8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): November 5, 2023

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10706	38-1998421
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(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas 75201

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(Address of principal executive offices) (zip code)

(214) 462-6831

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(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.

Previously, Comerica Incorporated (the “Company”) reported, on a Form 8-K dated August 8, 2023, that Jay K. Oberg, Senior Executive Vice President and Chief Risk Officer, plans to retire on or around December 31, 2024. In preparation for his departure next year, the Company has been conducting a search and evaluating candidates to fill the role of Chief Risk Officer.

On November 9, 2023, the Company announced that it has selected Brian Goldman for that role. The company anticipates that Mr. Goldman will begin serving as Chief Risk Officer on or around December 4, 2023 and that Mr. Oberg will cease serving as the Chief Risk Officer on that date. However, it expects that Mr. Oberg will continue in the role of Senior Executive Vice President of the Company until his retirement on or around December 31, 2024, to ensure a smooth and orderly transition of his responsibilities.

ITEM 7.01 REGULATION FD DISCLOSURE.

On November 9, 2023, the Company issued a press release regarding the upcoming retirement of Mr. Oberg and the hiring of Mr. Goldman. A copy of the press release is attached hereto as Exhibit 99.1. Such exhibit is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

    (d) Exhibits

99.1     Press Release dated November 9, 2023

104     Cover Page Interactive Data File (embedded in the cover page 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/ Von E. Hays         

Name:    Von E. Hays

Title:    Executive Vice President and

Chief Legal Officer

Date: November 9, 2023

EX-99.1

Comerica Incorporated Names Brian Goldman Chief Risk Officer

Jay Oberg to Retire in 2024

DALLAS, Nov. 9, 2023 – Comerica Incorporated (NYSE: CMA) today announced that Brian Goldman has been named Senior Executive Vice President and Chief Risk Officer, effective Dec. 4, 2023. Goldman will succeed Jay Oberg, Senior Executive Vice President and Chief Risk Officer, who is expected to retire in December 2024, following more than 32 years with Comerica. Oberg will remain a senior executive vice president at Comerica until his retirement.

As Chief Risk Officer, Goldman will report directly to Comerica Chairman, President and Chief Executive Officer Curt Farmer, as well as to the Enterprise Risk Committee of the Comerica Incorporated Board of Directors. He will be responsible for overseeing risk on an enterprise-wide basis, including governance of all risk management operations at the company; integration of risk principles into strategic planning; leading the second line risk management function; and identification of emerging risks related to regulation, products, services, customer types and channels.

“Brian has proven leadership and experience in directing enterprise risk. We are pleased to welcome him to Comerica to further advance our program as the banking industry continues to experience change,” said Farmer. “Jay has played an important role in numerous accomplishments that have helped strengthen Comerica’s risk foundation, and we wish him all the best as he prepares for retirement.”

Brian Goldman

Goldman has had numerous risk management roles at both Goldman Sachs and Citibank, most recently serving as Head of Operational Risk for the Institutional Clients Group (ICG) and Citibank NA (the primary US banking subsidiary of Citigroup). Goldman spent 23 out of his 26 years in leadership roles at Goldman Sachs where he was instrumental in establishing critical risk functions. Goldman was previously the Chief Risk Officer for the Operations Division before serving as Head of Enterprise Risk Management where he established the organization’s Enterprise Risk Management framework. He then served as Head of Operational Risk where he oversaw the identification, monitoring, reporting and mitigation of all operational risks. Prior to these roles, Brian served in multiple capacities within Goldman Sachs, focusing on process execution, transformation and risk management. Goldman earned his Bachelor’s Degree in History from Rutgers University.

Jay Oberg

Oberg joined Comerica in 1991 as a financial analyst in the Controller Department. After moving to Corporate Development in 1995, his scope of work increased as he assumed leadership of Comerica’s Corporate Planning and Development function in 2007. In 2016, his role expanded as he began serving as Executive Vice President, Corporate Development, Strategy and Capital Planning. He would go on to assume the role of Chief Risk Officer in 2019. Oberg earned his Bachelor’s Degree in Finance from the University of Michigan.

About Comerica

Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments:The Commercial Bank, The Retail Bank, and Wealth Management. Comerica, one of the 25 largest U.S. financial holding companies, focuses on building relationships and helping people and businesses be successful. Comerica provides more than 400 banking centers across the country with locations in Arizona, California, Florida, Michigan and Texas. Founded 174 years ago in Detroit, Michigan, Comerica continues to expand into new regions, including its Southeast Market, based in North 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 Canada and Mexico. Comerica reported total assets of $85.7 billion as of Sept. 30, 2023. Learn more about how Comerica is raising expectations of what a bank can be by visiting www.comerica.com, and follow us on Facebook, X (formerly known as Twitter), Instagram and LinkedIn.

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MEDIA CONTACTS:	INVESTOR CONTACTS:
Nicole Hogan	Kelly Gage
(214) 462-6657	(833) 571-0486
Louis Mora	Morgan Mathers
(214) 462-6669	(833) 571-0486

XML

Cover Document	Nov. 05, 2023
Cover Page [Abstract]
Entity Central Index Key	0000028412
Title of 12(b) Security	Common Stock, $5 par value
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Nov. 05, 2023
Entity Registrant Name	COMERICA INCORPORATED
Entity Address, Address Line One	1717 Main Street, MC 6404
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	462-6831
Entity File Number	1-10706
Entity Tax Identification Number	38-1998421
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	CMA
Security Exchange Name	NYSE
Amendment Flag	false
Entity Emerging Growth Company	false