XML 105 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
($)
(d)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)
(e)
Value of Initial Fixed $100 Investment Based On:
Year
(a)
Summary
Compensation
Table Total for PEO(1)
($)
(b)
Compensation
Actually Paid
to PEO(2)
($)
(c)
Total
Shareholder
Return(5)
($)
(f)
Peer Group
Total Shareholder
Return(5)
($)
(g)
Net Income
(in millions)(6)
($)
(h)

MIP EPS(7)
($)
(i)
20248,864,0419,955,1503,043,397 3,283,151 111 133 698 5.63 
20237,719,6744,959,7782,336,933 1,510,555 95 97 881 8.10 
20228,733,3647,563,9162,734,143 1,891,070 107 98 1,151 6.83 
20217,696,09411,609,0762,477,730 3,431,583 134 124 1,168 6.12 
20205,014,0991,865,9971,892,565 1,817,386 83 90 497 5.14 
        
Company Selected Measure Name "MIP EPS" measures absolute performance for one-year EPS excluding non-performance items, uses net-charge-offs in lieu of provision expense for credit losses and applies an interest rate collar of 50%. Please see "Compensation Discussion and Analysis" for more information about this calculation.        
Named Executive Officers, Footnote The dollar amounts reported in this column represent the amounts of total compensation reported for Mr. Farmer (our principal executive officer, or "PEO") for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table.”The dollar amounts reported in this column represent the average of the amounts reported for Comerica's NEOs as a group (excluding Mr. Farmer, who has served as our PEO since April 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Farmer) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Mr. Herzog, Mr. Sefzik, Ms. Crespi and Mr. Goldman (ii) for 2023, Mr. Herzog, Mr. Sefzik, Ms. Crespi and Ms. Burkhart; (iii) for 2022, Mr. Herzog, Mr. Sefzik, Mr. Oberg, Mr. Buchanan and Ms. Crespi; (iv) for 2021, Mr. Herzog, Mr. Buchanan, Mr. Sefzik and Mr. Oberg; and (v) for 2020, Mr. Herzog, Mr. Carr, Mr. Buchanan and Ms. Crespi.        
Peer Group Issuers, Footnote Total Shareholder Return ("TSR") is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last fiscal day in 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the KBW Bank Index for each year disclosed in the table.        
PEO Total Compensation Amount $ 8,864,041 $ 7,719,674 $ 8,733,364 $ 7,696,094 $ 5,014,099
PEO Actually Paid Compensation Amount $ 9,955,150 4,959,778 7,563,916 11,609,076 1,865,997
Adjustment To PEO Compensation, Footnote The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Farmer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Farmer during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Farmer’s total compensation as reported in the Summary Compensation Table for each year to determine the "compensation actually paid":
YearReported Summary
Compensation
Table Total for PEO
($)
Subtract:
Reported Value of
Equity Awards(a)
($)
Add:
Equity Award
Adjustments(b)
($)
Subtract:
Reported Change in
the Actuarial
Present Value of
Pension Benefits(c)
($)
Add:
Pension Benefit
Adjustments(d)
($)
Compensation
Actually Paid to
PEO
($)
20248,864,041 5,329,350 6,497,226 200,036 123,269 9,955,150 
20237,719,674 5,093,202 2,475,769 308,280 165,817 4,959,778 
20228,733,364 4,281,205 3,162,544 187,153 136,366 7,563,916 
20217,696,094 3,805,582 7,734,030 114,858 99,392 11,609,076 
20205,014,099 3,188,716 149,175 158,455 49,894 1,865,997 
(a)The amounts included in this column represent the grant date fair value of equity awards, calculated as the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the 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, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair 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:
YearYear 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
($)
20245,991,677 878,442 — (372,893)— — 6,497,226 
20233,876,155 (1,634,844)— 234,458 — — 2,475,769 
20223,749,103 (624,360)— 37,801 — — 3,162,544 
20215,603,372 1,999,322 — 131,336 — — 7,734,030 
20202,635,946 (2,065,535)— (421,236)— — 149,175 
(c)The amounts included in this column are the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the applicable year.
(d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Farmer during the applicable year (the “Service Cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that is attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “Prior Service Cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
YearService Cost
($)		Prior Service Cost
($)		Total Pension Benefit Adjustment
($)
2024123,269 — 123,269 
2023165,817 — 165,817 
2022136,366 — 136,366 
202195,950 3,442 99,392 
202049,894 — 49,894 
        
Non-PEO NEO Average Total Compensation Amount $ 3,043,397 2,336,933 2,734,143 2,477,730 1,892,565
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,283,151 1,510,555 1,891,070 3,431,583 1,817,386
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Farmer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Farmer) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Farmer) as reported in the Summary Compensation Tables for each year to determine the "compensation actually paid," using the same methodology described above in Note 2.
YearAverage Reported
 Summary
Compensation
Table Total for
Non-PEO NEOs
($)
Subtract:
Average Reported
Value of Equity
Awards
($)
Add:
Average Equity
Award
Adjustments(a)
($)
Subtract:
Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits(b)
($)
Add:
Average Pension
Benefit
Adjustments(c)
($)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
20243,043,397 1,192,748 1,442,571 54,688 44,619 3,283,151 
20232,336,933 1,056,868 376,960 210,819 64,349 1,510,555 
20222,734,143 899,126 18,834 23,937 61,156 1,891,070 
20212,477,730 911,371 1,800,780 27,476 91,920 3,431,583 
20201,892,565 799,843 841,834 130,925 13,755 1,817,386 
(a)The amounts deducted or added in calculating the total average equity award adjustments are as set forth below. See Note 3 for the names of non-PEO NEOs included in the calculation for each fiscal year.
YearAverage 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
($)
20241,340,983 169,832 — (68,244)— — 1,442,571 
2023804,325 (355,066)— (72,299)— — 376,960 
2022651,661 (184,686)— 14,219 (462,360)— 18,834 
20211,341,915 421,124 — 37,741 — — 1,800,780 
20201,139,640 (208,030)— (89,776)— — 841,834 
(b)The amounts included in this column are the average amounts reported for non-PEO NEOs in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table during each fiscal year. Pursuant to SEC rules, averages include negative changes reflected as "0". See Note 3 for the names of non-PEO NEOs included in the calculation for each fiscal year.
(c)The average amounts deducted or added in calculating the total pension benefit adjustments are as set forth below. See Note 3 for the names of non-PEO NEOs included in the calculation for each fiscal year.
YearAverage Service Cost
($)		Average Prior Service Cost
($)		Average Total Pension Benefit
Adjustment
($)
202444,619 — 44,619 
202364,349 — 64,349 
202261,156 — 61,156 
202151,737 40,183 91,920 
202013,755 — 13,755 
        
Compensation Actually Paid vs. Total Shareholder Return
As demonstrated by the following graph, the amount of "compensation actually paid" to Mr. Farmer and the average amount of "compensation actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) are aligned with Comerica’s cumulative TSR over the five years presented in the table. "Compensation actually paid" is aligned with cumulative TSR over the period because a significant portion of the "compensation actually paid" to Mr. Farmer and to the other NEOs is comprised of equity awards. As described in more detail in the section “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 RSUs, performance-based SELTPP units and stock options.
"COMPENSATION ACTUALLY PAID" VS. COMPANY TSR
1839
¢PEO¢Average for Non-PEO NEOs
 02 PRO013399_icons_Legend3.jpg
TSR
        
Compensation Actually Paid vs. Net Income
The following table represents the amount of "compensation actually paid" to Mr. Farmer and the average amount of "compensation actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) compared to Comerica’s net income over the five years presented. 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 AEI. "Compensation actually paid" is influenced by various factors including, but not limited to, share price volatility, performance metrics, timing of outstanding award vesting and new equity grants.
"COMPENSATION ACTUALLY PAID " VS. NET INCOME
2711
¢PEO¢Average for Non-PEO NEOs
 02 PRO013399_icons_Legend3.jpg
Net Income
        
Compensation Actually Paid vs. Company Selected Measure
The following table represents the amount of "compensation actually paid" to Mr. Farmer and the average amount of "compensation actually paid" to Comerica’s NEOs as a group (excluding Mr. Farmer) as compared to Comerica’s MIP EPS over the five years presented. While Comerica uses numerous financial and non-financial performance measures for the purpose of evaluating performance for Comerica’s compensation programs, Comerica has determined that MIP EPS is the financial performance measure that best aligns compensation actually paid to its NEOs, for the most recently completed fiscal year, to Comerica performance. Comerica utilizes MIP EPS when setting goals for the AEI. As described in more detail in the section “Compensation Discussion and Analysis,” Comerica aims for approximately 21% of the value of total compensation awarded to the NEOs to consist of amounts determined under the AEI and approximately 65% of the value of total compensation awarded to the NEOs to be comprised of equity awards, including RSUs, performance-based SELTPP units and stock options. "Compensation actually paid" is influenced by various factors including, but not limited to, share price volatility, performance metrics, timing of outstanding award vesting and new equity grants.
"COMPENSATION ACTUALLY PAID" VS. MIP EPS
3983
¢PEO¢Average for Non-PEO NEOs
 02 PRO013399_icons_Legend3.jpg
MIP EPS
        
Total Shareholder Return Vs Peer Group
As demonstrated by the following graph, Comerica’s cumulative TSR over the five-year period presented in the table was 11%, while the cumulative common stock TSR of Comerica's peer group presented for this purpose, the KBW Bank Index, was 33% over the same five-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 Governance, Compensation and Nominating Committee considers when determining compensation, refer to “Compensation Discussion and Analysis.”
COMPANY TSR VS. PEER GROUP TSR
4589
        
Tabular List, Table
As described in greater detail in “Compensation Discussion and Analysis,” Comerica’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by Comerica to link executive compensation actually paid to Comerica’s NEOs, for the most recently completed fiscal year, to Comerica’s performance are as follows:
•MIP EPS
•MIP Efficiency Ratio
•SELTPP ROCE
•ROCE
•Strategic Initiatives
•Relative TSR (the Company’s TSR as compared to a peer group established by the Governance, Compensation and Nominating Committee)
        
Total Shareholder Return Amount $ 111 95 107 134 83
Peer Group Total Shareholder Return Amount 133 97 98 124 90
Net Income (Loss) $ 698,000,000 $ 881,000,000 $ 1,151,000,000 $ 1,168,000,000 $ 497,000,000
Company Selected Measure Amount | $ / shares 5.63 8.10 6.83 6.12 5.14
PEO Name Mr. Farmer        
Additional 402(v) Disclosure The dollar amounts reported represent the amount of net income reflected in Comerica’s audited financial statements for the applicable year.        
Measure:: 1          
Pay vs Performance Disclosure          
Name MIP EPS        
Non-GAAP Measure Description "MIP EPS" measures absolute performance for one-year EPS excluding non-performance items, uses net-charge-offs in lieu of provision expense for credit losses and applies an interest rate collar of 50%. Please see "Compensation Discussion and Analysis" for more information about this calculation.        
Measure:: 2          
Pay vs Performance Disclosure          
Name MIP Efficiency Ratio        
Non-GAAP Measure Description "MIP Efficiency Ratio"* measures absolute performance for one-year efficiency ratio excluding non-performance items, applies an interest rate collar of 50% and excludes the impact of any loss of hedge accounting treatment (all on a pre-tax basis).        
Measure:: 3          
Pay vs Performance Disclosure          
Name SELTPP ROCE        
Non-GAAP Measure Description "SELTPP ROCE"* measures Comerica's average return on common equity ("ROCE") by utilizing net charge-offs instead of provision expense for credit losses from the return metric, and, for the plan issued in 2024, excludes accumulated other comprehensive income from common equity. One-year computations are completed and averaged over the three-year performance period to determine SELTPP ROCE over a three-year period.        
Measure:: 4          
Pay vs Performance Disclosure          
Name ROCE        
Measure:: 5          
Pay vs Performance Disclosure          
Name Strategic Initiatives        
Measure:: 6          
Pay vs Performance Disclosure          
Name Relative TSR (the Company’s TSR as compared to a peer group established by the Governance, Compensation and Nominating Committee)        
Non-GAAP Measure Description Total Shareholder Return ("TSR") is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last fiscal day in 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the KBW Bank Index for each year disclosed in the table.        
PEO | Adjustment, Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 5,329,350 $ 5,093,202 $ 4,281,205 $ 3,805,582 $ 3,188,716
PEO | Adjustment, Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,497,226 2,475,769 3,162,544 7,734,030 149,175
PEO | Adjustment, Reported Change In The Actuarial Present Value of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 200,036 308,280 187,153 114,858 158,455
PEO | Adjustment, Pension Benefit [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 123,269 165,817 136,366 99,392 49,894
PEO | Equity Awards Granted During the Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 5,991,677 3,876,155 3,749,103 5,603,372 2,635,946
PEO | Change in Fair Value of Equity Awards Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 878,442 (1,634,844) (624,360) 1,999,322 (2,065,535)
PEO | Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
PEO | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (372,893) 234,458 37,801 131,336 (421,236)
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
PEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
PEO | Pension Benefit, Service Cost Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Pension Benefit 123,269 165,817 136,366 95,950 49,894
PEO | Pension Benefit, Prior Service Cost Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Pension Benefit 0 0 0 3,442 0
Non-PEO NEO | Adjustment, Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,192,748 1,056,868 899,126 911,371 799,843
Non-PEO NEO | Adjustment, Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,442,571 376,960 18,834 1,800,780 841,834
Non-PEO NEO | Adjustment, Reported Change In The Actuarial Present Value of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 54,688 210,819 23,937 27,476 130,925
Non-PEO NEO | Adjustment, Pension Benefit [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 44,619 64,349 61,156 91,920 13,755
Non-PEO NEO | Equity Awards Granted During the Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 1,340,983 804,325 651,661 1,341,915 1,139,640
Non-PEO NEO | Change in Fair Value of Equity Awards Outstanding and Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 169,832 (355,066) (184,686) 421,124 (208,030)
Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (68,244) (72,299) 14,219 37,741 (89,776)
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 (462,360) 0 0
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 0
Non-PEO NEO | Pension Benefit, Service Cost Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Pension Benefit 44,619 64,349 61,156 51,737 13,755
Non-PEO NEO | Pension Benefit, Prior Service Cost Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Pension Benefit $ 0 $ 0 $ 0 $ 40,183 $ 0