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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based awards are eligible for issuance under the Bancorp’s Incentive Compensation Plan to executives, directors and key employees of the Bancorp and its subsidiaries. The 2024 Incentive Compensation Plan was approved by shareholders on April 16, 2024 and authorized the issuance of up to 55 million shares as equity compensation. The plan authorizes the issuance of SARs, RSAs, RSUs, stock options, performance share or unit awards, dividend or dividend equivalent rights and stock awards. As of December 31, 2024, there were 54.5 million shares available for future issuance. Based on total stock-based awards outstanding (including SARs, RSUs, stock options and PSAs) and shares remaining for future grants under the 2024 Incentive Compensation Plan, the potential dilution to which the Bancorp’s common shareholders are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp and its subsidiaries is 11%. SARs, RSUs, stock options and PSAs outstanding represent 2% of the Bancorp’s issued shares at December 31, 2024.

All of the Bancorp’s stock-based awards are to be settled with stock. The Bancorp has historically used treasury stock to settle stock-based awards, when available. SARs, issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, have terms up to ten years and vest and typically become exercisable ratably over a three year period of continued employment. The Bancorp does not grant discounted SARs or stock options, re-price previously granted SARs or stock options or grant reload stock options. RSUs are typically released after three or four years or ratably over three or four years of continued employment and receive dividend equivalents. Dividend equivalents are accrued and paid in cash when the underlying shares are distributed, except for certain RSUs which have the rights to receive dividend equivalents paid in cash at each dividend payment date. Stock options were previously issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, had up to ten year terms and vested and became fully exercisable ratably over a three or four-year period of continued employment. For PSAs that are eligible to receive dividend equivalents, the accrued cash dividends are adjusted by the payout percentage achieved on the underlying awards. PSAs have three-year cliff vesting terms with performance conditions as defined by the plan. All of the Bancorp’s executive stock-based awards contain an annual performance hurdle of 2% return on tangible common equity. If this threshold is not met in any one of the three years during the performance period, one-third of PSAs are forfeited. Additionally, if this threshold is not met, all SARs and RSUs that would vest in the next year may also be forfeited at the discretion of the Human Capital and Compensation Committee of the Board of Directors. The Bancorp met this threshold as of December 31, 2024.

Stock-based compensation expense was $164 million, $169 million and $165 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in compensation and benefits expense in the Consolidated Statements of Income. The total related income tax benefit recognized was $34 million, $35 million and $34 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Stock Appreciation Rights
The Bancorp uses assumptions, which are evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant.

The weighted-average assumptions were as follows for the years ended December 31:
202420232022
Expected life (in years)777
Expected volatility33 %31 31 
Expected dividend yield4.2 3.6 3.4 
Risk-free interest rate4.1 3.8 2.7 

The expected life is generally derived from historical exercise patterns and represents the amount of time that SARs granted are expected to be outstanding. The expected volatility is based on a combination of historical and implied volatilities of the Bancorp’s common stock. The expected dividend yield is based on annual dividends divided by the Bancorp’s stock price. Annual dividends are based on projected dividends, estimated using an expected long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the SARs is based on the U.S. Treasury yield curve in effect at the time of grant.

The grant-date fair value of SARs is measured using the Black-Scholes option-pricing model. The weighted-average grant-date fair value of SARs granted was $9.71, $10.49 and $12.76 per share for the years ended December 31, 2024, 2023 and 2022, respectively. The total grant-date fair value of SARs that vested during the years ended December 31, 2024, 2023 and 2022 was $3 million, $3 million and $2 million, respectively.

At December 31, 2024, there was $2 million of stock-based compensation expense related to outstanding SARs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2024 of 1.8 years.
The following table summarizes SARs activity for the years ended December 31:
202420232022
SARs (in thousands, except per share data)Number of
SARs		Weighted-
Average Grant
Price Per Share		Number of
SARs		Weighted-
Average Grant
Price Per Share		Number of
SARs		Weighted-
Average Grant
Price Per Share 
Outstanding at January 17,331 $23.72 9,112 $22.22 11,185 $20.47 
Granted316 33.51 253 37.19 304 46.96 
Exercised(3,010)20.01 (2,011)18.42 (2,358)17.05 
Forfeited or expired(1)19.01 (23)40.36 (19)30.43 
Outstanding at December 314,636 $26.80 7,331 $23.72 9,112 $22.22 
Exercisable at December 314,063 $25.39 6,796 $22.44 8,487 $20.97 

The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2024:
Outstanding SARsExercisable SARs
SARs (in thousands, except per share data)Number of
SARs		Weighted-Average Grant Price Per ShareWeighted-
Average Remaining
Contractual Life
(in years)		Number of
SARs		Weighted-Average Grant Price Per ShareWeighted-
Average Remaining
Contractual Life
(in years)
$10.01-$20.00
1,673 $18.28 0.91,673 $18.28 0.9
$20.01-$30.00
1,615 27.10 3.01,615 27.10 3.0
$30.01-$40.00
1,105 34.27 7.0612 33.90 5.5
Over $40.00
243 49.51 7.1163 49.51 7.1
All SARs4,636 $26.80 3.44,063 $25.39 2.7

Restricted Stock Units
The total grant-date fair value of RSUs that were released during the years ended December 31, 2024, 2023 and 2022 was $141 million, $130 million and $110 million, respectively. At December 31, 2024, there was $168 million of stock-based compensation expense related to outstanding RSUs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2024 of 2.3 years.

The following table summarizes RSUs activity for the years ended December 31:
202420232022
RSUs (in thousands, except per unit data)Units Weighted-Average Grant-Date Fair Value Per UnitUnits Weighted-Average Grant-Date Fair Value Per UnitUnits Weighted-Average Grant-Date Fair Value Per Unit
Outstanding at January 110,365 $37.63 9,906 $38.04 9,487 $30.67 
Granted4,546 33.87 4,763 34.94 4,682 47.11 
Released(3,751)37.54 (3,696)35.04 (3,608)30.54 
Forfeited(396)36.37 (608)38.75 (655)37.12 
Outstanding at December 3110,764 $36.12 10,365 $37.63 9,906 $38.04 

The following table summarizes outstanding RSUs by grant-date fair value per unit at December 31, 2024:
Outstanding RSUs
RSUs (in thousands)Units       Weighted-Average Remaining Contractual Life (in years)
Under $25.00
554 0.4
$25.01-$30.00
403 0.8
$30.01-$35.00
4,940 1.4
$35.01-$40.00
3,160 1.2
$40.01-$45.00
124 1.6
$45.01 and over
1,583 0.6
All RSUs10,764 1.1
Stock Options
There were no stock options granted during the years ended December 31, 2024, 2023 and 2022. The Bancorp generally utilizes the Black-Scholes option pricing model to measure the fair value of stock option grants.

The total intrinsic value of stock options exercised was $2 million, $1 million and $2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Cash received from stock options exercised was $2 million, $1 million and $1 million for the years ended December 31, 2024, 2023 and 2022, respectively. No stock options vested during the years ended December 31, 2024 and 2023 and an immaterial amount of stock options vested during the year ended December 31, 2022. As of December 31, 2024, the aggregate intrinsic value of both outstanding stock options and exercisable stock options was $2 million.

The following table summarizes stock options activity for the years ended December 31:
202420232022
Stock Options (in thousands, except per share data)  Number of OptionsWeighted-Average Exercise Price Per ShareNumber of OptionsWeighted-Average Exercise Price Per ShareNumber of OptionsWeighted-Average Exercise Price Per Share
Outstanding at January 1224 $21.45 312 $21.65 409 $21.51 
Exercised(129)21.03 (86)21.97 (97)21.06 
Forfeited or expired— — (2)27.71 — — 
Outstanding at December 3195 $22.03 224 $21.45 312 $21.65 
Exercisable at December 3195 $22.03 224 $21.45 312 $21.65 

The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2024:
Outstanding Stock OptionsExercisable Stock Options
Stock Options (in thousands, except per share data)Number of OptionsWeighted-Exercise Price Per ShareWeighted-Average Remaining Contractual Life (in years)Number of OptionsWeighted-Exercise Price Per ShareWeighted-Average Remaining Contractual Life (in years)
$10.01-$20.00
50 18.58 0.850 18.58 0.8
$20.01-$30.00
45 25.86 2.845 25.86 2.8
All stock options95 $22.03 1.895 $22.03 1.8

Other Stock-Based Compensation
PSAs are payable contingent upon the Bancorp achieving certain predefined performance targets over a three-year measurement period. Depending on performance, between zero and 1.2 million shares may be released to settle the PSAs outstanding at December 31, 2024 once the applicable performance periods are completed. Awards granted during the years ended December 31, 2024, 2023 and 2022 will be entirely settled in stock. The performance targets are based on the Bancorp’s performance relative to a defined peer group. PSAs use a performance-based metric based on return on average common equity in relation to peers. During the years ended December 31, 2024, 2023 and 2022, approximately 295 thousand, 256 thousand and 288 thousand PSAs, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $33.51, $37.19 and $47.03 per unit during the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, approximately 355 thousand, 395 thousand and 429 thousand PSAs, respectively, were distributed to participants. These awards were distributed with a total grant date fair value of $12 million, $12 million and $11 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Bancorp sponsors an employee stock purchase plan that allows qualifying employees to purchase shares of the Bancorp’s common stock with a 15% match. During the years ended December 31, 2024, 2023 and 2022, there were approximately 487 thousand, 768 thousand and 520 thousand shares, respectively, purchased by participants. The Bancorp recognized expense of $2 million in each of the years ended December 31, 2024, 2023 and 2022 related to this plan. This expense is included in compensation and benefits expense in the Consolidated Statements of Income. On April 16, 2024, the Bancorp’s shareholders approved the 2024 Employee Stock Purchase Plan. This plan allowed for the purchase of up to 15 million shares and cancelled the remaining 1.8 million shares available for purchase under the predecessor plan. Approximately 278 thousand shares purchased by participants during the year ended December 31, 2024 were under the Bancorp’s 2024 Employee Stock Purchase Plan, leaving approximately 14.7 million shares available for future issuance as of December 31, 2024.