COMERICA INC /NEW/ false 0000028412 0000028412 2020-02-25 2020-02-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2020

 

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-10706

 

38-1998421

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas 75201

(Address of principal executive offices) (zip code)

(214) 462-6831

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $5 par value

 

CMA

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Comerica Incorporated (“Comerica”) announced today that Executive Vice President, Treasurer and Interim Chief Financial Officer James J. Herzog has been named Executive Vice President and Chief Financial Officer of Comerica Incorporated and Comerica Bank, effective immediately. Upon his promotion, he ceased holding the title of Treasurer.

Mr. Herzog has held the role of Interim Chief Financial Officer since September 11, 2019, as reported in Comerica’s Form 8-K filed with the Securities and Exchange Commission on September 13, 2019, which is incorporated herein by reference.

In connection with his promotion, Comerica will increase Mr. Herzog’s base salary to $525,000 per year. Also in connection with his promotion, Mr. Herzog received equity grants valued at a total of approximately $476,000 as of the grant date of February 25, 2020. 65% of the equity award was allocated toward a target number of performance-based restricted stock units under the senior executive long-term performance program (“SELTPP”); 25% of the equity award was allocated toward restricted stock units, and 10% of the equity award was allocated toward stock options. All of the equity grants were made under Comerica’s 2018 Long-Term Incentive Plan. The target grant of SELTPP restricted stock units is subject to Comerica’s standard SELTPP agreement (2019 version). It will be eligible to vest based on Comerica’s average return on common equity excluding certain non-performance items (“ROCE”) over a three-year performance period (2020-2022), relative to a goal ROCE established toward the beginning of the performance period, with settlement occurring after the end of the performance period. The grant of restricted stock units is subject to Comerica’s standard employee non-cliff restricted stock unit agreement, with 50% of the shares vesting on the third anniversary of the grant date and 25% vesting on each of the fourth and fifth anniversaries of the grant date. The grant of stock options is subject to Comerica’s standard non-qualified stock option agreement, with the stock options vesting 25% per year over four years and having a term of 10 years. Additional information about Comerica’s executive compensation program can be found in its 2019 Proxy Statement.

Additionally, effective February 25, 2020, Mr. Herzog entered into Comerica’s standard Change of Control Employment Agreement, which is attached as Exhibit 10.18 to Comerica’s Form 10-K for the year ended December 31, 2019. The agreement is described on pages 64-65 of Comerica’s 2019 Proxy Statement under “Change of Control,” which description is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE.

On February 25, 2020, Comerica issued a press release regarding the appointment of Mr. Herzog as Executive Vice President and Chief Financial Officer and the related appointment of Stanislava Kostova as Executive Vice President and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

99.1

   

Press release dated February 25, 2020

         
 

104

   

The cover page from Comerica’s Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMERICA INCORPORATED

     

By:

 

/s/ John D. Buchanan

Name:

 

John D. Buchanan

Title:

 

Executive Vice President - Chief Legal Officer

Date: February 25, 2020

LOGO

Exhibit 99.1

Comerica Incorporated Names

James J. Herzog Executive Vice President and Chief Financial Officer

Stanislava Kostova Named Executive Vice President and Treasurer

DALLAS, Feb. 25, 2020 – Comerica Incorporated (NYSE: CMA) today announced that James J. Herzog, Executive Vice President and Treasurer, will be named Executive Vice President and Chief Financial Officer (CFO), effective today, Feb. 25, 2020. Herzog, who has been serving as the interim CFO since September 2019, will report to Curt Farmer, Chairman, President and Chief Executive Officer. Additionally, Stanislava “Stasie” Kostova, Senior Vice President and Assistant Treasurer, has been named Executive Vice President and Treasurer, effective today. Kostova will report to Herzog.

“Jim has done an outstanding job as interim CFO and has brought great value to the Finance team,” said Farmer. “His strong leadership and breadth of knowledge about Comerica and finance provides him with the deep foundation needed to be a balanced thought partner on a wide range of financial and non-financial decisions.”

Prior to being named CFO, Herzog served as Treasurer and was responsible for managing the various components of Comerica’s balance sheet, insurable risks, interbank trading, capital planning and special finance projects. Herzog joined Comerica in 1984 and has held numerous Finance positions of increasing scope and responsibility, focusing on forecasting and planning, pricing, economic capital and reviews of strategic business lines.

He holds bachelor’s and master’s degrees from Oakland University, and is a Certified Management Accountant.

Kostova joined Comerica in 2007 as Senior Vice President, Director of Market Risk. In 2009, she was appointed Director of Capital Management and Liquidity Risk Management, and in 2014, she was promoted to manage Comerica’s Investment Securities Portfolio, Funding Strategy Execution, Liquidity Risk Management, Funds Transfer Pricing and Net Interest Income Analysis. In 2017, she also assumed responsibility for Asset/Liability Management, and was named Assistant Treasurer in 2018.

Kostova earned a bachelor’s degree in International Business from the University of National and World Economy in Sofia, Bulgaria, and a master’s degree in Business Administration from the University of Akron. She is a Chartered Financial Analyst (CFA). She currently serves as the Vice President of the North American Asset Liability Management Association and is a member of the Dallas Chartered Financial Analysts Society.

“Stasie’s extensive experience and proven track record of success and strong leadership make her the ideal candidate to assume the role of Treasurer,” said Herzog.

Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Business Bank, The Retail Bank, and Wealth Management. Comerica focuses on relationships, and helping people and businesses be successful. In addition to Texas, Comerica Bank locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico. Comerica reported total assets of $73 billion at Dec. 31, 2019, and celebrated its 170th anniversary in August 2019.

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Media Contact:    Investor Contact:
Louis Mora    Darlene Persons
(214) 462-6669    (214) 462-6831