COMERICA INC — Director's Dealing 2023

Mar 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2023-02-28

Reporting Person: Herzog James J (Senior EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-28	Common Stock	A	9549	—	Acquired	36168	Direct
2023-02-28	Common Stock	F	3759	$70.10	Disposed	32409	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (584.0)	584	Direct
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (912.0)	912	Direct
Employee Stock Option (right to buy)	$95.25	2028-01-22	Common Stock (905.0)	905	Direct
Employee Stock Option (right to buy)	$80.17	2029-01-22	Common Stock (1240.0)	1240	Direct
Employee Stock Option (right to buy)	$63.15	2030-01-28	Common Stock (2495.0)	2495	Direct
Employee Stock Option (right to buy)	$56.79	2030-02-25	Common Stock (4060.0)	4060	Direct
Employee Stock Option (right to buy)	$60.12	2031-01-26	Common Stock (5655.0)	5655	Direct
Employee Stock Option (right to buy)	$92.58	2032-01-25	Common Stock (4820.0)	4820	Direct
Employee Stock Option (right to buy)	$71.16	2033-01-24	Common Stock (6345.0)	6345	Direct

Footnotes

F1: On January 28, 2020 and February 25, 2020, "target" awards of 3,335 performance restricted stock units ("SELTPP units") and 5,450 SELTPP units, respectively, were granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The SELTPP units are settled in stock and vest in one installment following certification of results for a three-year performance period. The performance period ended on December 31, 2022, and on February 28, 2023, the SELTPP units vested upon Comerica's Governance, Compensation and Nominating Committee certification that (1) performance was achieved at 108.7% based upon satisfaction of a three-year average return on common equity excluding certain nonperformance items performance goal and (2) the negative total shareholder return modifier of 10 percentage points would not be applied based upon satisfaction of a relative total shareholder return goal.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and restricted stock units as of February 28, 2023.

F3: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.