’s cumulative common stock total shareholder return ("TSR") over 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 5four 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 includedpresented in the table. –ProceedsCompensation "actually paid" is aligned with cumulative TSR over the period because a significant portion of life insurancethe compensation" actually paid" to Mr. Farmer and to the other NEOs is comprised 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 reflectedequity awards. As described in more detail in the 2020 Nonqualified Deferredsection “Compensation Discussion and Analysis,” Comerica aims for approximately 65% of the value of total compensation awarded to the NEOs to be comprised of equity awards, including restricted stock units, performance-based restricted stock units and stock options.
2024 Proxy Statement 80 Comerica Incorporated Table on page 74.(6)Compensation "Actually Paid" and Net Income Buchanan would receiveFarmer and the cash balanceaverage amount of his accountcompensation "actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) is generally aligned with Comerica’s net income over the four years presented in the table. While Comerica does not specifically use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure of MIP EPS, which the Company does use for setting goals in Comerica’s short-term incentive compensation program, the AEI. As described in more detail in the section “Compensation Discussion and Analysis,” Comerica aims for approximately 21% of the value of total compensation awarded to the NEOs to consist of amounts determined under the RIAAEI.
2024 Proxy Statement 81 Comerica Incorporated Compensation "Actually Paid" and MIP EPS SRIAthe average amount of compensation "actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) is generally aligned with Comerica’s MIP EPS over the four years presented in the eventtable. While Comerica uses numerous financial and non-financial performance measures for the purpose of death or disability. Because these benefits are already accrued and fully vested, they are already reflectedevaluating performance for Comerica’s compensation programs, Comerica has determined that MIP EPS is the financial performance measure that, in Comerica’s assessment, represents the most important performance measure used by Comerica to link compensation actually paid to its NEOs, for the most recently completed fiscal year, to Comerica performance. Comerica utilizes MIP EPS when setting goals for the AEI. As described in more detail in the Pension Benefits at Fiscal Year-End 2020 Table on page 72section “Compensation Discussion and do not represent additional expenseAnalysis,” Comerica aims for approximately 21% of the value of total compensation awarded to Comerica.the NEOs to consist of amounts determined under the AEI and approximately 65% of the value of total compensation awarded to the NEOs to be comprised of equity awards, including restricted stock units, performance-based restricted stock units and stock options.
Table2024 Proxy Statement 82 Comerica Incorporated Cumulative TSR of the Company and Cumulative TSR of the Peer Group Contents
Comerica's peer group presented for this purpose, the KBW Bank Index, was (3)% over the same four-year period. Comerica’s cumulative TSR outperformed the KBW Index during 2021 and 2022. For more information regarding the Comerica’s performance and the companies that the Committee considers when determining compensation, refer to “Compensation Discussion and Analysis.”
2020,2023, our last completed fiscal year:$91,828,$121,465, which includes the estimated value of nondiscriminatory health care benefits; and$5,038,695,$7,743,708, which exceeds the amount reported for him in the Summary Compensation Table due to the inclusion of the estimated value of nondiscriminatory health care benefits.20202023 the ratio of the annual total compensation of Mr. Farmer to the median of the annual total compensation of all employees was 5564 to 1.Methodology.Methodology2020,2023, our employee population consisted of 7,8597,570 full-time and part-time employees."median employee"“median employee” from our employee population, we calculated, for the ten months ended October 31, 2020,2023, (1) total cash compensation plus (2) total retirement benefits. "Total“Total cash compensation"compensation” includes salary, wages, overtime pay, commissions, referrals, ESPP matching payments and discounts, relocation assistance and cash incentive compensation actually paid during such period. "Total“Total retirement benefits"benefits” includes the 401(k) match made by Comerica during such time period plus the change in pension value between January 1, 20202023 and October 31, 2020.2023. Since we do not widely distribute2024 Proxy Statement 83 Comerica Incorporated average monthly compensation and the number of years of service credited at October 31, 2020.2023. The actuarial assumptions used to determine the present values are consistent with those used in Comerica'sComerica’s financial statements.employee'semployee’s compensation for 20202023 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.$13,030. This resulted in annual total compensation of $91,828."Total"“Total” column (column (j)) of our 20202023 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.$23,856. This resulted in annual total compensation for purposes of determining the ratio in the amount of $5,038,695.have chosenchose to exclude 3133 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 2024 Proxy Statement 84 Comerica Incorporated (1)Consists (a) options to acquire shares of Comerica Common Stock issued under the Amended and Restated 2006 Long-Term Incentive Plan (the "2006 LTIP") and the 2018 Long-Term Incentive Plan (the "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") 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 Non-Employee Director Plan") and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (the "2015 Non-Employee Director Plan"). At payout, the target number of SELTPP units may be reduced to zero or increased by up to 150%. The 2018 SELTPP grants vested and were settled at 112% on February 23, 2021, resulting in an issuance of an additional 19,944 shares above what is shown in the table.The 2018 LTIP was approved by Comerica's shareholders on April 24, 2018. 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.(2)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 these shares available for future sale or awards under the ESPP were included, the number shown in column (c) under "Total" would be 4,395,388.(3)These shares are available for future issuance under the 2018 LTIP in the form of options, stock appreciation rights, restricted stock, RSUs, other stock-based awards and cash 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 shares are available for future issuance under the Old Non-Employee Director Plan, other than pursuant to dividend reinvestment under outstanding award agreements, or the 2006 LTIP.(4)Includes options to purchase shares of Comerica Common Stock, issued under the Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan ("Sterling LTIP"), 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 Common Stock Deferral 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 Common Stock Deferral Plan"). The number of shares remaining available for future issuance under the Employee Common Stock Deferral Plan and the Director Common Stock Deferral Plan is not presently determinable. No shares are available for future issuance under the Sterling Deferred Compensation Plan, other than pursuant to dividend reinvestment.(5)In total, the weighted-average term for all outstanding stock options is 5.3 years.Most of the equity awards granted by Comerica during 2020 were under the shareholder-approved 2018 LTIP.For additional information regarding Comerica's equity compensation plans, please refer to Note 1 (see page F-62) and Note 16 (see pages F-87 through F-89) to the Consolidated Financial Statements contained in Comerica's Annual Report on Form 10-K for the year ended December 31, 2020.Plans not approved by Comerica's shareholders include:Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. The Sterling LTIP expired on April 28, 2013. Accordingly, there are no shares available for future issuance under this plan. Under the plan, stock awards in the form of options, restricted stock, performance awards, bonus shares, phantom shares and other stock-based awards were granted to legacy Sterling employees. The maximum number of shares underlying awards of options, restricted stock, phantom shares and other stock-based awards granted to an award recipient in any calendar year was 47,300, and the maximum amount of all performance awards granted to an award recipient in any calendar year was $2,000,000. Awards are generally subject to a vesting schedule specified in the grant documentation. The exercise price of each option granted was not less than the fair market value of each share of common stock subject to the option on the date the option was granted. The term of each option is not more than ten years, and the applicable grant documentation specifies the extent to which options may be exercised during their respective terms, including in the event of an employee's death, disability or termination of employment. The Sterling LTIP is administered by the Governance, Compensation and Nominating Committee of Comerica's Board of Directors.Director and Employee Common Stock Deferral Plans. Pursuant to the Director Common Stock Deferral Plan and the Employee Common Stock Deferral Plan (the "Deferred Compensation Plans"), directors and eligible employees may invest specified portions of their compensation into units that correlate to, and are functionally equivalent to, shares of Comerica Common Stock. The participants' accounts under the Deferred Compensation Plans are increased to the extent of dividends paid on Comerica Common Stock to reflect the number of additional shares of Comerica Common Stock that could have been purchased had the dividends been paid on each share of Comerica Common Stock hypothetically underlying then-outstanding stock units in the participants' accounts. Following the applicable deferral period, the distribution of a participant's Comerica stock unit account under the applicable Deferred Compensation Plan is made in Comerica Common Stock (with fractional shares being paid in cash).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").as Further Amended and RestatedOn February 26, 2024 and February 27, 2024, respectively, the Governance, Compensation and Nominating Committee (for purposes of this proposal, the "Committee") and the Board of Directors approved the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, and Further Amended and Restated, including amendments thereto (the "Amendments"), in substantially the form attached hereto as Appendix A (the "Proposed LTIP"), subject to shareholder approval. The discussion that follows is qualified in its entirety by reference to the Proposed LTIP. The Board of Directors Recommends a vote “FOR” the proposal set forth below. Proposed Changes was approved by shareholders on April 24, 2018. 2018, and they then approved an amended and restated version on April 27, 2021, which increased the number of shares available for awards. We refer to that plan as the "Current LTIP."2018proposal for your consideration now would:was approved by the Governance, Compensation and Nominating Committee (the "Committee") and the Board of Directors on February 23, 2021,will remain in substantially theeffect its current form, attached hereto as Appendix I, subject to shareholder approval. The material featuresits termination date and with its current share authorization. As of the 2018Record Date, approximately 2,485,826 shares remained available for grant under the Current LTIP, are summarized below. assuming that all SELTPP units pay out at target.Purpose of the Proposed LTIP discussion that follows is qualified in its entirety by reference to the 2018 LTIP.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 2018Proposed LTIP is designed to give Comerica a competitive advantage in attracting, retaining and motivating officers, directors, employees, and/or consultants, as well as to provide Comerica with a plan providing incentives for future performance of services that are directly linked to the profitability of Comerica'sComerica’s businesses and increases in shareholder value. Further, equity-based compensation assists in compliance with Comerica'sComerica’s Stock Ownership Guidelines. This practice aligns the interests of our senior officers and our Board with those of our shareholders and promotes good corporate citizenship.Cancellation2024 Proxy Statement 85 Comerica Incorporated 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 DateAmended 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 IncorporatedRestated 2018 Long-Term Incentive Plan, will remain in effect in their current forms, subject to their expiration datesas Further Amended and with their current share reserves.The Basis for the Number of Additional Authorized Shares in the Proposal The Basis for the Number of Shares Requested under the 2018 LTIP1.972.065 million shares of Comerica Common Stock,common stock, all of which could be used for any type of award (including full value awards) to officers, directors, employees or consultants. In determining the amount of shares to request, under the 2018 LTIP, the CommitteeComerica took into account several factors:(1)Year Granted Appreciation Awards (Options and SARS) Total Full-Value Awards Granted (1) Granted Time-Based Restricted Stock Units Granted Performance-Based Restricted Stock Units Earned-Performance Based Restricted Stock Units (2) (3) 2024 321,230 954,209 555,864 398,345 286,485 2023 250,460 903,220 632,580 270,640 303,191 2022 182,660 541,462 359,172 182,290 — Year Total Number of
Shares Full Value Shares 2019 934,366 651,256 2020 1,203,831 689,506 2021 742,674 512,024
“Full Value "Shares"Shares” refers to time-vested restricted stock and performance-based restricted stock units granted during the year, as well as performance-based restricted stock units vested during the year. The 20212024 annual grants were made on January 26, 2021,23, 2024, in accordance with our Stock Granting Policy. Numbers are as of February 26, 2021.23, 2024. Regular January grants plus the February performance restricted stock unit vestings typically constitute predominantly all equity awards made in a year under the 2018Current LTIP. See the "Stock“Stock Granting Policy"Policy” section of this proxy statement for more information.breakdown of the Full Value Shares presented above is2019-2021 performance based restricted stock units (“SELTPP” units) that would have been earned were not distributed in 2022, as follows: Year RSUs Granted Performance
Shares Vested2019 232,228 419,028 2020 477,044 212,462 2021 324,085 187,939
Usage or Unadjusted 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 Average 1.1%0.73% Estimated by Comerica as of February 26, 202123, 20242.21%0.86%Threshold provided by ISS guidelinesInstitutional Shareholder Services guideline benchmark (for information only)
Shareholder Dilution — We estimate that if the The CommitteeComerica reviewed the number of shares of Comerica Common Stockcommon stock represented by outstanding awards as a percentage of the total number of shares outstanding of Comerica Common Stockcommon stock (commonly referred to as "overhang"“overhang”) when considering how many shares to request under the 2018 LTIP.. If the amendments to the 2018Proposed LTIP had been in effect on the Record Date and all shares thereunder were subject to outstanding awards, we estimate that overhang would have been approximately 7.28%7.40%.In addition, with respect to overhang and dilution (discussed below), we believe it is important to keep in mind the effects of Comerica's 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.2018Proposed LTIP had been in effect on the Record Date, the potential dilutive effect of Comerica'sComerica’s equity compensation program overall would have been 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 Stockcommon stock granted under the Current LTIP. In 2018,2021, when shareholders originally approved the number ofadditional shares available to grant under the 2018Current LTIP, we indicated that we believed the available poolauthorization would last through three regular annual grant cycles (2019, 2020(2022, 2023 and 2021)2024). The shares haveshare authorization has lasted through these grant cycles, as expected. Based on our current analysis, we believe the 1.972.065 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.cycles. The additional sharesshare authorization will also allow flexibility to adapt our long-term equity incentive programs to market or regulatory changes, including future awards to senior management that may be weighted towards full value awards, pursuant to regulatory guidance.The following table sets forth the number 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 2024 Proxy Statement 86 Comerica Incorporated (1)Total amount available for future awards based on the assumptions in the table below.(2)Consistsfor Non-Employee Directors and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors. Eligible participants are non-employee directors of the Comerica.(3)This table and the tables below exclude the shareholder-approvedas Further Amended and Restated Employee Stock Purchase Plan, 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 % As of Date Outstanding Stock Options Under All Plans (1) Weighted-Average Exercise Price Weighted-Average Remaining Term Full Value Awards Outstanding Under All Equity Incentive Plans (2) Number of Shares Available for Grant Under All Equity Incentive Plans February 23, 2024 2,309,953 $63.25 5.70 2,919,042 2,485,826 Additional Shares Requested in this Proposal for the Proposed LTIP 2,065,000 Total Available for Future Awards if this Proposal is Approved (3) 4,550,826 Consists of the Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. This plan is closed to future granting activity.(2)granted no SARs.(3)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) stock-settled SELTPP units issued under the 2018Current LTIP are assumed for the purposes of this table to pay out at target.CMA 2023 Average Stock Price
(A)Common Shares Outstanding as of Record Date
(B)Market Value of Common Shares Outstanding
(C) = A x BMarket Value of 2.065 Million Shares Requested as of Record Date
(D)Value of Shares
(E) = D / C$49.26 $132,209,134 $6,512,426,273 $101,718,844 1.56% Weighted average exercise priceKey Features of all outstanding stock options$54.55Weighted average remaining contractual life of all outstanding stock options5.8 yearsthe Proposed LTIPKey Features of the 2018 LTIPfollows current best practices fordesigns its equity award programs and the 2018with best practices in mind. The Proposed LTIP contains provisions that the Board believes are consistent with the interests of shareholders and sound corporate governance practices: 2024 Proxy Statement 87 Comerica Incorporated Key Features DescriptionDescription No “evergreen” feature No "evergreen" featureThe 2018Proposed LTIP has a fixed number of shares available for grant that will not automatically increase because of an "evergreen"“evergreen” feature. No liberal change in control vesting The 2018Proposed LTIP defines a "change“change of control"control” of Comerica to mean (i) a person acquiring beneficial ownership of Comerica securities representing 30% or more of Comerica Common Stockcommon stock or the combined voting power of then outstanding securities of Comerica; (ii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board); (iii) consummation of a reorganization, merger, share exchange, consolidation or other similar transaction, or a sale or other distribution of all or substantially all of the assets of Comerica, unless Comerica'sComerica’s shareholders prior to the transaction continue to own at least 50% of the common stock or voting securities, no person owns greater than 30% of the common stock or voting securities, and a majority of the board of directors remain; or (iv) shareholder approval of a complete liquidation or dissolution. Awards do not automatically vest upon a change in control The 2018Proposed LTIP provides for "double-trigger"“double-trigger” vesting of awards, unless awards are not assumed in a transaction. Prohibits repricings or cash buyouts The 2018Proposed LTIP includes a blanket prohibition against repricing, including a prohibition of cash buyouts of out-of-the-money options or stock appreciation rights ("SARs"),SARs without shareholder approval. For these purposes, a "repricing"“repricing” also includes substituting a stock award for an out-of-the-money option or SAR. Share "recycling"“recycling” not permitted for optionsThe 2018Proposed LTIP includes a prohibition against re-granting shares withheld or tendered to pay option exercise prices, or withheld or tendered to satisfy tax withholding obligations on options or SARs. Minimum vesting requirement Under the 2018Proposed LTIP, at least 95% of the shares that may be granted shall be subject to awards with designated vesting periods of no less than one year. Key FeaturesDescription No reload options Reload options are additional options that are granted automatically upon the exercise of the previously granted options; options granted under the 2018Proposed LTIP may not include a reload feature. No dividends on unvested equity The 2018Proposed LTIP does not permit payment of dividend equivalents on unvested shares unless the underlying shares vest. The 2018Proposed LTIP also prohibits the payment of dividend equivalents on shares subject to outstanding options and SARs. No discounted options or SARs Under the 2018Proposed LTIP, option or SAR exercise prices must be at least 100% of fair market value on the date an option or SAR is granted. Individual share limits Option term limits Option terms may not be more than 10 years Administration by an independent committee The 2018 LTIP is administered by the Committee, which is comprised entirely of independent directors.directors, will govern the Proposed LTIP. 2024 Proxy Statement 88 Comerica IncorporatedComerica's Prudent Equity Award PracticesComerica'sComerica’s Prudent Equity Award Practices mix.mix. In 2021,2024, 60% of each NEO'sNEO’s equity awards were subject to performance conditions. "full-value" awards.“full-value” awards. Our equity programs are heavily weighted towards the use of "full-value"“full-value” awards (as opposed to "appreciation"“appreciation” awards, such as stock options). This can mitigate the potential dilutive effect of equity compensation, because the same value can be delivered in the form of a stock award using fewer shares than would be needed if delivered in the form of a stock option or stock-settled SAR.repricings.repricings. Comerica does not have a history of option repricings (regardless of whether shareholders have approved the repricing).guidelines.guidelines. We have stock ownership guidelines that encourage 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.Clawbacksprovisions.provisions. Under the 2018Proposed 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 businessperiods.periods. For 20212024 officer grants:Award Type Vesting Requirement Award TypeVesting RequirementOptions Vest over 4 years RSUs Vest over 4 years50% in on the 2nd anniversary from the date of grant and 25% on both the 3rd and 4th anniversarySELTPP 3-year cliff Summary of Material Terms of the 2018 LTIPSummary of Material Terms of the Proposed LTIP 2018Proposed LTIP. As of the Record Date, Comerica estimates that approximately 400 officers, other employees and directors would be eligible to receive awards under the 2018Proposed LTIP.AVAILABLE UNDER THE 2018 LTIP.AVAILABLE. The maximum number of shares of Comerica Common Stockcommon stock that will be available under the 2018Proposed LTIP is 7,720,000,9,785,000, plus any shares of Comerica Common Stockcommon stock that are represented by awards granted under the 2006 LTIP or 2015 Non-Employee Director Plan which are forfeited, expire, terminate or are settled for cash. No individual 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 rightSAR terminates, expires or lapses without exercise or settlement, or any shares of Comerica Common Stockcommon stock in respect of a full value award are withheld for tax purposes, the shares subject to such awards forfeited, expired or not delivered as a result thereof shall again be available for awards under the Proposed LTIP.2024 Proxy Statement 89 Comerica Incorporated LTIP.2018Proposed LTIP, (B) the various maximum limitations set forth above upon the grants to individuals of certain types of awards, (C) the number and kind of shares or other securities subject to outstanding awards, (D) financial goals or results underlying or relevant to a performance goal and (E) the exercise price of outstanding options and SARs. In the case of certain corporate transactions, such an adjustment may consist of cancellation of outstanding awards in exchange for payments of cash, property or combination thereof having an aggregate value equal to the value of such awards, which in the case of an option may be the excess, if any of the deal consideration per share over the per share exercise price. Because awards Awards under the 2018Proposed LTIP are discretionary, and no awards are determinable at this time. Additional information on equity grants under the 2018Current LTIP in the last fiscal year is contained in the "2020 Summary Compensation Table" on pages 64-66 of this proxystatement and the "2020“2023 Grants of Plan-Based Awards" table on pages 66-67Awards” of this proxy statement and information on equity grants under the 2015 Non-Employee Director Planto non-employee directors in the last fiscal year is contained in the "Compensation“Compensation of Directors"Directors” section on pages 26-27 of this proxy statement. The number of shares awarded in 20202023 to all of the executive officers as a group (including the NEOs currently serving as executive officers)NEOs) and theto approximately 380365 other eligible non-executive officer participants as a group are approximately 289,935261,915 and 975,075,883,923, respectively.8, 2021, the latest practicable date the information was available prior to the printing and mailing of this proxy statement,4, 2024, the closing price of a share of Comerica's Common StockComerica’s common stock on the New York Stock Exchange was $72.17.2018PROPOSED LTIP. The 2018 LTIPCommittee, which is comprised entirely of independent directors, will be administered bygovern the Committee ofProposed LTIP. If it so chooses, the Board or such othermay designate another committee of members of the Board as the Board may designateto so govern from time to time. Currently, the Committee is comprised of only outside independent directors.2018Proposed LTIP, the rules and regulations under the 2018Proposed LTIP, and the terms of all grants under the 2018Proposed LTIP; and to adopt, alter and repeal rules and procedures relating to the administration of the 2018Proposed LTIP as, in its opinion, may be advisable in the administration of the 2018Proposed LTIP; and, except as provided in the 2018Proposed LTIP, to make all other determinations deemed necessary or advisable under the 2018Proposed LTIP. The Committee may, except to the extent prohibited by applicable law or the listing standards of the New York Stock Exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members or to any other officer or officers selected by it, including, without limitation, Comerica'sComerica’s Chief Executive Officer. However, the Committee may not delegate its responsibilities and powers if such delegation would cause an award made to an individual subject to Section 16 of the Exchange Act not to qualify for an exemption from Section 16(b) of the Exchange Act. The Committee Comerica may grant stock options, SARs, restricted stock, restricted stock units, other stock-based awards and cash awards under the 2018Proposed LTIP.ISOs)"ISOs") and non-qualified stock options. The term of each stock option will be fixed by the Committee, but may not exceed ten years. The exercise price for each stock option will also be fixed by the Committee, but may not be less than the fair market value of Comerica Common Stockcommon stock on the date of grant. ISOs may only be granted to employees of Comerica and corporations connected to it by chains of ownership of voting power representing 50 percent or more of the total outstanding voting power of all classes of stock of the lower-tier entity. In addition, the aggregate fair market value of the Comerica common stock for which ISOs are exercisable for the first time by a participant during any calendar year may not exceed $100,000. Stock options will vest and become exercisable as determined by the Committee.Committee or its delegate. The effect of a participant'sparticipant’s termination of service on a stock option then held by the participant will be set forth in the applicable award agreement. In general, stock options may be exercised, in whole or in part, in accordance with the methods and procedures established by the Committee in the award agreement or otherwise. also award restricted stock, that is, actual shares of Comerica Common Stock,common stock the vesting of which is subject to such requirements as the Committeeit may determine. These requirements may include continued services for a specified period and/or achievement of performance goals. At the discretion of the Committee, the recipient of restricted stock will be entitled to vote the shares and receive dividends and other distributions, although all dividends and other distributions with respect to restricted stock shall be held subject to the same vesting conditions underlying the restricted stock. The effect of a participant'sparticipant’s termination of service on any restricted stock award then held by the participant will be described in the applicable award agreement.2024 Proxy Statement 90 Comerica Incorporated Contents also award restricted stock units, that is, grants representing a specified number of hypothetical shares of Comerica Common Stock,common stock, the vesting and payment in actual shares of which is subject to such requirements as the Committee may determine. These requirements may include continued services for a specified period and/or achievement of performance goals. Upon or after vesting, restricted stock units will be settled in cash or shares of Comerica Common Stockcommon stock or a combination, as determined by the Committee. A participant to whom restricted stock units are granted will not have any rights as a shareholder with respect to the units, unless and until they are settled in shares of Comerica Common Stock,common stock, although at the discretion of the Committee or its delegate, the recipient of a restricted stock unit award may be entitled to a dividend equivalent right, subject to the same vesting conditions as the restricted stock unit. The effect of a participant'sparticipant’s termination of service on any restricted stock unit award then held by the participant will be described in the applicable award agreement.Common Stockcommon stock on the date of grant. Exercise of a SAR entitles a participant to receive an amount equal to the difference between the fair market value of one share of common stock on the date the SAR is exercised and the grant price times the number of shares with respect to which the SAR is exercised. The Committee has discretion to determine whether any SAR will be settled in cash, shares or a combination thereof. SARs expire no more than 10 years after the date they are granted. The effect of a participant'sparticipant’s termination of service on a SAR then held by the participant will be set forth in the applicable award agreement. Other The Committee may make other stock-based awards may be denominated, or payable in, valued in whole or in part by reference to or otherwise based on or related to shares of Comerica Common Stock,common stock, as the Committee deems consistent with the purpose of the 2018Proposed LTIP. They also may be subject to such additional terms and conditions, which may include continued service for a specified period and/or achievement of performance goals, not inconsistent with the provisions of the 2018Proposed LTIP, as determined by the Committee.2018Proposed LTIP may be conditioned on the achievement of performance goals established by the Committee based on the attainment of specified levels of one or more of the following measures: (a) earnings per share (including variations thereof, such as diluted earnings per share, earnings per common share or diluted earnings per common share), (b) return measures (including, but not limited to, return on assets, average assets, equity, common equity or sales or shareholder payout ratio), (c) income measures (before or after taxes, including, but not limited to, net income, net interest income and noninterest income), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner'sowner’s equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica'sComerica’s Sustainability report, such as percentage reduction in paper consumption, water use, 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;indices, (v) customer satisfaction reports and (w) any other objective or subjective measures determined by the2024 Proxy Statement 91 Comerica Incorporated Human ResourcesAdministrative Officer, or such other person designated from time to time by the Committee, shall have the power and authority to suspend all or any portion of any award if that delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. The cancellation and suspension provisions have no application following a change of control of Comerica.participant'sparticipant’s awards will be accelerated and vest in full. In the event an acquirer refuses to issue replacement awards, or if the acquirer is not a publicly-held company, then all awards will be accelerated and vest in full. In the case of performance awards, awards will be vested at the greater of actual performance through the date of the change in control and target performance. The terms "cause," "good reason"“cause,” “good reason” and "change“change in control"control” are defined in the 2018Proposed LTIP.2018Proposed LTIP will be non-transferable except by will or pursuant to the laws of intestacy for no value or consideration.2018Proposed LTIP, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of an award recipient with respect to a previously granted award without such award recipient'srecipient’s consent, except such an amendment made to comply with applicable law, including, without limitation, Section 409A, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of Comerica'sComerica’s shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.recipient'srecipient’s consent, materially impair the rights of any award2018Proposed LTIP or award to comply with applicable law, stock exchange rules or accounting rules."repricing"“repricing” also includes cash buyouts of out-of-the-money stock options or SARs or substituting a stock award for an out-of-the-money stock option or SAR.2018Proposed LTIP. Unless otherwise determined by Comerica, withholding obligations may be settled with shares of Comerica Common Stock,common stock, including shares that are part of the grant that gives rise to the withholding requirement.2018Proposed LTIP shall be subject to the terms of the recoupment (clawback) policy adopted by Comerica as in effect from time to time, as well as any applicable forfeiture provisions.2018Proposed LTIP as of the date of this proxy statement. The laws governing the tax aspects of awards are highly technical and such laws are subject to change. The following discussion does not address state, local or non-U.S. income tax rules applicable to awards under the 2018Proposed LTIP. Each individual should seek tax advice with respect to the consequences of participating in the 2018Proposed LTIP from his or her personal tax advisor.2024 Proxy Statement 92 Comerica Incorporated "spread"“spread”) will constitute compensation taxable to the recipient as ordinary income. Comerica generally will be entitled to a corresponding federal income tax deduction equal to the amount of ordinary income recognized by the recipient. Upon the exercise of a SAR, an award recipient will recognize ordinary income equal to the excess of the fair market value of the shares underlying the exercised portion of the SAR on the exercise date over the exercise price of the SAR. Comerica generally will be entitled to a corresponding deduction equal to the amount of ordinary income that the recipient recognizes. Upon the sale of Comerica Common Stockcommon stock acquired upon exercise of a non-qualified stock option or SAR, the recipient will generally recognize long- or short-term capital gain or loss, depending on whether the recipient held the stock for more than one year from the date of exercise. With respect to ISOs, a recipient generally will not recognize taxable income when the recipient exercises the ISO, unless the recipient is subject to the alternative minimum tax. If the recipient sells the shares more than two years after the ISO was granted and more than one year after the ISO was exercised, the recipient will recognize long-term capital gain or loss, as the case may be, measured by the difference between the stock'sstock’s selling price and the exercise price. Comerica will not receive a tax deduction with respect to the exercise of an ISO if the ISO holding period is satisfied. Award recipients do not recognize any taxable income and Comerica is not entitled to a deduction upon the grant of a non-qualified stock option, SAR or an ISO.Comerica'sComerica’s compensation tax deduction to compensation of $1,000,000 or less paid in any tax year to any "covered employee"“covered employee” as defined under Section 162(m). Section 162(m) may result in all or a portion of the awards granted under the 2018Proposed LTIP to "covered employees"“covered employees” failing to be deductible to Comerica for U.S. Federal income tax purposes.2018Proposed LTIP that constitute "nonqualified“nonqualified deferred compensation"compensation” within the meaning of Section 409A.2018Proposed LTIP will be effective as of the date it is approved by the shareholders. It will terminate on the tenth anniversary of that date, unless earlier terminated in accordance with its provisions. Awards outstanding as of the date of termination of the 2018Proposed LTIP shall not be affected or impaired by the termination.2018Proposed LTIP. In tabulating the vote, abstentions will have the same effect as a vote against the 2018 LTIP,proposal, however, broker non-votes will be disregarded and will not affect the outcome.2018Proposed LTIP is not approved by the shareholders, the Committee will continue to grant awards under the Comerica Incorporated 2018 Long-Term Incentive Plan and the 2015 Non-Employee Director Plan as they currently exist,Current LTIP, and such plansplan would be otherwise unaffected by this vote.COMERICA'S"“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"2021 EMPLOYEE STOCK PURCHASE PLAN.SECURITY OWNERSHIP OF MANAGEMENTThe following table contains information about the number of shares of Comerica Common Stock beneficially owned by Comerica'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, 2021 and also any shares that the individual can acquire by April 27, 2021 (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 her spouse or other family members) with respect to the shares listed in the table.Name of Beneficial OwnerAmount and Nature ofBeneficial OwnershipPercent ofClassJohn D. Buchanan55,237(1)(2)*J. McGregor Carr93 10,601(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)*Comerica IncorporatedFootnotes:*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.(2)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.(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 OWNERSThe 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, 2020. 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, on information that State Street Corporation provided in its Schedule 13G, filed February 8, 2021 and on information that The Vanguard Group provided in its Schedule 13G/A, filed February 10, 2021, in each case relating to their respective beneficial ownership of Comerica as of December 31, 2020, using Comerica's actual shares outstanding at December 31, 2020. Amount and Nature of Beneficial Ownership as of December 31, 2020Name 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% �� Footnotes:(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 MEETINGSEC Rule 14a-8. To be considered for inclusion in next year's proxy statement, shareholder proposals must comply with applicable laws and regulations, including Rule 14a-8 promulgated under the Exchange Act, as well as Comerica's bylaws, and must be submitted in writing to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, and received by November 16, 2021.Advance Notice Procedures. Comerica's bylaws also establish advance notice procedures with regard to shareholder proposals and director nominations that are not submitted for inclusion in the proxy statement, but that a shareholder instead wishes to present directly at an Annual Meeting of Comerica's shareholders. For the 2022 Annual Meeting of Shareholders, notice must be received by Comerica's Corporate Secretary no later than the close of business on January 27, 2022 and no earlier than the close of business on December 28, 2021. If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 days before or more than 60 days after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 27, 2022), or if a special meeting of shareholders is called for the purpose of electing directors, Comerica's Corporate Secretary must receive your notice no earlier than the close of business on the 120th day prior to the new Annual Meeting date and no later than the close of business on the later of the 90th day prior to the new Annual Meeting date or the 10th day following the day on which Comerica first made a public announcement of the new Annual Meeting date (and, in the case of a special meeting, of the nominees proposed by the Board of Directors to be elected at such meeting).If Comerica increases the number of directors to be elected to the Board at the Annual Meeting and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the immediately preceding year's Annual Meeting, then Comerica will consider your notice timely (but only with respect to nominees for any new positions created by such increase) if Comerica's Corporate Secretary receives your notice no later than the close of business on the 10th day following the day on which Comerica first makes the public announcement of the increase in the number of directors.Any shareholder making a proposal or a director nomination will need to disclose additional information regarding each person proposed for nomination for election as a director, the shareholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination or proposal is made, including disclosure of securities ownership, derivative and short positions and certain interests, as described in Comerica's bylaws. Additionally, any director nominee would need to complete a written questionnaire and representations as described above under "Board and Committee Governance — Nominee Selection Process."Proxy Access Procedures. Article III of the bylaws permits a shareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of outstanding Comerica Common Stock for at least 3 years to nominate and include in Comerica's annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws, including the advance notice procedures set forth above.Additional Requirements. Comerica's bylaws contain additional shareholder proposal and director nomination requirements. A copy of Comerica's bylaws can be obtained by making a written request to the Corporate Secretary.GENERAL INFORMATION FOR SHAREHOLDERS ABOUT THE ANNUAL MEETINGProxy Materials.We are providing this proxy statement in connection with the solicitation by the Board of Directors of Comerica Incorporated of proxies to be voted at our 20212024 annual meeting of shareholders to be held on April 27, 2021,23, 2024, 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.ProceduresCommon Stockcommon stock at the close of business on February 26, 202123, 2024 (the "Record Date"“Record Date”), are entitled to vote at the annual meeting.Annual Meeting. Each holder of Comerica Common Stockcommon stock is entitled to cast one vote on each matter submitted at the annual meetingAnnual Meeting for each share of stock held on the Record Date. As of that date, there were 139,490,972132,373,205 shares of Comerica Common Stockcommon 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, 69,745,48766,186,604 shares, present or represented by proxy at the meeting, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.2024 Proxy Statement 94 Comerica Incorporated eleventwelve 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;2024; for the non-binding,Plan;Plan, as further amended and for the approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan.restated. 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.Shareholder List. A list of shareholders of record 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.Expenses of Solicitation. Comerica pays the cost of preparing and printing the proxy statement and soliciting proxies. Comerica will solicit proxies primarily by mail, but may also solicit proxies personally and by telephone, the Internet, facsimile or other means. Comerica will use the services of Innisfree M&A Incorporated, a proxy solicitation firm, at a cost of $15,000 plus out-of-pocket expenses and fees for any special services. Officers and regular employees of Comerica and its subsidiaries may also solicit proxies, but they will not receive additional compensation for soliciting proxies. Comerica also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners of Comerica Common Stock.Required.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.proposals: (i) to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm; (ii) to approve a non-binding, advisory proposal to approve executive compensation; (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 Planother proposals 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. SEC rules allow a single copy of2024 Proxy Statement 95 Comerica Incorporated proxy materials or the notice of internet availability of proxy materials to be delivered to multiple shareholders sharing the same address and last name, or who we reasonably believe are members of the same family and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as "householding" and can result in significant savings of paper and mailing costs.Because we have elected to provide access to our proxy materials over the Internet under the SEC's "notice and access" rules, we will not household our proxy materials or notices to shareholders of record sharing an address. This means that shareholders of record who share an address will each be mailed a separate notice or paper copy of the proxy materials. However, we understand that certain brokerage firms, banks, or other similar entities holding Comerica Common Stock for their customers may household proxy materials or notices. Shareholders sharing an address whose shares of Comerica Common Stock are held by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxymaterials or notice and wish to receive separate copies of these materials in the future. Additional copies of our proxy materials are available upon request by contacting:Corporate SecretaryComerica IncorporatedComerica Bank Tower1717 Main Street, MC 6404Dallas, Texas 752011-866-641-4276Meeting.MeetingCommon Stockcommon stock at the close of business on the Record Date (i.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/MLWZQ5H 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.Common Stockcommon stock as of the Record Date and you want to attend the Annual Meeting, you have two options:Meeting.Meeting. Submit proof of your proxy power ("(“Legal Proxy"Proxy”) from your broker or bank reflecting your Comerica Common Stockcommon 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, 2021.17, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.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 20212024 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.9:308:00 a.m., Central Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the admission instructions for record holders as outlined in this proxy statement.Meeting.Meetingwww.meetingcenter.io/220952924,www.meetnow.global/MLWZQ5H, 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.Report.Meeting, the chair will convene the meeting at 8:00 a.m. Central Time on April 23, 2024 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at https://investor.comerica.com/.2024 Proxy Statement 96 Comerica Incorporated 
Executive Officer since November 2021
Executive Officer since 2010
2024 Proxy Statement 97 Comerica Incorporated 
Executive Officer since 2020
Executive Officer since 2020
Executive Officer since 20202024 Proxy Statement 98 Comerica Incorporated
Executive Officer since 2008
2024 Proxy Statement 99 Comerica Incorporated 
Executive Officer since 2022
Executive Officer since 2019
Executive Officer since 20202024 Proxy Statement 100 Comerica Incorporated
Executive Officer since 2024
Executive Officer since 2016
2024 Proxy Statement 101 Comerica Incorporated 
Executive Officer from 2015-2018 and 2019-Present
Executive Officer since 2019
2024 Proxy Statement 102 Comerica Incorporated Name of Beneficial Owner Amount and Nature of
Beneficial OwnershipBeneficial Ownership as Percent of Class Director RSUs Arthur G. Angulo — * 2,463 Nancy Avila — * 4,162 Megan D. Burkhart 47,315 (1) * 22,690 Michael E. Collins — * 14,409 Roger A. Cregg 5,000 (2) * 40,380 Megan D. Crespi 35,971 (3)(4) * 36,745 Curtis C. Farmer 239,383 (3) * 108,755 M. Alan Gardner — * 2,463 James J. Herzog 40,001 (3)(4)(5) * 27,305 Jacqueline P. Kane 13,802 * 35,580 Derek J. Kerr — * 2,463 Richard G. Lindner 32,705 (6)(7) * 38,565 Jennifer H. Sampson — * 2,463 Peter L. Sefzik 41,572 * 16,037 Barbara R. Smith — * 12,634 Robert S. Taubman 14,685 * 44,198 Reginald M. Turner, Jr. 1,458 * 43,605 Nina G. Vaca (Ximena G. Humrichouse) — * 35,580 Michael G. Van de Ven 5,000 (8) * 14,409 Directors and current executive officers as a group (32 people) 247,350 (9)(10) * 2024 Proxy Statement 103 Comerica Incorporated 2024 Proxy Statement 104 Comerica Incorporated Name and Address
of Beneficial OwnerAmount and Nature of
Beneficial OwnershipPercent
of ClassBlackRock, Inc. and certain affiliates 11,823,218 (1) 9.0% State Street Corporation and certain affiliates State Street Financial Center
1 Congress Street, Suite 1
Boston, MA 021147,155,372 (2) 5.4% The Vanguard Group, Inc. 16,878,129 (3) 12.8% 2024 Proxy Statement 105 Comerica Incorporated Plan Category Number of
securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)Number of
securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a))
(c)Equity compensation plans approved by security holders(1)(2) Employee Options 2,083,007 $64.03 Employee SELTPP Units and RSUs 1,955,690 N/A Director RSUs 289,732 N/A 3,676,526 (3) Employee Stock Purchase Plan 4,876,955 Equity compensation plans not approved by security holders(4) Deferred Compensation Plans 163,936 N/A — Total 4,492,365 (5) $64.03 8,553,481 2024 Proxy Statement 106 Comerica Incorporated 2024 Proxy Statement 107 Comerica Incorporated Comerica'sComerica’s bylaws can be obtained by making a written request to the Corporate Secretary. Comerica will disclose changes to dates described above, if any, in a quarterly report on Form 10-Q or another report it files with the SEC.2024 Proxy Statement 108 Comerica Incorporated 2020,2023, as filed with the Securities and Exchange Commission, may be obtained without charge upon written request to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404,6506, Dallas, Texas 75201. You should not regard the 20202023 Annual Report as proxy soliciting material.
Shareholder ListTableContents
shareholders of record will be available upon request for the ten days prior to the Annual Meeting through an electronic network site that you can gain access to by contacting InvestorRelations@comerica.com.2024 Proxy Statement 109 Comerica Incorporated 2024 Proxy Statement 110 Comerica Incorporated 2024 Proxy Statement 111 Comerica Incorporated Company'sCompany’s businesses and increases in Company shareholder value. "“Affiliate"” means a company or other entity controlled by, controlling or under common control with the Company. "“Applicable Exchange"” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock. "“Award"” means a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Cash Award granted pursuant to the terms of this Plan. "“Award Agreement"” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. "“Board"” means the board of directors of the Company. "“Business Combination"” has the meaning set forth in Section 10(e)(iii). "“Cash Award"” means an Award granted under Section 8 of the Plan. "“Cause"” means, unless otherwise provided in an Award Agreement, (i) "Cause"“Cause” as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which a Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no Individual Agreement, if it does not define Cause or if a Change in Control has not occurred prior to the date of Termination of Service: (A) conviction of, or plea of guilty 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'sParticipant’s employment duties, (D) a material violation of the Company'sCompany’s ethics and compliance program or (E) prior to a Change in Control, such other events as shall be determined by the Committee. Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether "Cause"“Cause” exists shall be subject to de novo review. "“Change in Control"” has the meaning set forth in Section 10(e). "“Code"” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code. "“Committee"” means the Committee referred to in Section 2. "“Common Stock"” means common stock, $5.00 par value per share, of the Company. "“Company"” means Comerica Incorporated, a Delaware corporation, or its successor. "“Corporate Transaction"” has the meaning set forth in Section 3(e). "“Delegate"” has the meaning set forth in Section 2(d). "“Disability"” means, for Eligible Individuals other than non-employee directors, unless otherwise provided in an Award Agreement, permanent and total disability as determined under the Company'sCompany’s Long-Term Disability Plan applicable to the Participant; provided that, in any case, for an Award that is subject to Section 409A of the Code, "Disability"“Disability” means "disability"“disability” as defined in Section 409(a)409A(a)(2)(C) of the Code.2024 Proxy Statement A-1 Comerica Incorporated "“Disaffiliation"” means a Subsidiary'sSubsidiary’s or an Affiliate'sAffiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates. "“Effective Date"” has the meaning set forth in Section 12(a). "“Eligible Individuals"” means officers, employees, non-employee directors and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective officers, employees, non-employee directors and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates. "“Exchange Act"” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. "“Fair Market Value"” means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the 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. "“Full-Value Award"” means any Award other than a Stock Option, Stock Appreciation Right or Cash Award. "“Good Reason"” means, unless otherwise provided in an Award Agreement, (i) "Good Reason"“Good Reason” as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which the Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no such Individual Agreement or if it does not define Good Reason, the occurrence of any of the following without a Participant'sParticipant’s consent: (A) a material reduction in the Participant'sParticipant’s annual base salary or target short-term incentive compensation opportunity, in each case, from that in effect immediately prior to the Change in Control; or (B) a mandatory relocation of the Participant'sParticipant’s principal location of employment to a location that is more than fifty (50) miles from his or her principal employment location immediately prior to the Change in Control and increases the distance between such Participant'sParticipant’s home and principal employment location. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (B) within ninety (90) days following the Participant'sParticipant’s knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the "“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'sParticipant’s mental or physical incapacity following the occurrence of an event described above in clauses (A) through (B) shall not affect the Participant'sParticipant’s ability to terminate employment for Good Reason. "“Grant Date"” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award, or (ii) such later date as the Committee shall provide in such resolution. "“Incentive Stock Option"” means any Stock Option designated in the applicable Award Agreement as an "incentive“incentive stock option"option” within the meaning of Section 422 of the Code, and that in fact so qualifies. "“Incumbent Board"” has the meaning set forth in Section 10(e)(ii). "“Indemnified Person"” has the meaning set forth in Section 13(k). "“Individual Agreement"” means, solely with respect to periods on or after a Change in Control, a change in control, severance or salary continuation agreement between a Participant and the Company or one of its Subsidiaries or Affiliates, which, for the avoidance of doubt, does not include any arrangement providing for similar benefits under a plan or policy. "“Nonqualified Stock Option"” means any Stock Option that is not an Incentive Stock Option. "“Other Stock-Based Award"” means Awards granted to a Participant under Section 9 of this Plan. "“Outstanding Company Common Stock"” has the meaning set forth in Section 10(e)(i). "“Outstanding Company Voting Securities"” has the meaning set forth in Section 10(e)(i). "“Participant"” means an Eligible Individual to whom an Award is or has been granted.2024 Proxy Statement A-2 Comerica Incorporated "“Performance Goals"” means the performance goals established by the Committee in connection with the grant of an Award. Such goals shall be based on the attainment of specified levels of one or more of the following measures: (a) earnings per share (including variations thereof, such as diluted earnings per share, earnings per common share or diluted earnings per common share), (b) return measures (including, but not limited to, return on assets, average assets, equity, common equity or sales or shareholder payout ratio), (c) income measures (before or after taxes, including, but not limited to, net income, net interest income and noninterest income), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner'sowner’s equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica'sComerica’s Sustainability report, such as percentage reduction in paper consumption, water use, 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. "“Person"” has the meaning set forth in Section 10(e)(i). "“Plan"” means the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time. "“Prior Plans"” means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as amended to date, and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors, as amended to date. "“Replaced Award"” has the meaning set forth in Section 10(b). "“Replacement Award"” has the meaning set forth in Section 10(b). "“Restricted Stock"” means an Award granted under Section 6. "“Restricted Stock Unit"” has the meaning set forth in Section 7(a). "“Retirement"” means, as it pertains to officers and employees, except as otherwise provided by the Committee, retirement from active employment with the Company or any Affiliate on or after age 65 or after attainment of both age 55 and at least ten (10) years of service with the Company or its Affiliates (as reflected in the Company'sCompany’s records). "“Section 16(b)"” has the meaning set forth in Section 2(g). "“Section 409A CIC"” has the meaning set forth in Section 10(a). "“Separation from Service"” has the meaning set forth in Section 1(yy). "“Share"” means a share of Common Stock. "“Stock Appreciation Right"” means an Award granted under Section 5(b). "“Stock Option"” means an Award granted under Section 5(a). "“Subsidiary"” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. "“Term"” means the maximum period during which a Stock Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as specified in the applicable Award Agreement. "“Termination of Service"” means the termination of the applicable Participant'sParticipant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant'sParticipant’s employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service, and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall also be deemed to incur a Termination of Service if, as a result of a2024 Proxy Statement A-3 Comerica Incorporated "nonqualified“nonqualified deferred compensation plan"plan” subject to Section 409A of the Code, a Participant shall not be considered to have experienced a "Termination“Termination of Service"Service” unless the Participant has experienced a "separation“separation from service"service” within the meaning of Section 409A of the Code (a "“Separation from Service"”)."Committee"“Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing."blackout"“blackout” period that the Committee in its sole discretion deems necessary or advisable; Procedures.Procedures.
2024 Proxy Statement A-4 Comerica Incorporated Human ResourcesAdministrative 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.Participant'sParticipant’s acceptance of the applicable Award Agreement within the time period specified in the Award Agreement, unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12(d) hereof.("(“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).7,720,0009,785,000 Shares. Shares subject to an Award under this Plan may be authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise, at the sole discretion of the Committee.Participant'sParticipant’s ownership and delivery of such Shares) or the Company withholding Shares relating to such Award, the net number of Shares subject to the Award after payment of the tax withholding obligations shall be deemed to have been granted for purposes of the first sentence of Section 3(a). If the exercise price and/or tax withholding obligations relating to any Stock Option or Stock Appreciation Right are satisfied by delivering Shares (either actually or through a signed document affirming the Participant'sParticipant’s ownership and delivery of such Shares) or the Company withholding Shares relating to such Stock Option or Stock Appreciation Right, the gross number of Shares subject to the Stock Option or Stock Appreciation Right shall nonetheless be deemed to have been issued under this Plan.Company'sCompany’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a "“Corporate Transaction"”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares2024 Proxy Statement A-5 Comerica Incorporated Company'sCompany’s shareholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitation limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal, and (E) the exercise price of outstanding Awards."nonqualified“nonqualified deferred compensation"compensation” subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Section 3(e) to Awards that are not considered "nonqualified“nonqualified deferred compensation"compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards."repricing"“repricing” of such Stock Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company'sCompany’s shareholders. Further, except as provided in Section 3(e) hereof, the Committee may not, without prior approval of the Company'sCompany’s shareholders, seek to effect any repricing of any previously granted "underwater"“underwater” Stock Option or Stock Appreciation Right by repurchasing the underwater Stock Option or Stock Appreciation Right with cash. A Stock Option or Stock Appreciation Right shall be deemed to be "underwater"“underwater” at any time when the Fair Market Value of the Shares covered by such Stock Option or Stock Appreciation Right is less than the exercise price of the Stock Option or Stock Appreciation Right.2024 Proxy Statement A-6 Comerica Incorporated Date.Date.Participant'sParticipant’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"“holder” and "Participant"“Participant” include such guardian, legal representative and other transferee; provided, however, that the term "Termination“Termination of Service"Service” shall continue to refer to the Termination of Service of the original Participant.Participant'sParticipant’s Termination of Service on any Stock Option or Stock Appreciation Right then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Stock Option or Stock Appreciation Right. In no event shall a Stock Option or Stock Appreciation Right be exercisable after the expiration of its Term.2024 Proxy Statement A-7 Comerica Incorporated Shareholder.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.Participant'sParticipant’s Termination of Service on any Share of Restricted Stock then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Share of Restricted Stock."“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.2024 Proxy Statement A-8 Comerica Incorporated Participant'sParticipant’s Termination of Service on any Restricted Stock Unit then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Restricted Stock Unit."“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))."“Change in Control"” shall mean the happening of any of the following events:2024 Proxy Statement A-9 Comerica Incorporated "“Person"”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Company (the "“Outstanding Company Common Stock"”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "“Outstanding Company Voting Securities"”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(e); or"“Incumbent Board"”) cease for any reason to constitute at 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'sCompany’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board; or"“Business Combination"”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company'sCompany’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such"“Section 409A CIC"”); provided, however, that whether or not a Change in Control is a Section 409A CIC, such Change in Control shall result in the accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee."specified employee"“specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute "nonqualified“nonqualified deferred compensation"compensation” subject to Section 409A of the Code that would otherwise be payable by reason of a Participant'sParticipant’s Separation from Service during the six (6)-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant'sParticipant’s Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the designated beneficiary of the Participant pursuant to Section 13(f) hereof within thirty (30) days following the date of the Participant'sParticipant’s death.2024 Proxy Statement A-10 Comerica Incorporated Company'sCompany’s shareholders (such original version of the Plan, the "Prior“Original 2018 Plan”). The Original 2018 Plan" was subsequently amended and restated, through approval by the Committee and adoption by the Board on February 23, 2021, and it became effective on April 27, 2021, the date of approval by the Company’s shareholders (the “Prior 2018 Plan”). This current version of the Plan (the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan) was approved by the Committee on February 26, 2024 and adopted by the Board on February 23, 2021,27, 2024, subject to and contingent upon approval by the Company'sCompany’s shareholders. This Plan will be effective as of the date of such approval by the Company'sCompany’s shareholders (the "Effective Date"“Effective Date”). For the avoidance of doubt, if this Plan is not approved, the Prior 2018 Plan shall continue in effect.Participant'sParticipant’s consent, except such an amendment made to comply with applicable law, including Section 409A of the Code, ApplicableCompany'sCompany’s shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.Participant'sParticipant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, Applicable Exchange listing standards or accounting rules.Participant'sParticipant’s death are to be paid or by whom any rights of such Participant after such Participant'sParticipant’s death may be exercised.2024 Proxy Statement A-11 Comerica Incorporated "include," "includes"“include,” “includes” or "including"“including” are used in this Plan, they shall be deemed to be followed by the words "but“but not limited to"to” and the word "or"“or” shall be understood to mean "and/or"“and/or” where the context so requires.Company'sCompany’s recoupment (clawback) policy shall have no application to the Award (or the Shares, or payments received in respect of an Award) following a Change in Control."“Indemnified Person"”) shall have any liability to any person (including, without limitation, any Participant) for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any Award granted hereunder. The Company shall indemnify an Indemnified Person for all costs and expenses and, to the fullest extent permitted by applicable law and the Company'sCompany’s governing documents, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with the administration of this Plan and the Awards granted hereunder."unfunded"“unfunded” plan. Neither the Company nor the Committee shall have any obligation to segregate assets or establish a trust or other arrangements to meet the obligations created under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligation created by the Plan and the Award Agreement. No such obligation shall be deemed to be secured by any pledge or encumbrance on the property of the Company.2024 Proxy Statement A-12 Comerica Incorporated ContentsCOMERICA INCORPORATED 2021EMPLOYEE STOCK PURCHASE PLANpurposenon-GAAP financial measures used for incentive awards include MIP EPS, SELTPP ROCE and MIP efficiency ratio. Comerica believes that these measurements, as defined in Comerica’s compensation programs, align the interests of employees with the Comerica Incorporated 2021 Employee Stock Purchase Plan (the "Plan") isinterests of our shareholders in programs designed to provide employees of Comerica Incorporated, a Delaware corporation (the "Corporation"),attract, retain and its subsidiaries and affiliates, with an opportunitymotivate them to acquire a proprietary interestsustain our competitive advantages in the Corporation. The Plan provides all Eligible Employeesfinancial sector. See the optionCompensation Discussion and Analysis in this proxy statement for a description of why Comerica believes these adjusted measurements are meaningful and appropriate to purchase shares of Common Stock of the Corporation through voluntary systematic payroll deductions. The options provided to Employees under the Plan shallComerica's compensation programs. These disclosures should not 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 qualifyviewed 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 Plansubstitute for operating results determined in accordance with Article 4GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.(in millions, except per share data) MIP EPS: 2023 Net income attributable to common shareholders $ 854 Plus: FDIC special assessment (1) 109 Net BSBY cessation hedging losses (2) 88 Net charge-offs in lieu of provision expense for credit losses 67 Impact of 50% interest rate collar 22 Income tax impact of above items (66) MIP net income attributable to common shareholders $ 1,074 Diluted average common shares (in millions) 133 Diluted earnings per common share $ 6.44 MIP EPS $ 8.10 this Plan. Unless otherwise determined byDirectors’ November 2023 approval of a special assessment to recover the Board,loss to the Governance, CompensationDeposit Insurance Fund following the failures of Silicon Valley Bank and Nominating CommitteeSignature Bank.2024 Proxy Statement B-1 Comerica Incorporated (in millions, except per share data) MIP Efficiency Ratio: 2023 Net interest income $ 2,514 Plus: Impact of 50% interest rate collar 22 Net BSBY cessation hedging losses (3) MIP net interest income $ 2,533 Noninterest income 1,078 Plus: Net BSBY cessation hedging losses 91 MIP noninterest income $ 1,169 Noninterest expense 2,359 Less: FDIC special assessment (109) MIP noninterest expense $ 2,250 Net security gains 1 Visa Class B shares derivative contact (8) Efficiency ratio (1) 65.56 % MIP efficiency ratio (1) 60.65 % Board shall be the Committee.2.6 "Common Stock" means the common stocksum of the Corporation, par value $5.00 per share.2.7 "Contributions" shall mean all amounts creditednet interest income and noninterest income excluding net gains (losses) from securities, a derivative contract tied to the Accountconversion rate of a Participant pursuant to Section 5.3(e).2.8 "Effective Date" shall meanVisa Class B shares and changes in 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 classesshares obtained through monetization 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
(in millions, except per share data) SELTPP ROCE: 2023 2022 2021 Net income $ 881 $ 1,151 $ 1,168 Less: Preferred dividends (23) (23) (23) Net income for return on average common shareholders' equity 858 1,128 1,145 Plus: net charge-offs in lieu of provision expense for credit losses, net of tax 51 34 (288) Net income for SELTPP ROCE $ 909 $ 1,162 $ 857 Average common shareholders' equity 5,201 6,056 7,559 ROE 16.50 % 18.63 % 15.15 % SELTPP ROCE 17.48 % 19.18 % 11.34 % 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
2024 Proxy Statement B-2 Comerica Incorporated 
