Proxy Statement (Form DEF 14A)

		Lead Independent Director Letter to our Shareholders

To my Fellow Shareholders,

It is with great pride that I invite you to join us at the Fifth Third Bancorp 2025 Annual Shareholders Meeting, which will be held virtually on Tuesday, April 15, 2025. I'm pleased to have served the Board once again this year as Lead Independent Director.

In 2024, our Board maintained a focus on ensuring that Fifth Third delivers consistently strong results for our shareholders. The Board remained committed to the core principals of stability, profitability, and growth. Our balance sheet reflects stability through a diversified loan portfolio that is resilient to changes in the interest rate environment. We've achieved top-quartile profitability through well-diversified revenue streams and expense discipline. We continue to execute on our growth strategies, as evident in our Southeast expansion, middle market expansion, Commercial payments investment, increase in Wealth and Asset Management sales force, and technology modernization initiatives. With a strong and collaborative management team in place, the Board will continue to focus on a strategy that yields long-term growth and shareholder value.

This year, three of our esteemed and long-serving directors will retire. Marsha Williams joined our Board in 2008. Her contributions to our Board and our Company are innumerable. Having served as Lead Independent Director, she leaves the Board with a legacy of collegiality, consensus-building, and reasoned decision-making. Emerson Brumback joined our Board in 2009 after a successful career in the banking industry. Throughout his tenure as Audit Committee Chair and later as Risk and Compliance Committee Chair, Mr. Brumback demonstrated invaluable risk and operational expertise through varying economic cycles. Mike McCallister joined our Board in 2011 after a successful career at Humana, serving as its Chair, CEO, and President. Drawing on his experience as a public company CEO, he has provided a unique perspective on corporate transactions and chaired our Human Capital and Compensation Committee for several years with steady and thoughtful leadership. We wish Marsha, Emerson, and Mike the best in their retirements and remain most grateful for their extraordinary contributions to our Board and our Company. We believe our recent and continuing succession planning efforts have positioned the Board to maintain the appropriate expertise and experience to ensure our continued high level of effectiveness. We will continue to engage in succession planning initiatives into 2025 and beyond. Following the retirements of Ms. Williams and Messrs. Brumback and Heminger, our Board has voted to reduce its size to 13 members.

We look forward to the opportunities 2025 offers. Indeed, it is an exciting time for Fifth Third, and we look forward to continuing to serve you, our shareholders.

Regards,

Notice of 2025 Annual Meeting of Shareholders

To: Holders of Outstanding Common Stock and 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A

Items of Business:

Even if you plan to attend the virtual meeting, please vote at your earliest convenience by signing and returning the proxy card you receive or by voting over the internet or by telephone.

If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting us, toll-free at 1-800-870-0653.

Proxy Statement Highlights

This highlights section does not contain all the information that you should consider before voting. Please read this entire Proxy Statement carefully. For more information on our 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024, a copy of which is available at ir.53.com.

Voting matters and Board recommendations:

Casting your vote:

PROXY STATEMENT HIGHLIGHTS

Attending the Annual Meeting:

PROXY STATEMENT HIGHLIGHTS

PROXY STATEMENT HIGHLIGHTS

Corporate Performance Highlights

PROXY STATEMENT HIGHLIGHTS

Board of Directors Highlights

2025 Director Nominee Overview

PROXY STATEMENT HIGHLIGHTS

PROXY STATEMENT HIGHLIGHTS

Board Governance Overview

Fifth Third's Board of Directors is committed to strong and effective governance and oversight. Annually, the Board reviews and enhances, as necessary, its practices related to Board independence, Board accountability, and Board effectiveness. Below are some highlights of our Board governance program.

Board Accountability

PROXY STATEMENT HIGHLIGHTS

Voting Power

There are currently 668,098,917 outstanding shares of Fifth Third Common Stock and each share is entitled to one vote on all proposals at the meeting. In addition, there are 200,000 outstanding shares of Series A, Class B Preferred Stock (represented by approximately 8,000,000 depositary shares). Each share of Series A, Class B Preferred Stock has 24 votes per share on all proposals at the meeting. The total voting power of all outstanding shares of Series A, Class B Preferred Stock is equal to 4,800,000 votes of our Common Stock, or less than one percent of the total voting power of our outstanding Common Stock.

PROXY STATEMENT HIGHLIGHTS

Executive Compensation Highlights

Our Named Executive Officers have more than 50% or more of their target total compensation delivered in the form of long-term, equity-based compensation.

2024 Total Compensation Pay Mix⁽¹⁾

PROXY STATEMENT HIGHLIGHTS

Our compensation program incorporates best practices in governance and executive compensation, including the following:

Sustainability Performance

Fifth Third had five 2024 sustainability priorities: strengthening our communities, promoting inclusion and diversity, addressing climate change, delivering our commitment to employees, and keeping the customer at the center. These priorities have been incorporated in senior executive goal-planning as well as the 2024 variable compensation plan for executives and employees. We continue to see progress in the initiatives aligned to each priority. In 2024, Fifth Third continued lending, investment, and philanthropy initiatives as part of the Neighborhood Investment Program and supported additional community development through lending and investment. Our employees committed 110,000 hours to community service in 2024. We continued progress on our sustainability finance goals and our sustainability performance remained in the top quartile among peers. We maintained our focus on our values and enhanced the alignment of our work culture and future success. We continued our focus on the customer, making more than 13 million customer outreach calls in 2024 and have increased consumer checking customers. Our customers are utilizing our consumer-driven products, including Extra Time and Early Pay products. 

Election of Directors (Item 1 on Proxy Card)

In accordance with our Regulations, directors are each elected annually to a one-year term expiring at the next Annual Meeting of Shareholders. The terms of our current directors expire at the Annual Meeting on April 15, 2025. Thirteen of our current directors have been nominated to be elected to serve until the Annual Meeting of Shareholders in 2026.

Process for Director Nominations

Director candidates are nominated by the Nominating and Corporate Governance Committee. Pursuant to its Charter, the Nominating and Corporate Governance Committee annually reviews the current composition of the Board, taking into consideration director skills, expertise, background, and experience, the current and emerging needs of our business, and feedback from directors in the Board's robust self-evaluation process. In addition, the Nominating and Corporate Governance Committee reviews the background and skills of director candidates based on the needs of the Company and the Board. Candidates are reviewed by the Nominating and Corporate Governance Committee and the Board of Directors prior to nomination or appointment to the Board.

Our Corporate Governance Guidelines provide that shareholders may propose nominees to the Nominating and Corporate Governance Committee by submitting the names and qualifications of such persons to the Nominating and Corporate Governance Committee no later than December 31 of each year. Submissions are to be addressed to the Nominating and Corporate Governance Committee at our executive offices and will be forwarded to the Committee. The Nominating and Corporate Governance Committee will then evaluate the possible nominee using the criteria provided in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee Charter, and other relevant corporate governance disclosures and will consider such person in comparison to all other candidates. The Nominating and Corporate Governance Committee is not obligated to nominate any such individual for election. No such shareholder nominations have been received by Fifth Third for this Annual Meeting. Shareholders may also nominate candidates directly for election by following the procedures in our Code of Regulations. These are summarized in the "2026 Shareholder Proposals" section of this Proxy Statement.

Pursuant to applicable law and our Regulations, any vacancies that occur after the directors are elected may be filled by the Board of Directors for the remainder of the full term of the vacant directorship or the Board may elect not to fill the vacancy and to reduce the size of the Board. There is no family relationship between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any directors are elected or officers are appointed.

ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee reviewed the qualifications of each nominee for election as director and found that each possesses strong personal and professional ethics and integrity and each is committed to representing the interests of Fifth Third and our shareholders. In addition, as a group, the skills, expertise, and experience of our nominees are well-suited to address the current and emerging needs of our business and to achieve our strategic goals. Our Board of Directors believes that each of our director nominees has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. Therefore, the Nominating and Corporate Governance Committee has nominated the following thirteen (13) persons for election as directors: Nicholas K. Akins, B. Evan Bayh, III, Jorge L. Benitez, Katherine B. Blackburn, Linda W. Clement-Holmes, C. Bryan Daniels, Laurent Desmangles, Mitchell S. Feiger, Thomas H. Harvey, Gary R. Heminger, Eileen A. Mallesch, Kathleen A. Rogers, and Timothy N. Spence. All nominees are current directors of Fifth Third Bancorp. Our Board of Directors has determined that all nominees are considered independent under applicable Nasdaq Global Select Market ("Nasdaq") standards, except for Mr. Spence.

ELECTION OF DIRECTORS

Director Nominee Overview

ELECTION OF DIRECTORS

Director Retirement Age Provision

Fifth Third's Corporate Governance Guidelines provide that a director should retire from the Board at the next annual meeting of shareholders at which the director's term expires that follows his or her 72^nd birthday. Upon recommendation from the Nominating and Corporate Governance Committee, the Board may waive this retirement age provision a maximum of three times per director after consideration of the following, among other factors: whether Fifth Third is undergoing significant transition periods in executive leadership, whether there has been an unexpected loss of directors, or whether such a director possesses a specific expertise relevant to the current or emerging business needs of Fifth Third, has unique and valuable industry-specific knowledge, or possesses some other attributes deemed essential by the Board or Nominating and Corporate Governance Committee.

Pursuant to our Corporate Governance Guidelines, Ms. Williams and Messrs. Brumback and McCallister will have met our retirement age prior to the 2025 Annual Meeting and, therefore, our Nominating and Corporate Governance Committee has not nominated Ms. Williams, Mr. Brumback, or Mr. McCallister for election to the Board in 2025. Ms. Williams joined the Board in 2008. She has served as both Board Chair and Lead Independent Director and has chaired several committees of the Board. Her significant experience in the financial services industry, extensive corporate governance expertise, and deep institutional knowledge have been an asset to the Board. Mr. Brumback joined the Board in 2009. His expertise in the financial services sector, highlighted by his risk and operational management skills, have been valuable to the Board throughout his tenure, highlighted by his leadership of the Audit Committee and later the Risk and Compliance Committee. Mr. McCallister joined our Board in 2011 and, drawing on his experience as a public company CEO, has provided a unique perspective on corporate transactions. He has led our Human Capital and Compensation Committee for several years through steady and thoughtful leadership. The Board of Directors extends its sincere appreciation for the many years of dedicated service of Ms. Williams and Messrs. Brumback and McCallister. Our recent and continuing succession planning efforts have positioned the Board well to address our current and anticipated business needs and ensure that the Board will continue to have sufficient experience, expertise, institutional knowledge, and skill sets to continue to maintain a high level of effectiveness. Accordingly, the Board has voted to reduce its size from 16 members to 13 members at the conclusion of the Annual Shareholders Meeting.

ELECTION OF DIRECTORS

Nominees for Election as Directors

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The amounts shown represent the total shares owned outright by such individuals together with stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2024 but unexercised and shares of common stock underlying outstanding restricted stock units. Specifically, Mr. Spence owned 293,229 stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2024. The amounts listed for stock appreciation rights represent the number of rights that may be exercised; the actual number of shares delivered will vary based on the stock's appreciation over the grant price at the time of exercise. The aggregate number of stock appreciation rights exercisable as of (or exercisable within 60 days of) December 31, 2024 but unexercised held by the executive officers who are not also directors or nominees is 567,989. Directors owned the following number of restricted stock units as of December 31, 2024 Nicholas K. Akins, 72,164; B. Evan Bayh III, 52,807; Jorge L. Benitez, 48,167; Katherine B. Blackburn, 58,337; Emerson L. Brumback, 52,807; Linda W. Clement-Holmes, 22,072; C. Bryan Daniels, 32,144; Laurent Demangles, 7,997; Mitchell S. Feiger, 22,167; Thomas H. Harvey, 31,563; Gary R. Heminger, 52,807; Eileen A. Mallesch, 46,090; Michael B. McCallister, 64,601; Kathleen A. Rogers, 7,997; Timothy N. Spence, 123,607; and Marsha C. Williams, 74,291. Some directors have deferred receipt of the common stock underlying certain of their restricted stock units: B. Evan Bayh III, 41,144; Jorge L. Benitez, 8,056; Linda W. Clement-Holmes, 3,779; C. Bryan Daniels, 17,327; Mitchell S. Feiger, 18,411; Thomas H. Harvey, 13,149; Gary R. Heminger, 32,828; Michael B. McCallister, 5,580; and Marsha C. Williams, 58,357. All directors and executive officers as a group own 1,337,553 restricted stock units. 613,460 of these restricted stock units are subject to vesting within 60 days of December 31, 2024.

ELECTION OF DIRECTORS

Director Skills Matrix

We believe each of our directors makes unique, valuable, and substantial contributions to the Board, both individually and as a collective group. The following matrix provides information regarding the director nominees, including certain types of knowledge, skills, and experience that the Board believes are relevant to our business and the achievement of our strategy. The type and degree of knowledge, skill, or experience below may vary among our directors. The matrix does not include all knowledge, skills, experience, or other attributes of our directors that may be relevant and valuable to their service on our Board; a director may possess other knowledge, skills, and experience not indicated in the matrix. The mix of knowledge, skill, experience, and attributes of our directors, collectively, lends itself to a highly collaborative and effective Board.

ELECTION OF DIRECTORS

Vote Required

(of our outstanding Common Stock and Series A, Class B Preferred Stock, voting together as a single class)

Our directors are elected by the holders of our outstanding Common Stock and Series A, Class B Preferred Stock, voting together as a single class. The holders of the Common Stock have one vote per share, and the holders of Preferred Stock have 24 votes per share. Under Ohio law, our Articles of Incorporation, and our Regulations, in an uncontested election of directors (i.e., an election where the number of candidates nominated for election to the Board of Directors equals the number of directors to be elected), each person receiving a greater number of votes "for" his or her election than votes "against" his or her election will be elected as a director.

We have also adopted provisions of our Corporate Governance Guidelines stating that in an uncontested election of directors, any nominee for director who receives a greater number of votes "against" his or her election than votes "for" his or her election will promptly tender his or her resignation to the Chair of the Board following certification of the shareholder vote. The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders' meeting at which the election occurred. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee will consider factors deemed relevant by the Committee members including, without limitation, the director's length of service, the director's particular qualifications and contributions to Fifth Third, the reasons underlying the majority "against" vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and the Corporate Governance Guidelines. The Board will act on the Nominating and Corporate Governance Committee's recommendation no later than 90 days following the date of the shareholders' meeting at which the election occurred. In considering the Nominating and Corporate Governance Committee's recommendation, the Board will evaluate the factors considered by the Nominating and Corporate Governance Committee and such additional information and factors the Board believes to be relevant.

If any nominee(s) shall be unable to serve, which is not now contemplated, the proxies will be voted for such substitute nominee(s) as the Nominating and Corporate Governance Committee of the Board of Directors recommends.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH

OF THE CANDIDATES FOR DIRECTOR NAMED ABOVE.

Board of Directors, Committees, Meetings, and Functions

Our Board of Directors met 10 times during 2024. Our Board of Directors also holds executive sessions of those members of the Board of Directors who meet the then-current standards of independence. In 2024, these sessions were led by Mr. Akins, who served as our Lead Independent Director.

No current member of our Board of Directors attended less than 75% of the aggregate number of meetings of the Board of Directors and all Committees on which such director served during 2024.

Neither the Board nor the Nominating and Corporate Governance Committee has implemented a formal policy regarding director attendance at the Annual Meeting; however, each director is expected to attend the Annual Meeting and the Board typically holds a Board meeting directly following the Annual Meeting. In 2024, all directors attended the Annual Meeting.

During 2024, there were six Committees of the Board of Directors, which assisted the Board in carrying out its responsibilities: Audit, Finance, Human Capital and Compensation, Nominating and Corporate Governance, Risk and Compliance, and Technology. Each Committee operates under a charter approved by the Board of Directors and reviewed annually by the respective Committee and the Board of Directors. The Board's Committees meet on a regular basis according to the requirements of their charters. Each Committee reports its activities, discussions, recommendations, and approvals to the Board at each regularly scheduled Board meeting. Committee leadership and membership is reviewed annually by the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee. Each Committee is comprised of only independent directors.

Committee Composition

= member

* = Serves as an ex-officio,non-votingmember

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS

Audit Committee

Our Audit Committee serves in a dual capacity as the Audit Committee of Fifth Third Bancorp and Fifth Third Bank, National Association and is comprised entirely of independent directors.

The Audit Committee's functions include:

Audit Committee members in 2024 were Eileen A. Mallesch (Chair), B. Evan Bayh, III, Jorge L. Benitez, Linda W. Clement-Holmes, C. Bryan Daniels, Gary R. Heminger, and Kathleen A. Rogers. Katherine B. Blackbuand Thomas H. Harvey also served on the Audit Committee in 2024.

All members of the Audit Committee met the independence standards of Rule 5605(a)(2) and the audit committee qualifications of Rule 5605(c)(2) of the Nasdaq listing standards. The Board of Directors has determined that Messes. Mallesch and Rogers and Mr. Heminger are audit committee financial experts and are independent as described in the preceding sentence. As Lead Independent Director, Mr. Akins serves as an ex-officio, non-voting member of the Audit Committee. The Board of Directors has adopted a written charter for the Audit Committee, which may be found in the Corporate Governance section of our website at www.53.com. The formal report of the Audit Committee with respect to the year 2024 is on page 83 herein.

Finance Committee

The Finance Committee serves in a dual capacity as the Finance Committee of Fifth Third Bancorp and Fifth Third Bank, National Association and is comprised entirely of independent directors.

The Finance Committee's functions include:

Finance Committee members for 2024 were Gary R. Heminger (Chair), Nicholas K. Akins, Jorge L. Benitez, Mitchell S. Feiger, Thomas H. Harvey, Michael B. McCallister, and Eileen A. Mallesch. Emerson L. Brumback also served on the Finance Committee in 2024.

The Board of Directors has adopted a Finance Committee charter which may be found in the Corporate Governance section of our website at www.53.com.

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS

Human Capital and Compensation Committee

Our Human Capital and Compensation Committee serves in a dual capacity as the Human Capital and Compensation Committee of Fifth Third Bancorp and Fifth Third Bank, National Association and is comprised entirely of independent directors.

The Human Capital and Compensation Committee's functions include:

Human Capital and Compensation Committee members for 2024 were Michael B. McCallister (Chair), Nicholas K. Akins, Jorge L. Benitez, Linda W. Clement-Holmes, Gary R. Heminger, and Marsha C. Williams. Emerson L. Brumback and Kathleen A. Rogers also served on the Human Capital and Compensation Committee in 2024.

The Board of Directors has adopted a Human Capital and Compensation Committee charter which may be found in the Corporate Governance section of our website at www.53.com. The formal report of the Human Capital and Compensation Committee with respect to 2024 compensation is on page 63 herein.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee serves in a dual capacity as the Nominating and Corporate Governance Committee of Fifth Third Bancorp and Fifth Third Bank, National Association and is comprised entirely of independent directors.

The Nominating and Corporate Governance Committee's functions include:

Nominating and Corporate Governance Committee members for 2024 were Thomas H. Harvey (Chair), Nicholas K. Akins, Katherine B. Blackburn, Laurent Desmangles, and Marsha C. Williams. B. Evan Bayh, III and Jorge L. Benitez also served on the Nominating and Corporate Governance Committee in 2024.

BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS

The Board of Directors has adopted a Nominating and Corporate Governance Committee charter which may be found in the Corporate Governance section of our website at www.53.com.

Risk and Compliance Committee

Our Risk and Compliance Committee serves in a dual capacity as the Risk and Compliance Committee of Fifth Third Bancorp and Fifth Third Bank, National Association and is comprised entirely of independent directors.

The Risk and Compliance Committee's functions include:

Risk and Compliance Committee members in 2024 were Mitchell S. Feiger (Chair), Katherine B. Blackburn, Emerson L. Brumback, C. Bryan Daniels, Laurent Desmangles, Thomas H. Harvey, Eileen A. Mallesch, and Kathleen A. Rogers. Nicholas K. Akins, Michael B. McCallister, and Marsha C. Williams also served on the Risk and Compliance Committee in 2024.

The Board of Directors has adopted a Risk and Compliance Committee charter which may be found in the Corporate Governance section of our website at www.53.com. As Lead Independent Director, Mr. Akins serves as an ex-officio, non-voting member of the Risk and Compliance Committee.

Technology Committee

Our Technology Committee serves in a dual capacity as the Technology Committee of Fifth Third Bancorp and Fifth Third Bank, National Association and is comprised entirely of independent directors.

The Technology Committee's functions include:

Technology Committee members in 2024 were Jorge L. Benitez (Chair), B. Evan Bayh, III, Linda W. Clement-Holmes, C. Bryan Daniels, Laurent Desmangles, Mitchell S. Feiger, and Thomas H. Harvey.

As Lead Independent Director, Mr. Akins serves as an ex-officio, non-voting member of the Technology Committee. The Board of Directors has adopted a Technology Committee charter which may be found in the Corporate Governance section of our website at www.53.com.

Corporate Governance

Board Performance Evaluations

The Board of Directors and the Nominating and Corporate Governance Committee annually review directors' skills and expertise to ensure the Board represents a broad skill set oriented to the historical and emerging needs of our business. The comprehensive evaluation process also seeks to enhance the Board's effectiveness through the identification of opportunities for improvement. Our evaluation tools include both written questionnaires and individual interviews with the Lead Independent Director. The evaluations focus on function, organization, practices, and performance of the Board and each Committee. The directors' anonymous responses and comments, along with feedback from the Lead Independent Director interviews, are analyzed by the Committee chairs, who identify specific opportunities for improvement. Management develops and implements action plans to address opportunities for improvement and provides updates to the Nominating and Corporate Governance Committee. In 2024, as a result of feedback received from our evaluation process, we strengthened our focus on line of business performance and progress on strategic initiatives and continued our commitment to provide education related to key issues and trends facing the Board, including topics identified by directors in their self-assessments. In addition, based on director comments, we maintained attention on near-term and long-term director succession planning at the Committee and Board levels, which included appointing Mr. Feiger as Chair of the Risk and Compliance Committee in April 2024.

The following is a timeline of the evaluation process:

Purpose, Scope, and Focus

Evaluation and Discussion

CORPORATE GOVERNANCE

Review and Analysis

Development and Implementation of Action Plans

CORPORATE GOVERNANCE

Board Leadership

The Board believes that our shareholders are best served by a Board that has the flexibility to establish a leadership structure that fits our needs at any point in time. Accordingly, under our Regulations and Corporate Governance Guidelines, the Board of Directors has the authority to combine or separate the positions of Chair and Chief Executive Officer as well as to determine whether, if the positions are separated, the Chair is an affiliated director or an independent director.

The Board's Chair is currently Mr. Spence, who is Fifth Third's President and Chief Executive Officer. Mr. Akins currently serves as the Lead Independent Director. The Board believes that this leadership structure is appropriate since Mr. Spence has experience as the Company's CEO, has a positive relationship with the Board and management, and has extensive knowledge of the Company and its business strategy and operations. The Board determined that Mr. Spence's leadership is effectively coupled with oversight from our strong Lead Independent Director, experienced Committee Chairs, and our other well-qualified directors, all of whom are independent. The Board believes this structure has allowed Fifth Third to grow and meet the challenges facing the industry and the expectations of our shareholders.

The Lead Independent Director is nominated by the Nominating and Corporate Governance Committee and annually elected by all independent directors. When nominating and electing a Lead Independent Director, our Board considers the factors on the following page, in addition to other factors relevant to the Board's oversight, Fifth Third's business and industry, and/or Company strategy. The Board believes Mr. Akins, in his role as Lead Independent Director, fulfills these criteria, as further described on the following page.

CORPORATE GOVERNANCE

From time to time, the Board may consider electing an independent Chair or combining the role of Chair and Chief Executive Officer and utilizing a Lead Independent Director. Such a decision will consider the composition of the Board at that time and the expertise, experience, and qualifications, as well as other factors, identified by the Board as necessary for candidates for Board leadership.

CORPORATE GOVERNANCE

Under our Regulations and Corporate Governance Guidelines, our Lead Independent Director duties include:

Leadership

Communication

Agendas

Special Meetings

Executive Sessions

Consultants

Board Composition

Corporate Governance Guidelines

CEO and Board Performance Evaluations

Culture

CORPORATE GOVERNANCE

Risk Management Oversight.An important role of the Board of Directors is to provide oversight to ensure an enterprise risk management program is implemented and operating effectively, including an appropriate enterprise risk management framework and related governance structure. The Bancorp establishes a risk appetite in alignment with its strategic, financial, and capital plans. The Bancorp's risk appetite is defined using quantitative metrics and qualitative statements to ensure prudent risk taking and drive balanced decision making. The Bancorp's goal is to ensure that aggregate residual risks do not exceed the Bancorp's risk appetite, and that risks taken are supportive of the Bancorp's portfolio diversification and profitability objectives. The Board and executive management approve the risk appetite, which is considered in the development of business strategies. Through their oversight role, directors also ensure that the risk management processes defined in the framework are functioning as intended. The Board also considers the optimal organizational structure at both the Board and management levels. This may include delegating responsibility through Board committees, management committees, the Chief Executive Officer, and the Chief Risk Officer.

The Board's risk oversight responsibility is primarily carried out through its standing Committees, as follows:

The Risk and Compliance Committee currently consists of independent directors and has responsibility for the oversight of risk management, including credit, interest rate, liquidity, price, operational, legal and regulatory compliance, reputational, and strategic risks. The Risk and Compliance Committee also has responsibility to ensure that risks are properly controlled and quantified and are within our risk appetite. The Chief Risk Officer has a direct reporting relationship to the Chief Executive Officer and the Risk and Compliance Committee.

CORPORATE GOVERNANCE

The Chief Risk Officer has separate, regular executive sessions with the Risk and Compliance Committee without other members of management present. In addition, the Director of Credit Risk Review provides reporting and has direct access to the Risk and Compliance Committee.

The Bancorp's risk governance structure ensures proper oversight of risk across the Company and provides a path for escalation of risks and issues to management and Board-level Committees to drive effective risk decisioning. The Risk and Compliance Committee oversees a robust management-level risk committee structure which allows the Board and management to assess the Company's risk exposure and to ensure it is aligned with the Bancorp's appetite for risk.

During times when there may be elevated levels of risk, the Board monitors the impact on the risk profile by regularly reviewing reports on management's response and actions taken to mitigate risks, including financial and non-financial risks, business continuity, and human capital risks.

The Enterprise Risk Management Committeeis the executive-level management committee chaired by the Chief Risk Officer. Membership includes the Chief Executive Officer and senior level management, including individuals from both the first and second lines of defense, as well as the Chief Audit Executive (non-voting). The Enterprise Risk Management Committee is responsible for reviewing and approving the Enterprise Risk Management Framework, overseeing the management of all risk types to ensure that residual risks remain within our risk appetite, and fostering a culture that supports risk management objectives. To fulfill these responsibilities, the Enterprise Risk Management Committee reviews information on risk levels and trends, capital adequacy, and top and emerging risks during each quarterly meeting. The Enterprise Risk Management Committee has several subordinate management committees and councils which oversee specific areas of risk, including oversight of front-line unit risk-taking activities, to determine if risk management practices are aligned with the Enterprise Risk Management Framework, including monitoring risk appetite, review of key risk indicators, concentration risk limits, and other risk metrics and reporting.

Oversight of Cybersecurity. The Technology Committee oversees Fifth Third's information security and privacy programs. The Technology Committee is comprised of Board members with extensive technology backgrounds. Its primary purpose is to assist the Board in its oversight of technology and innovation strategies, plans, and operations related to information technology, cybersecurity, and data privacy. In 2024, the Technology Committee held sessions with the Chief Technology Officer and Chief Information Officer to ensure the Bank's approach to safeguarding customer data and other sensitive information was adequate, appropriate, and reflective of best practices in order to stay ahead of emerging cyber threats. The Risk and Compliance Committee oversees risks related to information security, technology, cyber security, and data privacy and receives reports from the Technology Committee on the same. The Technology and Risk and Compliance Committees meet jointly at least once per year to discuss the Company's programs and risks. The full Board also directly received reports on Fifth Third's cybersecurity and organizational defense.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Shareholder Engagement.

We are committed to engaging with and listening to our shareholders, and we continued our engagement in 2024. In addition to our regular and continuing meetings with shareholders and investors, whether individually or at conferences, in 2024, we reached out to our 30 largest shareholders and engaged with many of them on issues including sustainability, corporate governance, and executive compensation matters.

Shareholder Communication with Investor Relations Department.Shareholders who wish to speak to a Fifth Third representative regarding their investment in Fifth Third may communicate directly with our Investor Relations Department by calling 866-670-0468. In addition, shareholders may communicate in writing directly with the Investor Relations Department by sending a letter to 38 Fountain Square Plaza, MD 1090FV, Cincinnati, Ohio 45202 or by emailing [email protected]. Shareholders can also view information and request documents from the Investor Relations page of Fifth Third's website at ir.53.com.

Board of Directors Compensation

Each non-employee director is awarded an annual cash retainer and an award of restricted stock units ("RSUs") for his or her service on the Board. The Human Capital and Compensation Committee reviewed director compensation for 2024 in consultation with its independent compensation consultant in light of best practices, peer institution benchmarking (using the same Compensation Peer Group as used for the executive pay analysis), and other relevant factors. As a result of the review, the Board determined that non-employee director compensation design and pay levels are consistent with competitive market practice and recommended no changes for 2024. Employee directors receive no additional compensation for their Board service. In addition to the 2024 compensation structure described below, non-employee directors were reimbursed for reasonable out-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its Committees.

The Company's 2024 Incentive Compensation Plan provides that the Human Capital and Compensation Committee has full authority to provide equity-based or other incentive awards to non-employee directors. The equity-based awards shown in the table below were granted under that plan.

Pursuant to the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, such directors may annually elect to defer from one-half to all of their cash compensation. The deferred funds receive earnings based on the mutual fund(s) elected by each director. The directors do not receive any above-market or preferential earnings. Under the plan, directors may not defer their future cash compensation into Company stock. Directors may also defer their RSUs under this plan.

BOARD OF DIRECTORS COMPENSATION

The following table summarizes the compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2024. The amounts listed in the "Stock Awards" column represent RSU awards that vest at the completion of a director's service on the Board. The award relates to the fiscal year in which it was granted. Directors did not receive any option awards, non-equity incentive compensation, or above market or preferential earnings from nonqualified deferred compensation in 2024. The 2024 Incentive Compensation Plan establishes a shareholder-approved annual limitation of $700,000 on the amount of cash compensation and the value of shares (determined on the date of the grant) paid to any non-employee director in a calendar year.