UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

WILLIAM COX and MERRILL DILL, 

Derivatively on Behalf of Nominal Defendant, 

FIFTH THIRD BANCORP, 

 Plaintiffs, 

 vs. 

GREG D. CARMICHAEL, TAYFUN TUZUN, 

FRANK FORREST, C. BRYAN DANIELS, 

THOMAS H. HARVEY, GARY R. HEMINGER, 

JEWELL D. HOOVER, EILEEN A. 

MALLESCH, MICHAEL B. MCCALLISTER, 

MARSHA C. WILLIAMS, NICHOLAS K. 

AKINS, B. EVAN BAYH III, JORGE L. 

BENITEZ, KATHERINE B. BLACKBURN, 

EMERSON L. BRUMBACK, and JERRY W. 

BURRIS, 

 Defendants, 

 and 

FIFTH THIRD BANCORP 

 Nominal Defendant. 

CASE NO. 

VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT

 

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Plaintiffs William Cox and Merrill Dill (“Plaintiffs”), by and through their undersigned 

attorneys, submit this Verified Shareholder Derivative Complaint (the “Complaint”) against 

defendants named herein. Plaintiffs allege the following based upon information and belief, except 

as to those allegations concerning Plaintiffs, which are alleged upon personal knowledge. 

Plaintiffs’ information and belief is based upon, among other things, the investigation conducted 

by and under the supervision of their counsel which included, among other things: (a) a review 

and analysis of regulatory filings filed by Fifth Third Bancorp (“Fifth Third” or the “Company”) 

with the United States Securities and Exchange Commission (“SEC”); (b) a review and analysis 

of press releases and media reports issued and disseminated by Fifth Third; (c) a review of other 

publicly available information concerning Fifth Third, including articles in the news media and 

analyst reports; (d) a review of complaints and related materials in litigation commenced against 

some or all of the Individual Defendants (defined below) and/or the Company; and (e) applicable 

rules and regulations. 

SUMMARY OF THE ACTION 

1. This is a shareholder derivative action brought for the benefit of Nominal 

Defendant Fifth Third, a publicly traded company incorporated in Ohio, against current and former 

members of the Company’s Board of Directors (the “Board”) and certain of its current executive 

officers (collectively, the “Individual Defendants”) for breach of fiduciary duty, unjust enrichment, 

and violation of Section 14(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”). 

2. On March 9, 2020, the Consumer Financial Protection Bureau (“CFPB”) initiated 

a lawsuit in the United States District Court Northern District of Illinois Eastern Division against 

Fifth Third Bank, National Association (“Fifth Third Bank”).1 The case is docketed as Bureau of 

1

 Fifth Third is the indirect parent company of Fifth Third Bank. 

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Consumer Financial Protection v. Fifth Third Bank, National Association, Case Number 1:20-cv01683 (the “CFPB Action”). 

3. The CFPB Action alleges, inter alia, that Fifth Third Bank incentivized and 

conditioned employment on “ambitious sales goals” and rewarded employees for selling new 

products and/or services to existing Fifth Third customers. The CFPB alleges that these sales goals 

led to employees opening unauthorized consumer-financial products and services (the 

“Unauthorized Accounts”). 

4. The CFPB further contends that Fifth Third Bank was aware of these Unauthorized 

Accounts “since at least 2008”; however, the Company failed to implement and monitor its 

incentive program, failed to detect and stop misconduct, and further failed to identify and 

remediate harmed consumers. 

5. In addition to the CFPB Action, the Company and certain of the Company’s 

executive officers are subject to a federal securities fraud class action lawsuit pending in the United 

States District Court Northern District of Illinois Eastern Division, docketed as Heavy & General 

Laborers’ Local 472 & 172 Pension and Annuity Funds et al. v. Fifth Third Bancorp, Greg D. 

Carmichael, and Tayun Tuzun, Case Number: 1:20-cv-02176 (N.D. Ill. Apr. 07, 2020) (the 

“Securities Class Action”). The Company is also subject to Consumer Class Actions (defined 

below). 

6. The allegations of the Securities Class Action are similar to those contained within 

the CFPB Action. Additionally, the Securities Class Action alleges that the Company provided 

materially false and misleading statements to investors. 

7. Demand is futile in this case, as there does not exist a majority of Board members 

capable of disinterestedly and independently considering a demand. 

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8. The Individual Defendants breached their duties of loyalty, care, and good faith by: 

(i) failing to implement and enforce a system of effective internal controls and procedures; 

(ii) failing to exercise their oversight duties by not monitoring the Company’s compliance with 

state and federal laws and the Company’s internal policies and procedures; (iii) consciously 

disregarding and failing to ensure that the Company was following proper sales practices, resulting 

in the commencement of the CFPB Action and the Securities Class Action; (iv) failing to fully, 

fairly, and timely disclose the scope and impact of the improper sales practices taught to and used 

by the Company’s employees and managers; (v) failing to timely take corrective action to reduce 

and/or eliminate the illegal sales practices taught to and used by the Company’s employees and 

managers; (vi) failing to revise the Company’s incentive pay structure to reduce the likelihood of 

employees and managers engaging in unlawful sales practices; (vii) making and/or causing the 

Company to make false and misleading statements and/or material omissions resulting in the 

commencement of the Securities Class Action; (viii) allowing the Company to violate multiple 

federal and state laws and regulations; (ix) failing to take appropriate remedial action when the 

Board knew, or should have known, that there was pervasive misconduct at the Company; (x) 

failing to act in the best interests of the Company and instead acting for their own self-interest; and 

(xi) consciously causing substantial damage to the Company’s credibility, corporate image, and 

goodwill. 

JURISDICTION AND VENUE 

9. This Court has jurisdiction over each defendant named herein. 

10. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 because 

Plaintiffs’ claims raise a federal question under Section 14(a) of the Exchange Act, 15 U.S.C. 

§ 78n(a)(1) and Rule 14a-9 of the Exchange Act. 

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11. This Court has supplemental jurisdiction over Plaintiff’s state law claims pursuant 

to 28 U.S.C. § 1367(a). 

12. Fifth Third is a corporation that conducts business and maintains offices in this 

District. The Individual Defendants have sufficient minimum contacts with Illinois and this 

District so as to render the exercise of jurisdiction by this Court permissible under traditional 

notions of fair play and substantial justice. 

13. Venue is proper in this District pursuant to Section 27 of the Exchange Act and 28 

U.S.C. § 1391(b). Venue is proper in this Court because a substantial portion of the transactions 

and wrongs complained of herein occurred in this District. 

PARTIES 

14. Plaintiff William Cox is currently and has continuously been a stockholder of Fifth 

Third since January 20, 2009. Plaintiff is a citizen of the state of Florida. 

15. Plaintiff Merrill Dill is currently and has continuously been a stockholder of Fifth 

Third since July 1, 2012. Plaintiff is a citizen of the state of Pennsylvania. 

16. Nominal Defendant Fifth Third is incorporated under the laws of Ohio and 

maintains its headquarters in Cincinnati, Ohio. The Company was founded in 1858 and currently 

operates as a diversified financial services company within the United States. As of June 30, 2019, 

the Company operated 1,207 full-service banking centers and 2,551 ATMs in Ohio, Kentucky, 

Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, and North Carolina. Fifth 

Third is a bank holding company. Fifth Third indirectly holds Fifth Third Bank (defined above). 

The Company’s securities trade on NASDAQ under the ticker symbol “FITB”. 

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Greg D. Carmichael 

17. Defendant Greg D. Carmichael (“Carmichael”) is the Company’s Chairman, Chief 

Executive Officer (“CEO”), and President. Carmichael was elected Chairman in 2018, and has 

served as CEO since November 2015 and President since September 2012. From June 2006 to 

September 2012, Carmichael served as the Company’s Chief Operating Officer (“COO”) and 

Chief Information Officer (“CIO”) from June 2003 to June 2006. Carmichael has served as a 

director of the Company since 2015. 

18. According to the Company’s DEF 14A Proxy Statement filed on March 4, 2020 

(the “2020 Proxy Statement”), as of December 31, 2019, Carmichael beneficially owns 1,336,633 

shares of the Company’s common stock. 

19. According to the Company’s 2020 Proxy Statement, in 2019 Carmichael received 

total compensation of $8,999,237. This included $1,100,070 in salary, $4,462,507 in stock awards, 

$787,498 in option awards, $2,200,000 in non-equity incentive plan compensation, and $449,162 

in other compensation. 

20. According to the Company’s 2020 Proxy Statement, in 2018 Carmichael received 

total compensation of $11,173,652. This included $1,088,531 in salary, $4,887,480 in stock 

awards, $862,496 in option awards, $4,100,000 in non-equity incentive plan compensation, and 

$235,145 in other compensation. 

21. According to the Company’s 2020 Proxy Statement, in 2017 Carmichael received 

total compensation of $8,688,292. This included $1,000,064 in salary, $4,526,248 in stock awards, 

$798,750 in option awards, $2,000,000 in non-equity incentive plan compensation, and $363,230 

in other compensation. 

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22. According to the Company’s 2020 Proxy Statement, the Company’s Compensation 

Committee has granted Carmichael the benefit of personal use of the corporate aircraft “up to a 

maximum value of $100,000 per year.” 

23. Carmichael’s corporate biography listed on the Company’s website states the 

following regarding Defendant Carmichael: 

Greg D. Carmichael serves as chairman, president and chief executive officer of 

Fifth Third Bancorp, the ninth-largest U.S.-based consumer bank. Since Greg 

became CEO, the Company has grown in assets to $185 billion* and is recognized 

as one of the most innovative banks in the country. It has approximately 20,000 

employees and about 1,123 banking centers across 10 states. Its four main 

businesses are Commercial Banking, Branch Banking, Consumer Lending and 

Wealth & Asset Management. The Bank has commercial and consumer lending 

presence across the United States. 

In more than 16 years of service to the Company, Greg has provided outstanding 

direction and vision, and his leadership has helped drive the Bank’s transformation 

and overall success. Greg joined Fifth Third Bank in June 2003 as executive vice 

president and chief information officer. He was named chief operating officer in 

2006, then president in September 2012. He was appointed to the Board of 

Directors in July 2015, became CEO in November 2015 and was elected chairman 

of the Board in January 2018. 

Before coming to Fifth Third, Greg served for seven years as chief information 

officer for Emerson Electric, a worldwide provider of technology and energy 

solutions. His background also includes leadership roles in information technology 

with General Electric. 

Greg and his wife live in Cincinnati. They have three adult sons. 

Education 

Greg earned a bachelor’s degree in computer science from the University of Dayton 

and a master’s degree from Central Michigan University. 

Professional and Civic 

In January 2020, Greg joined the board of directors of Encompass Health. He also 

serves on the board of trustees of Bethesda Inc. and the boards of directors of the 

American Bankers Association, Cincinnati Business Committee and Ohio Business 

Roundtable Executive Committee. Greg is a member of the Bank Policy Institute’s 

board and BITS, its digital policy forum, and he is president of the Commercial 

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Club of Cincinnati. In 2019, Greg was named to the American City Business 

Journals’ “Influencers: Finance” list of 100 U.S. executives with the biggest impact 

on business.2

Tayfun Tuzun 

24. Defendant Tayfun Tuzun (“Tuzun”) is the Company’s Chief Financial Officer 

(“CFO”) and Executive Vice President. Previously, Tuzun served as the Company’s Treasurer. 

Tuzun joined Fifth Third in 2007 as a structured finance manager. 

25. According to the Company’s 2020 Proxy Statement, Tuzun beneficially owns 

329,256 shares of the Company’s common stock. 

26. According to the Company’s 2020 Proxy Statement, in 2019 Tuzun received total 

compensation of $2,797,182. This included $602,913 in salary, $1,215,493 in stock awards, 

$214,500 in option awards, $635,000 in non-equity incentive plan compensation, and $129,276 in 

other compensation. 

27. According to the Company’s 2020 Proxy Statement, in 2018 Tuzun received total 

compensation of $3,022,286. This included $586,015 in salary, $1,020,011 in stock awards, 

$180,000 in option awards, $1,150,000 in non-equity incentive plan compensation, and $86,260 

in other compensation. 

28. According to the Company’s 2020 Proxy Statement, in 2017 Tuzun received total 

compensation of $2,713,004. This included $553,426 in salary, $1,190,006 in stock awards, 

$209,997 in option awards, $630,000 in non-equity incentive plan compensation, and $129,575 in 

other compensation. 

29. Tuzun’s corporate biography listed on the Company’s website states the following 

regarding Defendant Tuzun: 

2

 https://www.53.com/content/dam/fifth-third/docs/bios/greg-carmichael-bio.pdf. 

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Tayfun Tuzun is executive vice president and chief financial officer, responsible 

for Finance, Treasury, Business Planning and Analysis, Corporate Tax, Investor 

Relations and Accounting for Fifth Third Bancorp. 

He previously served as treasurer, overseeing funding and liquidity, capital 

management, asset liability and balance sheet management, among other roles. He 

was promoted to treasurer in 2011. 

Tayfun joined Fifth Third in 2007 as a structured finance manager and later served 

as assistant treasurer. 

Tayfun began his private-sector career at Provident Bank in Cincinnati as asset 

liability manager in 1993 and worked in various senior positions in treasury and 

finance at that bank. In 2004, upon the sale of Provident Bank to National City, he 

joined FSI Inc., a multiplatform hedge fund specializing in the financial services 

sector. Before joining Provident, he was a faculty member at the University of New 

South Wales in Sydney, Australia. 

He and his wife live in Cincinnati with their two daughters. 

Education 

Tayfun holds both a master’s degree and a doctorate in economics from the Ohio 

State University and a bachelor’s degree in economics from Bosphorus University 

in Istanbul, Turkey. 

Professional and Civic 

Tayfun is a member of the Financial Services Roundtable and is on the board of 

directors of the Cincinnati Shakespeare Company.3

Frank Forrest 

30. Defendant Frank Forrest (“Forrest”) is the Company’s Special Advisor to the Chief 

Executive Officer, as of January 2020. For the six (6) years prior, Forrest served as the Company’s 

Chief Risk Officer (“CRO”). 

31. According to the Company’s 2020 Proxy Statement, Forrest beneficially owns 

130,083 shares of the Company’s common stock. 

3

 https://www.53.com/content/dam/fifth-third/docs/bios/tayfun-tuzun-bio.pdf. 

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32. According to the Company’s 2020 Proxy Statement, in 2019 Forrest received total 

compensation of $2,495,628. This included $557,010 in salary, $1,020,011 in stock awards, 

$179,998 in option awards, $615,000 in non-equity incentive plan compensation, and $123,609 in 

other compensation. 

33. According to the Company’s 2020 Proxy Statement, in 2018 Forrest received total 

compensation of $2,894,579. This included $546,092 in salary, $1,020,011 in stock awards, 

$180,000 in option awards, $1,055,000 in non-equity incentive plan compensation, and $93,476 

in other compensation. 

34. According to the Company’s 2020 Proxy Statement, in 2017 Forrest received total 

compensation of $2,683,044. This included $534,796 in salary, $1,190,006 in stock awards, 

$209,997 in option awards, $600,000 in non-equity incentive plan compensation, and $148,245 in 

other compensation. 

35. Forrest’s corporate biography listed on the Company’s website states the following 

regarding Defendant Forrest: 

Frank Forrest is executive vice president and serves Fifth Third Bancorp as special 

advisor to the CEO for key regulatory matters. He moved to that role in January 

2020 after serving more than six years as chief risk officer. 

In his previous role, Frank’s responsibilities included development and 

implementation of a risk management framework, risk appetite, risk mitigation 

strategies and key measures across both the enterprise risk organization, as well as 

independent business control teams. Combined, these teams manage compliance, 

model, credit, market, strategic, liquidity, operational and reputational risk matters 

to support balanced, profitable growth. 

Before joining Fifth Third in September 2013, Frank held numerous positions in 

credit and risk management at Bank of America Merrill Lynch, including managing 

director for quality control for mortgage banking, global debt products executive 

and commercial banking risk management executive. Before joining Bank of 

America, Frank worked for eight years at the U.S. Department of the Treasury’s 

Office of the Comptroller of the Currency as a national bank examiner. 

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Education 

Frank earned a bachelor’s degree in accounting and finance from Florida State 

University. 

Professional and Civic 

Frank served from 2010 to 2014 on the Wake Forest University College Board of 

Visitors. For more than 10 years, he served Providence Day School in Charlotte, 

North Carolina, on the board of advisors, board of trustees and, finally, as chairman 

of the board of trustees.4

Bryan Daniels 

36. Defendant C. Bryan Daniels (“Daniels”) has served as a director of the Company 

since 2019. Additionally, Daniels currently serves on the Company’s Risk and Compliance 

Committee, as well as the Technology Committee. Previously, Daniels served on the Company’s 

Audit Committee. 

37. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Daniels beneficially owned 236,931 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Daniels currently holds 208,324.531 shares of the Company’s 

common stock. 

38. According to the Company’s 2020 Proxy statement in 2019 Daniels received 

compensation of $176,075. This includes $42,500 in cash and $133,575 in stock awards. 

39. Daniels is affiliated as a managing member of the sole general partner of Prairie 

Capital IV, L.P. and Prairie Capital IV QP, L.P. Daniels has a 2.31% ownership interest in Prairie 

Capital IV, L.P. and Prairie Capital IV QP, L.P. 

40. According to the Company’s 2020 Proxy statement, Daniels is “Co-founder and 

principal of Prairie Capital, a Chicago-based private equity firm; Former Senior Vice President of 

4

 https://www.53.com/content/dam/fifth-third/docs/bios/frank-forrest-bio.pdf. 

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Commercial Banking at National Bank and Trust Company; Former Director of MB Financial, 

Inc.; Former Director of Taylor Capital.” 

41. Daniels corporate biography listed on Prairie Capital’s website states the following 

regarding Defendant Daniels: 

FOUNDED PRAIRIE: 

1997 

EDUCATION: 

Wabash College 

(BA in Mathematics and Chemistry, Magna Cum Laude) 

University of Chicago 

(MBA and MS in Computer Science) 

EXPERIENCE 

Bryan co-founded Prairie Capital in 1997 and currently serves as a Partner of the 

firm. Prior to Prairie, Bryan was a Senior Vice President of commercial banking at 

American National Bank & Trust Company, an $8 billion subsidiary of Bank One 

(now part of JP Morgan Chase). Overseeing more than $70 million in preferred 

stock investments in this division, he also served on the Investment Committee of 

ANB Mezzanine. 

OTHER 

Bryan sits on the Board of Directors for Fifth Third Bancorp. Bryan is also a 

Visiting Committee Member of the Physical Sciences Department at the University 

of Chicago, which fosters dialogue and creates links with the broader community. 

Bryan supports two Chicago Area schools that specialize in education for bright 

students with learning differences: 1) Wolcott, a college-prep high school, and 2) 

Hyde Park Day School, a first through eighth grade school. He lives with his wife 

and three children in Winnetka, IL.5

Thomas H. Harvey 

42. Defendant Thomas H. Harvey (“Harvey”) has served as a director of the Company 

since 2019. Additionally, Harvey serves on the Company’s Audit Committee, Nominating and 

Corporate Governance Committee, and Technology Committee. Previously, Harvey served on the 

5

 https://www.prairie-capital.com/portfolio/bryan-daniels/. 

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Company’s Risk and Compliance Committee. 

43. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Harvey beneficially owned 178,418 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Harvey beneficially owns 188,968.2 shares of the Company’s 

common stock. 

44. According to the Company’s 2020 Proxy Statement, in 2019 Harvey received total 

compensation of $176,075. This included $42,500 in cash and $133,575 in stock awards. 

45. According to the Company’s 2020 Proxy Statement Harvey is “Chief Executive 

Officer of Energy Innovation: Policy and Technology, LLC; Managing Partner and Principal 

Owner, Ajax LLC; Former Chairman of the Board of Directors of MB Financial, Inc.; Former 

CEO of ClimateWorks Foundation; Former Environment Program Director of the William and 

Flora Hewlett Foundation; Former President of Energy Foundation.” 

46. The Company’s 2020 Proxy Statement stated the following about Defendant 

Harvey: 

Mr. Harvey’s qualifications for services as a director include 25 years of experience 

in the financial services industry. His experience in executive positions with 

multiple foundations and other organizations provides him with strong 

organizational and leadership skills and extensive investment experience and 

makes him particularly well-suited to serve on Fifth Third’s Board of Directors. 

Mr. Harvey als rience with the emergence and growth of technology in the banking 

industry. 

Gary R. Heminger 

47. Defendant Gary R. Heminger (“Heminger”) has served as a director of the 

Company since 2006. Additionally, Heminger serves as chairman of the Finance Committee and 

also serves on the Human Capital and Compensation Committee, as well as the Risk and 

Compliance Committee. Previously, Heminger served on the Nominating and Corporate 

Governance Committee. 

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48. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Heminger beneficially owned 52,934 shares of the Company’s common stock. According to a 

SEC Form 4 filed on April 16, 2020, Heminger beneficially owns 76,502.203 shares of the 

Company’s common stock. 

49. According to the Company’s 2020 Proxy Statement, in 2019 Heminger received 

total compensation of $265,000. This included $140,000 in cash and $125,000 in stock awards. 

50. According to the Company’s 2020 Proxy Statement, Heminger is “CEO and Chair 

of Marathon Petroleum Corporation; Chair and former CEO of MPLX GP LLC (the general 

partner of MPLX LP); MPLX LP is a consolidated master limited partnership formed by Marathon 

Petroleum Corporation; Director at PPG Industries, Inc.” 

51. The Company’s 2020 Proxy Statement stated the following about Defendant 

Heminger: 

Mr. Heminger’s qualifications for service as a director include valuable business 

knowledge gained from his responsibilities in overseeing all operations, 

performance, reporting, and financial metrics for Marathon’s refining, marketing, 

transportation, and Speedway business. He has financial experience through his 

oversight of all financial data, working capital, and merger and acquisition activity. 

*On October 31, 2019, Marathon Petroleum Corporation announced Mr. 

Heminger’s plans to retire as Chairman and Chief Executive Officer of Marathon 

Petroleum Corporation and as Chairman of MPLX GP LLC to be effective at the 

conclusion of Marathon Petroleum Corporation’s 2020 Annual Meeting scheduled 

for April 29, 2020. Mr. Heming for reelection to the Marathon Petroleum 

Corporation Board of Directors at the 2020 Annual Meeting. 

Jewell D. Hoover 

52. Defendant Jewell D. Hoover (“Hoover”) has served as a director of the Company 

since 2009. Additionally, Hoover serves on the Company’s Audit Committee, as well as the Risk 

and Compliance Committee. Previously, Hoover served as the chairwoman of the Company’s 

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Risk and Compliance Committee and also previously served on the Company’s Finance 

Committee. 

53. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Hoover beneficially owned 44,876 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Hoover beneficially owns 57,976.925 shares of the Company’s 

common stock. 

54. According to the Company’s 2020 Proxy Statement, in 2019 Hoover received total 

compensation of $265,000. This included $140,000 in cash and $125,000 in stock awards. 

55. According to the Company’s 2020 Proxy Statement, Hoover is a “Retired Senior 

Official with the Office of the Comptroller of the Currency; Author of the “Ultimate Guide for 

Bank Directors”; Former Director of First Charter Corporation; Principal with the bank consulting 

firm Hoover and Associates, LLC until 2014.” 

56. The Company’s 2020 Proxy Statement stated the following about Defendant 

Hoover: 

Ms. Hoover’s qualifications for service as a director include 28 years of service 

with the Office of the Comptroller of the Currency, including service as the Deputy 

Comptroller of the agency’s Western District. Ms. Hoover also has gained valuable 

banking experience and knowledge as a bank consultant for corporate governance, 

director training, and problem bank resolution matters. Additionally, she has firsthand knowledge of Fifth Third through her service as a director of its North 

Carolina affiliate and a predecessor banking organization. Ms. Hoover is also a 

National Association of Corporate Directors (“NACD”) Board Leadership Fellow. 

Eileen A. Mallesch 

57. Defendant Eileen A. Mallesch (“Mallesch”) has served as a director of the 

Company since 2016. Additionally, Mallesch serves as the chairwoman of the Company’s Audit 

Committee, and serves on the Finance Committee, Human Capital and Compensation Committee, 

and Risk and Compliance Committee. 

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58. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Mallesch beneficially owned 16,241 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Mallesch beneficially owns 23,541.47 shares of the Company’s 

common stock. 

59. According to the Company’s 2020 Proxy Statement, in 2019 Mallesch received 

total compensation of $220,000. This included $95,000 in cash and $125,000 in stock awards. 

60. According to the Company’s 2020 Proxy Statement, Mallesch is a “Certified Public 

Accountant, Retired Senior Vice President & Chief Financial Officer of Nationwide Property & 

Casualty Segment, Nationwide Mutual Insurance Company; Former Senior Vice President & CFO 

for Genworth Financial Life Insurance/Service Co.; Currently serves on Board of Directors for 

Brighthouse Financial, Libbey, Inc., and State Auto Financial Corp., and previously served as 

Director for Bob Evans Farms, Inc.” 

61. The Company’s 2020 Proxy Statement stated the following about Defendant 

Mallesch: 

Ms. Mallesch’s qualifications for service as a director include financial 

management experience from her roles as Chief Financial Officer for both 

Nationwide Mutual Insurance Company and Genworth Financial Life 

Insurance/Service Co. She has more than 25 years of broad finance and strategy 

experience in a variety of industries, ranging from insurance and 

telecommunications to consumer products and manufacturing. In addition, Ms. 

Mallesch brings vast knowledge in enterprise resource planning and large-scale 

technology integrations, strategic planning, and managing acquisitions, 

divestitures, and risk and compliance management. Ms. Mallesch is also a National 

Association of Corporate Directors (“NACD”) Governance Fellow. 

Michael B. McCallister 

62. Defendant Michael B. McCallister (“McCallister”) has served as a director of the 

Company since 2011. Additionally, McCallister serves as chairman of the Human Capital and 

Compensation Committee, and also serves on the Finance Committee and the Audit Committee. 

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63. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

McCallister beneficially owned 48,025 shares of the Company’s common stock. According to a 

SEC Form 4 filed on April 16, 2020, McCallister beneficially owns 59,566.826 shares of the 

Company’s common stock. 

64. According to the Company’s 2020 Proxy Statement, in 2019 McCallister received 

total compensation of $235,000. This included $110,000 in cash and $125,000 in stock awards. 

65. According to the Company’s 2020 Proxy Statement, McCallister is “Retired Chair 

of the Board of Directors of Humana, Inc.; Previous Chief Executive Officer of Humana Inc. from 

February 2000 to December 2012; Humana board member in February 2000 and Chair of the 

Board from August 2010 until December 2013; Mr. McCallister joined Humana in June 1974; 

Current Director of AT&T Inc. and of Zoetis Inc.” 

66. The Company’s 2020 Proxy Statement stated the following about Defendant 

McCallister: 

Mr. McCallister’s qualifications for service as a director include 39 years of 

experience in the health care sector at Humana, Inc. combined with an intimate 

knowledge of Humana’s operational, financial, and strategic development. Beyond 

Humana, Mr. McCallister plays a leadership role in key business advocacy 

organizations. He served on the board of the Business Roundtable and is the past 

chair of the organization’s Health and Retirement Task Force. 

Marsha C. Williams 

67. Defendant Marsha C. Williams (“Williams”) has served as a director of the 

Company since 2008. Additionally, Williams serves on the Company’s Finance Committee, 

Human Capital and Compensation Committee, and Nominating and Corporate Governance 

Committee. Previously, Williams served on the Company’s Audit Committee, as well as the Risk 

and Compliance Committee. 

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68. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Williams beneficially owned 64,550 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Williams beneficially owns 77,508.939 shares of the Company’s 

common stock. 

69. According to the Company’s 2020 Proxy Statement, in 2019 Williams received 

total compensation of $300,000. This included $150,000 in cash and $150,000 in stock awards. 

70. According to the Company’s 2020 Proxy Statement, Williams is a “Retired Senior 

Vice President & Chief Financial Officer of Orbitz Worldwide, Inc from July 2007 to December 

2010; Executive Vice President & Chief Financial officer of Equity Office Properties Trust from 

2002 to 2007; Director of McDermott International, Inc.; Lead Independent Director of Modine 

Manufacturing Company; Director of the Davis Funds; former Supervisory Director of Chicago 

Bridge & Iron Company N.V.. which merged into McDermott International, Inc. in 2018.” 

71. The Company’s 2020 Proxy Statement stated the following about Defendant 

Williams: 

Ms. Williams’s qualifications for service as a director include her extensive 

experience in financial matters including 42 years in finance and her service as the 

Chief Financial Officer of Orbitz and Equity Office Properties Trust as well as her 

service on the board of directors of other publicly traded corporations and mutual 

funds. Ms. Williams also possesses knowledge and experience in the financial 

services industry gained through her 15 years of service with other banking 

organizations. 

Nicholas K. Akins 

72. Defendant Nicholas K. Akins (“Akins”) has served as a director of the Company 

since 2013. Additionally, Akins serves as the chairman of the Company’s Nominating and 

Corporate Governance Committee and is a member of the Company’s Finance Committee and 

Technology Committee. Previously, Akins served on the Company’s Human Capital and 

Compensation Committee. 

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73. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Akins beneficially owned 31,455 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Akins beneficially owns 38,494.826 shares of the Company’s 

common stock. 

74. According to the Company’s 2020 Proxy Statement, in 2019 Akins received total 

compensation of $230,000. This included $105,000 in cash and $125,000 in stock awards. 

75. According to the Company’s 2020 Proxy Statement, Akins is “Chair, President, & 

Chief Executive Officer of American Electric Power Company.” 

76. The Company’s 2020 Proxy Statement stated the following about Defendant Akin: 

Mr. Akins’ qualifications for service as a director include business expertise as the 

Chief Executive Officer of a large, multi- state electric utility where he focuses on 

local operating utilities, community involvement, government relations, and 

regulations at the state, local, and federal levels. Mr. Akins has experience in all 

facets of operational, financial, and compliance-related activities in a heavily 

regulated business and industry. He also has experience overseeing cyber-related 

activities in business systems and critical infrastructure. 

B. Evan Bayh III 

77. Defendant B. Evan Bayh III (“Bayh”) has served as a director of the Company since 

2011. Additionally, Bayh serves on the Company’s Nominating and Corporate Governance 

Committee, as well as the Company’s Technology Committee. Previously, Bayh served on the 

Company’s Risk and Compliance Committee. 

78. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Bayh beneficially owns 23,981 shares of the Company’s common stock. 

79. According to the Company’s 2020 Proxy Statement, in 2019 Bayh received total 

compensation of $220,000. This included $95,000 in cash and $125,000 in stock awards. 

80. According to the Company’s 2020 Proxy Statement, Bayh is “Senior Advisor to 

the private equity firm, Apollo Global Management; Board of Directors for Marathon Petroleum 

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Corporation, Berry Global Group, Inc., and RLJ Lodging Trust. Previously, Mr. Bayh served as 

Governor of Indiana, as a United States Senator, and as a Partner with the law firms 

McGuireWoods LLP and Cozen O’Connor.” 

81. The Company’s 2020 Proxy Statement stated the following about Defendant Bayh: 

Mr. Bayh’s qualifications for service as a director include two decades of 

experience in government service. First as Governor of Indiana and then in the 

United States Senate, Mr. Bayh dealt with a variety of financial, economic, and 

policy issues that impact a wide variety of businesses. He had supervisory authority 

over thousands of employees and oversaw a budget in excess of $10 billion. As a 

member of the Senate Banking Committee and Chair of the International Trade and 

Finance Subcommittee, Mr. Bayh gained perspective on issues of particular 

relevance to Fifth Third Bancorp. He also has extensive knowledge of cybersecurity 

issues as e Committee and Central Intelligence Agency External Advisory Board. 

Jorge L. Benitez 

82. Defendant Jorge L. Benitez (“Benitez”) has served as a director of the Company 

since 2015. Additionally, Benitez is the chairman of the Company’s Technology Committee and 

serves on the Company’s Finance Committee and Nominating and Corporate Governance 

Committee. Previously, Benitez served on the Company’s Audit Committee, as well as the Risk 

and Compliance Committee. 

83. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Benitez beneficially owned 19,276 shares of the Company’s common stock. According to a SEC 

Form 4 filed on April 16, 2020, Benitez beneficially owns 26,856 shares of the Company’s 

common stock. 

84. According to the Company’s 2020 Proxy Statement, in 2019 Benitez received total 

compensation of $230,000. This included $105,000 in cash and $125,000 in stock awards. 

85. According to the Company’s 2020 Proxy Statement, Benitez is a “Retired Chief 

Executive Officer of North America of Accenture; Director of World Fuel Services Corporation. 

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Previously, from September 2006 to August 2011, Mr. Benitez served as Chief Operating Officer 

of Accenture’s Products Operating Group.” 

86. The Company’s 2020 Proxy Statement stated the following about Defendant 

Benitez: 

Mr. Benitez’s qualifications for service as a director include extensive experience 

developing and executing business strategies across a range of industries, 

particularly consumer products and travel and transportation services. He also has 

significant experience implementing large-sale systems integration programs, as 

well as experience running operating units within a large multinational publiclytraded corporation. 

Katherine B. Blackburn 

87. Defendant Katherine B. Blackburn (“Blackburn”) has served as a director of the 

Company since 2014. Additionally, Blackburn serves on the Company’s Audit Committee and 

the Nominating and Corporate Governance Committee. Previously, Blackburn served on the 

Company’s Risk and Compliance Committee. 

88. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Blackburn beneficially owned 45,807 shares of the Company’s common stock. According to a 

SEC Form 4 filed on April 16, 2020, Blackburn beneficially owns 111,734.12 shares of the 

Company’s common stock. 

89. According to the 2020 Proxy Statement, in 2019 Blackburn received total 

compensation of $220,000. This included $95,000 in cash and $125,000 in stock awards. 

90. According to the Company’s 2020 Proxy Statement, Blackburn is “Executive Vice 

President of the Cincinnati Bengals, Inc.” 

91. As disclosed in the Company’s 2020 Proxy Statement: 

One of our directors, Katherine B. Blackburn, is the Executive Vice President of 

the Cincinnati Bengals professional football team. She and members of her 

immediate family own substantially all of the equity interests in the parent company 

of the Cincinnati Bengals. During 2019, we paid the Cincinnati Bengals 

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approximately $1.8 million for sponsorship arrangements, tickets, and advertising 

expenses. Prior to Ms. Blackburn’s appointment to the Board in September 2014, 

Fifth Third and the Cincinnati Bengals signed a five-year contract extension for 

these arrangements that calls for total payments by Fifth Third Bancorp during that 

period of over $7.9 million. By virtue of Ms. Blackburn’s being an executive officer 

and a principal owner is deemed to be a related party having a direct material 

interest in these arrangements. 

92. The Company’s 2020 Proxy Statement stated the following about Defendant 

Blackburn: 

Ms. Blackburn’s qualifications for service as a director include business experience 

in running operations for the Cincinnati Bengals professional football franchise. 

She has extensive experience with human resource and personnel matters, cost and 

efficiency management, and business negotiations. Ms. Blackburn also has 

extensive experience with management of diversity and inclusion initiatives for 

large organizations through her role on the National Football League’s Diversity 

Committee. Additionally, Ms. Blackburn holds a law degree and brings to the 

Board knowledge and familiarity of Fifth Third and the City of Cincinnati. 

Emerson L. Brumback 

93. Defendant Emerson L. Brumback (“Brumback”) has served as a director of the 

Company since 2009. Additionally, Brumback serves as the chairman of the Company’s Risk and 

Compliance Committee, and serves on the Company’s Finance Committee and the Human Capital 

and Compensation Committee. Previously, Brumback served as the chairman of the Audit 

Committee and served on the Company’s Finance Committee. 

94. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Brumback beneficially owned 55,981 shares of the Company’s common stock. According to a 

SEC Form 4 filed on April 16, 2020, Brumback beneficially owns 66,471 shares of the Company’s 

common stock. 

95. According to the Company’s 2020 Proxy Statement, in 2019 Brumback received 

total compensation of $255,000. This included $130,000 in cash and $125,000 in stock awards. 

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96. According to the Company’s 2020 Proxy Statement, Brumback is a “Retired 

President & Chief Operating Officer of M&T Bank; Former Director of M&T Bank Corporation; 

Vice Chair of the Board of the Ascendium Education Group.” 

97. The Company’s DEF 14A Proxy Statement filed on March 6, 2019 (the “2019 

Proxy Statement”) stated the following about Defendant Russell: 

Mr. Brumback’s qualifications for service as a director include banking expertise 

through his 30 years of experience in the financial services industry with several 

banking organizations. He has gained valuable insight through his experience in 

executive positions overseeing many aspects of the banking field, including retail 

banking, commercial banking, banking operations, and systems. Mr. Brumback 

also brings his experience as a former board member with another financial services 

company. 

Jerry W. Burris 

98. Defendant Jerry W. Burris (“Burris”) served as a director of the Company from 

2016 until resigning in June 2020. Additionally, Burris previously served on the Company’s Audit 

Committee and the Company’s Risk and Compliance Committee. 

99. According to the Company’s 2020 Proxy Statement, as of December 31, 2019, 

Burris beneficially owns 10,670 shares of the Company’s common stock. 

100. According to the Company’s 2020 Proxy Statement, in 2019 Burris received total 

compensation of $130,000. This included $105,000 in cash and $125,000 in stock awards. 

101. According to the Company’s 2020 Proxy Statement, Burris is “President and Chief 

Executive Officer of Midwest Can & Container Specialties Company; Former President & Chief 

Executive Officer of Associated Materials Group, Inc.; Previous Division President of General 

Electric; Current Director of nVent PLC and former Director of Pentair PLC.” 

102. On June 16, 2020, Fifth Third filed a Current Report on Form 8-K with the SEC 

(the “June 2020 8-K”). The June 2020 8-K stated, in relevant part: 

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On June 15, 2020, Jerry W. Burris notified the Board of Directors (the “Board”) of 

Fifth Third Bancorp (the “Company”) of his resignation as a director of the 

Company. Mr. Burris’ resignation was due to scheduling conflicts with Board 

meeting dates that have arisen in relation to his expanding responsibilities as the 

Chief Executive Officer of Midwest Can Company and was not the result of any 

dispute or disagreement with the Company on any matter relating to its operations, 

policies, or practices. 

103. The Company’s 2020 Proxy Statement stated the following about Defendant 

Burris: 

Mr. Burris’ qualifications for service as a director include management expertise as 

the President and Chief Executive Officer of Associated Materials and as a division 

president with General Electric. Mr. Burris’s expertise includes strong technical 

marketing skills, a sound understanding of how to best integrate technology, rapid 

innovation, mergers and acquisitions, and cost and efficiency management. He also 

brings experience from his service on a public company board’s compensation and 

governance and audit committees. 

104. The Company’s current Board is comprised of fifteen (15) directors: Defendants 

Carmichael, Daniels, Harvey, Heminger, Hoover, Mallesch, McCallister, Williams, Akins, Bayh, 

Benitez, Blackburn, and Brumback, and non-parties Mitchell S. Feiger (“Feiger”) and Linda W. 

Clement-Holmes (“Clement-Holmes”).

105. Defendants Carmichael, Tuzun, Forrest, Daniels, Harvey, Heminger, Hoover, 

Mallesch, McCallister, Williams, Akins, Bayh, Benitez, Blackburn, Brumback, and Burris are 

sometimes collectively referred to herein as the “Individual Defendants.” 

FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS 

106. By reason of their positions as officers, directors, and/or fiduciaries of Fifth Third 

and because of their ability to control the business and corporate affairs of the Company, the 

Individual Defendants owed Fifth Third and its shareholders fiduciary obligations of loyalty, care 

and good faith, and were and are required to use their utmost ability to control and manage the 

Company in a fair, just, honest, and equitable manner. The Individual Defendants were and are 

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required to act in furtherance of the best interests of Fifth Third and its shareholders to benefit all 

shareholders equally and not in furtherance of their personal interest or benefit. 

107. Each director and officer of the Company owes to Fifth Third and its shareholders 

the fiduciary duty to exercise good faith and diligence in the administration of the Company’s 

affairs and in the use and preservation of its property and assets, and the highest obligations of fair 

dealing. 

108. The Individual Defendants, because of their positions of control and authority as 

directors and/or officers of Fifth Third, were able to and did, directly and/or indirectly, exercise 

control over the wrongful acts complained of herein, as well as the contents of various public 

statements issued by the Company. Due to their positions with Fifth Third, each of the Individual 

Defendants had knowledge of material non-public information regarding the Company. 

109. To discharge their duties, the Individual Defendants were required to exercise 

reasonable and prudent supervision over the management, policies, practices, and controls of the 

Company. By virtue of such duties, the officers and directors of Fifth Third were required to, 

among other things: 

a. Exercise good faith to ensure that the affairs of the Company were 

conducted in an efficient, business-like manner to make it possible to 

provide the highest quality performance of their business; 

b. Exercise good faith to ensure that the Company was operating in a diligent, 

honest and prudent manner and complied with all applicable federal, state 

and foreign laws, rules, regulations and requirements, and all contractual 

obligations, including acting only within the scope of its legal authority; 

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c. Exercise good faith in supervising the preparation, filing and/or 

dissemination of financial statements, press releases, audits, reports or other 

information required by law, and in examining and evaluating any reports 

or examinations, audits, or other financial information concerning the 

financial condition of the Company; 

d. Refrain from unduly benefiting themselves and other Company insiders at 

the expense of the Company; and 

e. When put on notice of problems with the Company’s business practices and 

operations, exercise good faith in taking appropriate action to correct the 

misconduct and prevent its recurrence. 

110. Moreover, Fifth Third’s board of directors adopted a Code of Business Conduct 

and Ethics (“Code”). The Code “applies to all officers, directors, employees and contractors of 

Fifth Third Bancorp, our subsidiaries and our affiliates. Anyone who violates the spirit or letter 

of the Code may face disciplinary action, up to and including termination.” 

111. The Code identifies Fifth Third’s Core Values Test and instructs officers, directors, 

employees, and contractors to ask the questions listed below if uncertainty arises regarding a 

certain action: 

1. Is the action legal? 

2. Does it comply with our Code of Business Conduct & Ethics and 

related policies? 

3. Does it reflect our core values? 

4. Would I be comfortable if I read about it in the news? 

5. Would it be ok if my manager or other employees did it? 

6. Would it keep Fifth Third and our shareholders from experiencing 

loss, harm, or unnecessary risk? 

7. Does it feel like the right thing to do? 

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112. The Code further states, in relevant part: 

Fifth Third Bancorp is committed to minimizing the impact of internal and external 

fraud to both Fifth Third and our customers. Every employee at every level of the 

Bancorp is accountable and expected to do their part to protect Fifth Third 

and our customers from fraudulent activity. There is zero tolerance for internal 

fraud within Fifth Third’s organization and internal fraudulent activity must be 

referred to Bank Protection when suspected. Failure to report fraudulent activity 

exposes Fifth Third to regulatory and compliance violations and could lead to 

significant financial penalties and additional fraud losses. 

(Emphasis added). 

113. The Company also has an Audit Committee, a Human Capital and Compensation 

Committee, a Finance Committee, a Nominating and Corporate Governance Committee, a Risk 

and Compliance Committee, and a Technology Committee. Each committee has a respective 

charter to govern the committee members’ duties and responsibilities. 

114. The Audit Committee serves in this role for both Fifth Third and Fifth Third Bank. 

115. The Audit Committee Charter states the following, in part: 

The Committee’s primary purposes are to: 

 Oversee the accounting and financial reporting processes of the Corporation 

and the audits of the financial statements of the Corporation. 

 Provide assistance to the Corporation’s Board by monitoring: 

1. the integrity of the financial statements of the Corporation, 

2. the independent auditors’ qualifications and independence, 

3. the performance of the Corporation’s and its subsidiaries’ internal 

audit function and independent auditors, 

4. the Corporation’s system of internal controls, and 

5. the Corporation’s financial reporting and system of disclosure 

controls. 

 Provide assistance to the Bank’s Board by monitoring: 

1. the integrity of the financial statements of the Bank, 

2. the Bank’s system of internal controls, 

3. the Bank’s financial reporting, and 

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4. the compliance by the Bank with applicable legal and regulatory 

requirements 

 Prepare the Committee report required by the rules of the SEC to be 

included in the Corporation’s annual proxy statement 

* * * 

D. Bank Financial Reporting / Internal Controls 

 Review, discuss with management (and, if deemed necessary, the internal 

and external auditors) and approve the Bank’s financial statements, any 

reports required by the Bank’s State of incorporation, and the Bank’s 

representations made to the Corporation regarding the same. 

 Discuss with management (and, if deemed necessary, the internal and 

external auditors) significant financial reporting issues and significant 

accounting policies and judgments made in connection with the preparation 

of the Bank’s financial statements and call reports, including any significant 

changes in the Bank’s selection or application of accounting principles. 

 Discuss with management and the internal auditors the effect of regulatory 

and accounting initiatives and off-balance sheet transactions on the Bank’s 

financial statements and any necessary disclosures related thereto. 

 Review all material written communication between the independent 

auditors and Bank management. 

 Discuss with the Bank’s internal auditors and management their 

assessments of the adequacy of the Bank’s internal controls, including 

an assessment of whether management is diligently resolving any 

internal control weaknesses. 

 Review with management and the independent auditors the basis for the 

reports, if any, required to be filed by management and by the independent 

auditors with the FDIC pursuant to 12 C.F.R. Sections 363.2 (a) and (b) and 

Sections 363.3 (a) and (b), respectively. 

 Discuss with the Bank’s internal auditors and management any 

weaknesses or deficiencies that any of the foregoing have identified 

relating to financial reporting, internal controls or other related 

matters and management’s proposals for rectifying such weaknesses or 

deficiencies, including the prevention or detection of management 

override or compromise of the internal control system. 

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 Monitor the Bank’s progress in promptly addressing and correcting any and 

all identified weaknesses or deficiencies in financial reporting, internal 

controls or related matters. 

 Discuss with management, the Risk and Compliance Joint Committee and 

the internal auditors the Bank’s compliance with applicable laws and 

regulations and from time to time advise the Bank’s Board of Directors with 

respect to the same. 

 Work with the Risk and Compliance Joint Committee to ensure that any and 

all audit related deficiencies identified in any audit, Supervisory Issue or 

Order are properly addressed and that the Audit Committee is informed of 

management’s progress in responding to any audit, Supervisory Issue or 

Order. 

* * * 

 H. Compliance Oversight 

 Review procedures designed to identify related party transactions that are 

material to the financial statements or otherwise require disclosure. 

 Establish procedures and require the Corporation to obtain or provide the 

necessary resources and mechanisms for (i) the receipt, retention and 

treatment of complaints received by the Corporation regarding accounting, 

internal accounting controls or auditing matters, and (ii) the confidential, 

anonymous submission by employees of the Corporation of concerns 

regarding questionable accounting or auditing matters. 

 Discuss with management and the independent auditors any 

correspondence with regulators or governmental agencies and any 

employee complaints or published reports which raise material issues 

regarding the Corporation’s financial statements or accounting 

policies. 

 Discuss with the Corporation’s General Counsel and Chief Risk Officer 

legal matters that may have a material impact on the financial statements 

and that may have an impact on the Corporation’s compliance policies. 

 Oversee the administration of the Corporation’s Code of Business 

Conduct and establish an enforcement mechanism for the 

Corporation's Code of Business Conduct and Ethics. 

 Consider any material waivers of the Corporation's Code of Business 

Conduct and recommend to the Board of Directors of the Corporation 

whether or not to grant such waiver. 

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 Receive and review reporting regarding calls to the Corporation’s 

Ethics Line. 

(Emphasis added). 

116. The Human Capital and Compensation Committee Charter states the following, in 

part: 

The Committee's primary purposes are to: 

 Discharge the Corporation’s responsibilities relating to the compensation of 

the Corporation’s Executive Officers. The Committee has overall 

responsibility for overseeing the benefit, bonus, incentive compensation, 

severance, equity-based or other compensation plans, policies and programs 

of the Corporation and its subsidiaries. 

 Oversee management’s development and implementation of the incentive 

compensation strategy for the Corporation. 

 Oversee the incentive compensation plans, policies and programs 

encompassing those employees of the Corporation and its subsidiaries who, 

either individually or as part of a group, have the ability to expose the 

Corporation to material risk (“Covered Employees”). 

 Implement Chief Executive Officer (“CEO”) succession planning. 

 Make recommendations regarding director compensation to the Board of 

Directors. 

 Prepare the annual report on executive compensation for inclusion in the 

Corporation’s proxy statement, including review and discussion of the 

Compensation Discussion & Analysis with Management and disclosure of 

whether the Committee has retained or obtained the advice of a 

compensation consultant and if the work of the compensation consultant has 

raised any conflict of interest and, if so, the nature of the conflict and how 

it is being addressed. 

117. The Finance Committee Charter states the following, in part: 

The Committee's primary purpose is to exercise, during the intervals between the 

meetings of the Board of Directors, all the powers of the Board of Directors of the 

Corporation and the Bank in the management of the business, properties and affairs 

of the Corporation and the Bank that may be permissibly exercised by a committee 

thereof. 

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118. The Nominating and Corporate Governance Committee Charter states the 

following, in part: 

The Committee's primary purposes are to: 

 Develop and recommend to the Board of Directors corporate governance 

policies and guidelines for the Corporation and for identifying and 

nominating director and committee member candidates; and 

 Nominate directors for election to the Board of Directors and recommend 

appointment to committee membership. 

119. The Risk and Compliance Committee Charter states the following, in part: 

The Committee’s sole and exclusive function is responsibility for the risk 

management policies of the Corporation’s and the Bank’s global operation 

and oversight of its global risk management framework. In furtherance of this 

function, the Committee shall: 

 Oversee management’s compliance with all of Fifth Third’s regulatory 

obligations arising under applicable federal and state banking laws, 

rules and regulations; 

 Oversee management’s development and implementation of the global Risk 

Management Framework (“Framework”), inclusive of the risk appetite, 

with an enterprise view of risk capacity, risk tolerances, risk limits, and key 

risk indicators which are integral components of the Framework. In 

addition, the Framework includes consistent processes for identifying, 

assessing, managing, monitoring and reporting risks of all types, including 

the categories of credit risk, market risk, liquidity risk, operational risk, 

regulatory compliance risk, legal risk, reputation risk and strategic risk; 

 Oversee the fiduciary activities and fiduciary policies of the 

Corporation and its bank subsidiaries; and 

 Ensure that risk processes are supported by a risk governance structure that 

includes oversight by the Boards of Directors of the Corporation and the 

Bank, policies, risk limits, and risk committees, and further by a culture that 

supports risk management objectives and reflects appropriate accountability 

by all lines of defense. 

 Oversee the Company’s supervisory issues and enforcement actions and the 

Corporation’s efforts to remediate them. 

* * * 

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5. Operational Risk 

 Develop and maintain an Operational Risk Management Policy (the “OR 

Policy”), which shall be discussed by the Committee with management. 

Following such discussion, and after taking into consideration any matters 

as the Committee may deem advisable and appropriate, including 

management’s recommendation, the Committee shall annually recommend 

the OR Policy to the Boards of Directors of the Corporation and the Bank 

for approval. In addition, the Committee may authorize management to 

develop and implement any additional detailed policies and procedures 

relating to operational risk as may be consistent with the OR Policy. 

 Review management reports relating to operational risk issues in areas 

including but not limited to: fraud; development of material products 

and services; execution, delivery and process management; acquisition 

integration issues; technology risks and technology strategies; cybersecurity 

incidents and privacy breaches; business disruption and system failures; and 

business practices generally.

6. Legal Risk 

 Management shall develop and maintain a Legal Risk Management Policy 

(the “Legal Risk Policy”), which policy shall be discussed by the 

Committee with management. Following such discussion, and after taking 

into consideration any matters as the Committee may deem advisable and 

appropriate, including management’s recommendation, the Committee 

shall annually recommend the Legal Risk Policy to the Boards of Directors 

of the Corporation and the Bank for approval. In addition, the Committee 

may authorize management to develop and implement any additional 

detailed policies and procedures relating to legal risk as may be consistent 

with the Legal Risk Policy. 

 Review management reports relating to legal risk issues in areas 

including but not limited to: material litigation, legal settlements and 

defense complaints. 

* * * 

10. Fiduciary Activities 

 Exercise general supervision over the exercise of the trust and other 

fiduciary powers of the Corporation, the Bank and their subsidiaries. In this 

capacity, the Committee will review and approve new trust accounts 

identified under the Corporation’s policies as high-risk accounts and 

business initiatives by the wealth and asset management division. In 

discharging their responsibilities, the Committee shall review periodic 

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reports from designated management committees regarding the fiduciary 

activities of the Bank and other subsidiaries. 

 Oversee of the fiduciary structure of the Corporation. In this regard, the 

Committee shall review and approve the policies and controls for each 

subsidiary including the Bank. The Committee shall review the reports from 

the management committees identifying significant trust and other fiduciary 

issues including internal audit results, internal compliance reports, internal 

investment reviews, regulatory exam results and material litigation. 

(Emphasis added). 

120. The Technology Committee Charter states, in part: 

The Committee's primary purpose is to assist the Boards of Directors in their 

oversight of technology and innovation strategies, plans and operations, 

information, cybersecurity and data privacy risk management and third party 

technology risk management. 

* * * 

C. Information, Cybersecurity and Data Privacy Risk Management 

 Receive reports from members of management, including, but not limited 

to, the Chief Information Officer, the Chief Risk Officer, the Chief 

Information Security Officer, Chief Data Officer, and other officers or 

employees as appropriate, regarding the Corporation’s practices, 

management and functioning of technology operations and information 

security, cybersecurity and data privacy risks, including reports related to 

the assessment, analysis, and mitigation of related risk. 

 Review or discuss, as and when appropriate, the Corporation’s technology 

policies, standards, and controls 

121. Each Individual Defendant, by virtue of his position as a director and/or officer, 

owed to the Company and its shareholders the fiduciary duties of loyalty, care and good faith, and 

the exercise of due care and diligence in the management and administration of the affairs of the 

Company, as well as in the use and preservation of its property and assets. The conduct of the 

Individual Defendants complained of herein involves a knowing and culpable violation of their 

obligations as directors and/or officers of Fifth Third, the absence of good faith on their part and a 

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reckless disregard for their duties to the Company and its shareholders that the Individual 

Defendants were aware or should have been aware posed a risk of serious injury to the Company. 

122. The Individual Defendants breached their duties of loyalty, care and good faith by: 

(i) failing to implement and enforce a system of effective internal controls and procedures; 

(ii) failing to exercise their oversight duties by not monitoring the Company’s compliance with 

state and federal laws and the Company’s internal policies and procedures; (iii) consciously 

disregarding and failing to ensure that the Company was following proper sales practices, resulting 

in the commencement of the CFPB Action and the Securities Class Action; (iv) failing to fully, 

fairly, and timely disclose the scope and impact of the improper sales practices taught to and used 

by the Company’s employees and managers; (v) failing to timely take corrective action to reduce 

and/or eliminate the illegal sales practices taught to and used by the Company’s employees and 

managers; (vi) failing to revise the Company’s incentive pay structure to reduce the likelihood of 

employees and managers engaging in unlawful sales practices; (vii) making and/or causing the 

Company to make false and misleading statements and/or material omissions resulting in the 

commencement of the Securities Class Action; (viii) allowing the Company to violate multiple 

federal and state laws and regulations; (ix) failing to take appropriate remedial action when the 

Board knew, or should have known, that there was pervasive misconduct at the Company; 

(x) failing to act in the best interests of the Company and instead acting for their own self-interest; 

and (xi) consciously causing substantial damage to the Company’s credibility, corporate image, 

and goodwill. 

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SUBSTANTIVE ALLEGATIONS 

Fifth Third Utilized and Encouraged Cross-Selling Business Strategies and Incentive 

Programs For Years 

123. As part of the Company’s business practices, Fifth Third Bank employed CrossSelling.6

 This business strategy was used by Fifth Third Bank until at least 2016, and as more 

fully discussed below, recent SEC filings indicate that Cross-Selling is a still an aspect of Fifth 

Third’s business strategy. 

124. Fifth Third Bank’s Cross-Selling was designed to increase the total number of 

products and services that were provided to existing bank clients. 

125. Employees of Fifth Third Bank were incentivized to aggressively support and 

utilize Cross-Selling, as performance ratings and retention were conditioned upon achieving 

ambitious sales goals. Further, incentive compensation awards for managers were largely 

premised on lower-level employees selling new products and services to existing customers 

through Cross-Selling. 

126. The sales goals imposed upon Fifth Third Bank employees and incorporated into 

the incentive-based compensation program “were often set at a level higher than the anticipated 

sales for thousands of employees.”7

 

127. In an effort to achieve lofty sales goals, employees began opening unauthorized 

consumer-financial products and services, the Unauthorized Accounts. As alleged in the CFPB 

Action, Fifth Third Bank employees “opened deposit accounts in consumers’ names; . . . issued 

credit cards; . . . and opened lines of credit on consumers’ accounts.”8

6

 Cross-selling is a business strategy (hereinafter referred to as “Cross-Selling”) that purportedly allows 

banks and nearly every other business to achieve organic growth cheaper than obtaining new clients and 

serves to promote customer retention. 

7

 Compl. ¶ 15, CFPB Action, ECF No. 1. 

8 Id. ¶ 5. 

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128. Once Fifth Third Bank employees established Unauthorized Accounts in existing 

clients’ names, employees would “transfer[] funds from consumers’ existing accounts to new, 

improperly opened accounts [or] . . . enroll[] customers in online-banking services.”9

129. A Fifth Third Bank employee’s failure to achieve the established sales goals could 

result in the employee receiving a substandard or low performance review and in certain instances, 

employees may be subject to termination.10

130. After an extensive investigation, the CFPB alleges that: 

Fifth Third imposed sales goals on all levels of Branch employees as part of its 

efforts to cross-sell; set goals that thousands of its employees could not achieve; 

threatened employees with termination or other disciplinary action if they failed to 

meet their goals; established a system under which managers pressured subordinate 

employees to sell; failed to take steps to determine and address a root cause of 

unauthorized accounts, which was consistently said by employees to be intense 

sales pressure; failed to close known loopholes in its collection of proof of 

consumer authorization, thereby making it easy for employees to open accounts 

without valid signature cards for deposit accounts or applications for credit 

products; and failed to take reasonable steps to identify, notify, and remediate 

identifiable consumers victimized by unauthorized account-openings.11

131. Fifth Third and the Individual Defendants were aware, should have been aware, or 

willfully, negligently, or intentionally ignored the fraudulent actions of its employees and 

managers involving the opening of the Unauthorized Accounts. 

132. According to the CFPB Action, Fifth Third Bank was aware of the employees’ 

actions and these Unauthorized Accounts since 2008.12

133. In an email dated June 8, 2010, a Fifth Third Bank employee who was identified 

by the CFPB as the “head of retail banking” noted: 

Performance is high, but my belief around [the] method of achieving success is 

somewhat suspect. [Redacted] and his leadership team have a reputation of less 

9 Id. 10 Id. ¶ 15. 

11 Id. ¶ 67. 

12 Id. ¶ 5. 

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than desirable sales management practices. Bullying and threats are often used to 

achieve results. As you probably know, there have been consistent problems around 

unauthorized credit card sales in Chicago.13

134. Additionally, in a 2011 letter to management (the “Letter”), a Fifth Third Bank 

employee raised concerns regarding the Company’s culture. The Letter indicates that the 

employee attempted to previously raise the concerns through the Company’s ethics hotline (which 

is overseen by the Audit Committee); however, the concerns went unresolved: 

I have tried to raise concerns through the ethics hotline, however it doesn’t appear 

that anything has come of it. I have notified them on numerous occasions. I have 

notified my FCM and CSM as well, and they have forwarded my concerns to their 

management team never to receive a response as well. My management team 

supports me 100%, and operates as I do with a high degree of integrity. Their 

support is the sole reason I have lasted here for 2 years and I owe them a great deal 

of respect.14

135. The Letter raises concerns regarding unethical behavior at Fifth Third Bank 

regarding accounts, as well as perceived sexual harassment. The Letter states, in relevant part: 

I can only speak on behalf of my region, but I would consider many of the sales 

practices and tactics used to be predatory. Many of these sales practices were 

brought to us by regional and market management. They are openly discussed on 

our conference calls. Policies such as “everyone should have 2-3 checking 

accounts”, or people “upgrading” (switching existing MasterCard customers to 

Visa rewards) credit cards for [a] customer without telling them they are applying 

for new credit”. We are becoming a “predatory” institution. 

Every week I come across at least 1 or 2 customer[s] that have been taken advantage 

of. The most common thing I see is customers that have 2 or 3 other checking 

accounts that they didn’t even know they had. Some customers have secure 

checking accounts only to be used for ID Alert. When they can simply add ID alert 

to the DDA they already have. Some customers have the Secure Checking account 

as a secondary and are paying for ID alert on their primary checking account. I 

come across Hispanic customers that don’t understand or speak English that were 

sold products they don’t understand by individuals that don’t speak Spanish. 

* * * 

13 Opp’n to Mot. to Transfer Venue (“Opp’n Mot.”), Ex. 1, CFPB Action, ECF No. 39-2. 

14 Id., Ex. 2 at 1, ECF No. 39-3. 

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The motivation for these practices is simple, if you don’t meet your goal you get 

fired. That’s what I’ve been told, and that’s what other employees have been told, 

they are pushing the ethical envelope in order to save their jobs. I do not open as 

many accounts as some of my peers and the main reason is I refuse to partake in 

the practices. I brought specific issues to the attention of my manager and the 

regional manager, on numerous occasions. Being able to open and close accounts 

existing customer accounts or adding 3 ddas to existing customers is being 

perceived as production. We aren’t gaining new households; we’re simply 

rotating our existing customer base for numbers, in fact we’re losing more 

customers than we’re gaining, and costing the bank money. Many customers are 

frustrated with the sales practice and subsequently leaving the bank.15

136. Based on ¶¶ 130 – 35, Fifth Third and the Individual Defendants were on notice, 

should have been on notice, or willfully, negligently, or intentionally ignored the fraudulent actions 

of its employees and predatory sales and business practices employed surrounding the 

Unauthorized Accounts. 

137. Fifth Third and the Individual Defendants were aware of the questionable business 

tactics associated with Cross Selling. As alleged in the CFPB Action, “Fifth Third [Bank] tracked 

internally investigated cases of what it called ‘gaming.’ Gaming, according to Fifth Third, includes 

opening unauthorized accounts.”16 

138. Strikingly, Fifth Third Bank admitted that between 2010 and 2016, it had opened 

at least 1,000 Unauthorized Accounts.17

139. Even though Fifth Third Bank admits that Unauthorized Accounts were opened, 

the Company and the Individual Defendants failed to address the growing problem and instead, 

continued to incentivize employees and managers based on Cross Selling metrics. 

15 Id. at 2-3 (emphasis added). 

16 Opp’n Mot. at 5, ECF No. 39; see also id., Ex. 3 at 30:21-24(“Gaming would hone [sic] in more on 

something that potentially could have harmed a customer, like we did something without the consent of a 

customer.”), ECF No. 39-4; id., Ex. 5 at 14:7-9 (suggesting that potential gaming is exemplified when 

“[c]ustomer alleges or complains that they received a credit card and they didn’t apply for the credit card”), 

ECF No. 39-6. 

17 Def.’s Mot. to Transfer Venue at 6, CFPB Action, ECF No. 20. 

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140. The Company’s DEF 14A Proxy Statement filed on March 9, 2017 (the “2017 

Proxy Statement”) explained the 2017 executive compensation plan changes, including that 

“customer experience was added to the plan as a funding modifier.” The 2017 Proxy Statement 

explains that, “[t]he addition of customer experience to the plan will add specific focus to the 

cornerstone of our business strategy of ‘putting the customer at the center of all we do.’” 

141. The 2017 Proxy Statement also includes changes that the Company made to 

performance goals, including criteria that would award executives for the following: “Workforce, 

customer or market-related objectives (including, but not limited to, employee satisfaction, 

customer satisfaction, customer growth, number or type of customer relationships and market 

share)” (emphasis added). Therefore, the Company’s executives were also being incentivized to 

increase customer growth and the number or type of customer relationships. As a result, the 

Company’s executives were motivated to push Cross-Selling and aggressive incentives on the 

Company’s employees. 

142. Fifth Third Bank, the Company, and the Individual Defendants failed to adequately 

address the issues surrounding Cross-Selling or “gaming”. In fact, it is noted by the Company’s 

corporate designee in the CFPB Action, Darrin Steinmann, that “[Fifth Third Bank does not] have 

a systematic way of detecting gaming.”18 Darrin Steinmann has been the Company’s Director of 

Corporate Investigations for more than twenty-five years. 

143. The Company and the Individual Defendants failed to adequately and sufficiently 

implement, monitor, and oversee the incentive programs tied to Fifth Third Bank’s Cross-Selling 

business strategy. 

18 Opp’n Mot., Ex. 5 at 13:15-16, ECF No. 39-6. 

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144. Upon learning of the Unauthorized Accounts, the Company and the Individual 

Defendants failed to detect, stop, identify, and remediate harm caused to clients. 

Fifth Third and the Individual Defendants Issued False and Misleading Statements 

2015 Form 10-K 

145. On February 25, 2016, Fifth Third filed an Annual Report on Form 10-K with the 

SEC for the period ending December 31, 2015 (the “2015 Form 10-K”). 

146. According to the 2015 Form 10-K, the Company reported $1.712 billion in net 

income attributable to the Company and $1.637 billion in net income available to common 

shareholders. Additionally, basic earnings per share were $2.03 and diluted earnings per share 

were $2.01. 

147. The 2015 Form 10-K touted the Company’s support and use of Cross-Selling to 

reign in higher profits. According to the 2015 Form 10-K: 

The Bancorp, through Fifth Third Capital Holdings, a wholly-owned indirect 

subsidiary of the Bancorp, invests as a limited partner in private equity funds which 

provide the Bancorp an opportunity to obtain higher rates of return on invested 

capital, while also creating cross-selling opportunities for the Bancorp’s 

commercial products. 

148. According to the 2015 Form 10-K, the Company exploits its multiple business 

segments in an effort to expand and capitalize upon potential Cross-Selling opportunities. 

Specifically, the 2015 Form 10-K notes, “the business segments form synergies by taking 

advantage of cross-sell opportunities and when funding operations by accessing the capital markets 

as a collective unit.” 

149. While the Company indicates that it capitalizes and exploits Cross-Selling 

opportunities, Fifth Third suggests that it has safeguards in place to prevent the Unauthorized 

Accounts aforementioned. Specifically, the 2015 10-K states: 

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Regulatory Compliance Risk Management provides independent oversight to 

ensure that an enterprise-wide framework, including processes and procedures, are 

in place to comply with applicable laws, regulations, rules and other regulatory 

requirements; internal policies and procedures; and principles of integrity and fair 

dealing applicable to the Bancorp’s activities and functions The Bancorp focuses 

on managing regulatory compliance risk in accordance with the Bancorp’s 

integrated risk management framework, which ensures consistent processes for 

identifying, assessing, managing, monitoring and reporting risks[.] 

150. Additionally, Fifth Third acknowledges that the banking industry is under 

heightened scrutiny from regulators and other governmental officials, noting: 

The current regulatory environment, including heightened regulatory expectations 

and material changes in laws and regulations, increases compliance risk. To 

mitigate compliance risk, Compliance Risk Management provides independent 

oversight to ensure consistency and sufficiency, and ensures that lines of business, 

regions and support functions are adequately identifying, assessing and monitoring 

compliance risks and adopting proper mitigation strategies. The lines of business 

and enterprise functions are responsible for managing the compliance risks 

associated with their areas. Additionally, Compliance Risk Management 

implements key compliance programs and processes including but not limited to, 

risk assessments, key risk indicators program, issues tracking, regulatory 

compliance testing and monitoring, anti-money laundering, privacy, and oversees 

the Bancorp’s compliance with the Community Reinvestment Act. 

151. Fifth Third’s management and the Individual Defendants were aware, should have 

been aware, or willfully ignored ongoing compliance risks, and the issues raised by employees 

described in ¶¶ 130 – 35. Specifically, the 2015 Form 10-K states: 

Fifth Third also focuses on reporting and escalation of compliance issues to senior 

management and the Board. The Management Compliance Committee is the key 

committee that oversees and supports Fifth Third in the management of compliance 

risk across the enterprise. The Management Compliance Committee addresses Fifth 

Third-wide compliance issues, industry best practices, legislative developments, 

regulatory concerns, and other leading indicators of compliance risk. The 

Management Compliance Committee reports to the Enterprise Risk Management 

Committee, which reports to Risk and Compliance Committee of the Board of 

Directors. 

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152. Additionally, the 2015 Form 10-K acknowledges that, “Fifth Third is subject to 

various regulatory requirements that may limit its operations and potential growth.” Specifically, 

the 2015 Form 10-K states, in relevant part: 

Under federal and state laws the regulations pertaining to the safety and soundness 

of insured depository institutions and their holding companies, the FRB, the FDIC, 

the CFPB and the Ohio Division of Financial Institutions have the authority to 

compel or restrict certain actions by Fifth Third and its banking subsidiary. . . . In 

addition, Fifth Third, . . . [has] recently been subjected to increased scrutiny from 

government authorities, including bank regulatory authorities, stemming from 

broader systemic regulatory concerns, including with respect to stress testing, 

capital levels, asset quality, provisioning, AML/BSA, consumer compliance and 

other prudential matters and efforts to ensure that financial institutions take steps 

to improve their risk management and prevent future crises. In this regard, 

government authorities, including the bank regulatory agencies, are also pursuing 

aggressive enforcement actions with respect to compliance and other legal matters 

involving financial activities, which heightens the risks associated with actual and 

perceived compliance failures and may also adversely affect Fifth Third’s ability to 

enter into certain transactions or engage in certain activities, or obtain necessary 

regulatory approvals in connection therewith. 

153. Defendants Carmichael, Tuzun, Williams, Akins, Bayh, Benitez, Blackburn, 

Brumback, Heminger, Hoover, and McCallister signed and affirmed the 2015 Form 10-K. 

2016 Form 10-K 

154. On February 24, 2017, Fifth Third filed an Annual Report on Form 10-K with the 

SEC for the period ending December 31, 2016 (the “2016 Form 10-K”). 

155. According to the 2016 Form 10-K, the Company reported $1.564 billion in net 

income attributable to the Company and $1.489 billion in net income available to common 

shareholders. Additionally, basic earnings per share were $1.95 and diluted earnings per share 

were $1.93. 

156. The 2016 Form 10-K contained the same language as the 2015 Form 10-K with 

regards to the Company’s Cross-Selling: 

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[t]he Bancorp, through Fifth Third Capital Holdings, a wholly-owned indirect 

subsidiary of the Bancorp, invests as a limited partner in private equity funds which 

provide the Bancorp an opportunity to obtain higher rates of return on invested 

capital, while also creating cross-selling opportunities for the Bancorp’s 

commercial products. 

* * * 

Additionally, the business segments form synergies by taking advantage of crosssell opportunities and when funding operations by accessing the capital markets as 

a collective unit. 

157. The 2016 Form 10-K also incorporates similar language regarding regulatory 

compliance, heightened regulatory and governmental scrutiny, and that compliance issues are 

raised to the Board of Directors through the Enterprise Risk Management Committee. 

158. The allegations alleged in ¶¶ 149 – 52 are reincorporated as if set forth at length 

herein as substantively similar language from the 2015 Form 10-K appears within the 2016 Form 

10-K. 

159. Defendants Carmichael, Tuzun, Williams, Akins, Benitez, Blackburn, Brumback, 

Burris, Heminger, Hoover, and Mallesch signed and affirmed the 2016 Form 10-K. 

2017 Form 10-K 

160. On February 28, 2018, Fifth Third filed an Annual Report on Form 10-K with the 

SEC for the period ending December 31, 2017 (the “2017 Form 10-K”). 

161. According to the 2017 Form 10-K, the Company reported $2.194 billion in net 

income attributable to the Company and $2.119 billion in net income available to common 

shareholders. Additionally, basic earnings per share were $2.88 and diluted earnings per share 

were $2.83. 

162. The 2017 Form 10-K contained the same language as the 2015 Form 10-K and the 

2016 Form 10-K with regards to the Company’s Cross-Selling: 

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The Bancorp, through Fifth Third Capital Holdings, a wholly-owned indirect 

subsidiary of the Bancorp, invests as a limited partner in private equity funds which 

provide the Bancorp an opportunity to obtain higher rates of return on invested 

capital, while also creating cross-selling opportunities for the Bancorp’s 

commercial products. 

* * * 

Additionally, the business segments form synergies by taking advantage of crosssell opportunities and when funding operations by accessing the capital markets as 

a collective unit. 

163. The 2017 Form 10-K also incorporates similar language regarding regulatory 

compliance, heightened regulatory and governmental scrutiny, and that compliance issues are 

raised to the Board of Directors through the Enterprise Risk Management Committee. 

164. The allegations alleged in ¶¶ 149 - 52 are reincorporated as if set forth at length 

herein, as substantively similar language from the 2015 Form 10-K and 2016 Form 10-K appears 

within the 2017 Form 10-K. 

165. Defendants Carmichael, Tuzun, Williams, Bayh, Benitez, Blackburn, Brumback, 

Burris, Heminger, Hoover, Mallesch, and McCallister signed and affirmed the 2017 Form 10-K. 

2018 Form 10-K 

166. On March 1, 2019, Fifth Third filed an Annual Report on Form 10-K with the SEC 

for the period ending December 31, 2018 (the “2018 Form 10-K”). 

167. According to the 2018 Form 10-K, the Company reported $2.193 billion in net 

income attributable to the Company and $2.118 billion in net income available to common 

shareholders. Additionally, basic earnings per share were $3.11 and diluted earnings per share 

were $3.06. 

168. The 2018 Form 10-K contained the same language as the 2015 Form 10-K, 2016 

Form 10-K, and 2017 Form 10-K with regards to the Company’s Cross-Selling: 

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The Bancorp, through Fifth Third Capital Holdings, a wholly-owned indirect 

subsidiary of the Bancorp, invests as a limited partner in private equity funds which 

provide the Bancorp an opportunity to obtain higher rates of return on invested 

capital, while also creating cross-selling opportunities for the Bancorp’s 

commercial products. 

* * * 

Additionally, the business segments form synergies by taking advantage of crosssell opportunities and when funding operations by accessing the capital markets as 

a collective unit. 

169. The 2018 Form 10-K also incorporates similar language regarding regulatory 

compliance, heightened regulatory and governmental scrutiny, and that compliance issues are 

raised to the Board of Directors through the Enterprise Risk Management Committee. 

170. The allegations alleged in ¶¶ 149 - 52 are reincorporated as if set forth at length 

herein as substantively similar language appears within the 2018 Form 10-K compared to the 2015 

Form 10-K, 2016 Form 10-K, and 2017 Form 10-K. 

171. Defendants Carmichael, Tuzun, Akins, Bayh, Benitz, Blackburn, Brumback, 

Burris, Heminger, Hoover, Mallesch, and McCallister signed and affirmed the 2018 Form 10-K. 

2019 Form 10-K 

172. On March 2, 2020, Fifth Third filed an Annual Report on Form 10-K with the SEC 

for the period ending December 31, 2019 (the “2019 Form 10-K”). 

173. According to the 2019 Form 10-K, the Company reported $2.512 billion in net 

income attributable to the Company and $2.419 billion in net income available to common 

shareholders. Additionally, basic earnings per share were $3.38 and diluted earnings per share 

were $3.33. 

174. The 2019 Form 10-K contained similar language regarding the Company’s use an 

exploitation of Cross-Selling. Specifically, the 2019 Form 10-K states, “the business segments 

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form synergies by taking advantage of cross-sell opportunities and funding operations by accessing 

the capital markets as a collective unit.” 

175. The 2019 Form 10-K also incorporates similar language regarding regulatory 

compliance, heightened regulatory and governmental scrutiny, and that compliance issues are 

raised to the Board through the Enterprise Risk Management Committee. 

176. The allegations alleged in ¶¶ 149 - 52 are reincorporated as if set forth at length 

herein as substantively similar language appears within the 2019 Form 10-K compared to the 2015 

Form 10-K, 2016 Form 10-K, 2017 Form 10-K, and 2018 Form 10-K. 

177. Defendants Carmichael, Tuzun, Williams, Akins, Bayh, Benitez, Blackburn, 

Brumback, Burris, Daniels, Harvey, Heminger, Hoover, Mallesch, and McCallister signed and 

affirmed the 2019 Form 10-K. 

178. The statements identified in ¶¶ 145 - 77 were materially false and misleading 

because the Company and the Individual Defendants failed to disclose material facts regarding 

Fifth Third and the Company’s business practices, operations, incentive programs, as well as Fifth 

Third’s predatory Cross-Selling. Specifically, the Company and the Individual Defendants failed 

to disclose and/or provided false and/or misleading statements with regards to: (i) Company 

employees fraudulently opening Unauthorized Accounts; (ii) the Company incentivizing and 

rewarding employees and management for establishing Unauthorized Accounts; (iii) the 

Company’s and the Individual Defendants’ awareness of the unethical and fraudulent activity 

surrounding the Unauthorized Accounts since at least 2008; (iv) the Company being in violation 

of federal and state laws and regulations designed to protect clients from instances such as the 

opening of Unauthorized Accounts; (v) the Company and Individual Defendants failing to 

implement, maintain, and oversee the Company’s Cross-Selling strategies and initiatives; (vi) the 

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Company and Individual Defendants failing to identify and mitigate misconduct associated with 

Cross-Selling, and failing to remediate the harm caused to consumers who were subjected to 

Unauthorized Accounts; (vii) as a result of (i) – (vi), the Company being subject to a heightened 

level of risk and enforcement action that was not accurately or fully captured in the 2015 Form 10-

K, 2016 Form 10-K, 2017 Form 10-K, 2018 Form 10-K, or 2019 Form 10-K; (viii) Fifth Third’s 

revenue, net income, customer retention, new accounts, inter alia, provided a false and misleading 

picture of the Company’s true financial status as the figures reported contained results based on 

unlawful and unethical conduct that is unsustainable; and (ix) as a result of (i) – (viii), Fifth Third’s 

public statements were materially false and misleading. 

2018-2020 Proxy Statements 

179. On March 6, 2018, the Company filed its DEF 14A Proxy Statement (the “2018 

Proxy Statement”). On March 6, 2019, the Company filed its 2019 Proxy Statement. On March 

4, 2020, the Company filed its 2020 Proxy Statement. Each member of the Board, except for nonparties Feiger and Clement-Holmes, authorized the dissemination of at least one of Fifth Third’s 

2018 Proxy Statement, 2019 Proxy Statement, and 2020 Proxy Statement (collectively, the “Proxy 

Statements”). 

180. According to the Proxy Statements: 

At Fifth Third, we endeavor to attract and retain the best people and motivate them 

to fulfill the Company’s vision of becoming the “One Bank that people most value 

and trust.” We intend to accomplish this by aligning our company strategy and 

goals with our shareholders’ long-term interests, by establishing compensation 

programs that reward our employees for delivering products and services our 

customers highly value, and by avoiding excessive risk. Our compensation 

philosophy guides us in this endeavor. 

(Emphasis added.) 

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181. The Proxy Statements discuss the Company’s executive officers role in 

compensation decisions: 

The chief executive officer annually reviews the performance of each of the other 

Named Executive Officers, which includes a risk performance assessment 

completed by the Company’s chief risk officer. Based on this review, the chief 

executive officer makes compensation recommendations to the Committee, 

including recommendations for salary adjustments, Variable Compensation Plan 

awards, and long-term, equity-based incentive awards. In addition, the chief 

executive officer and certain other members of management annually assess 

performance for other executive officers and make compensation recommendations 

to the Committee. Although the Committee considers these recommendations along 

with data provided by its consultant, F.W. Cook, it retains full discretion to set all 

compensation for the Company’s executive officers. The Committee works directly 

with its consultant to determine compensation for the chief executive officer. The 

chief executive officer has no input into his/her own compensation determinations. 

Additionally, the chief risk officer reviews and evaluates with the Committee all 

executive officer and employee incentive compensation plans, described in more 

detail in the Compensation Risk Management section above. The purpose of the 

review is to confirm that the Company’s incentive compensation plans do not 

incent or pose unnecessary or excessive risks to the Company. 

(Emphasis added.) 

182. According to the 2020 Proxy Statement: 

The Audit Committee has also established Fifth Third’s EthicsLine, a toll-free 

hotline and web portal through which confidential complaints may be made 

regarding: illegal or fraudulent activity; questionable accounting, internal controls, 

or auditing matters; conflicts of interest, dishonest or unethical conduct, including 

incentive gaming; disclosures in the Company’s SEC reports, bank regulatory 

filings, and other public disclosures that are not full, fair, accurate, timely, and 

understandable; violations of our Code of Business Conduct and Ethics; and/or any 

other violations of laws, rules, or regulations. The contact information for the 

EthicsLine is available in the Code of Business Conduct and Ethics, which is 

available at our website. Complaints submitted through this process are presented 

to the Audit Committee on a regular, periodic basis.

(Emphasis added.) 

183. The Individual Defendants encouraged and fostered a culture of unnecessary risk 

taking. Further, the Board and Audit Committee must have been aware of the misconduct because 

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of the Audit Committee’s responsibility for handling employee complaints on a regular basis. As 

described herein, including ¶ 214, the Company received many complaints. Thus, the Proxy 

Statements were false and misleading by stating that the Company’s compensation programs were 

tailored to avoid risks. 

184. The Proxy Statements contained false statements and omitted material facts 

necessary to make the discussion of the Company’s business operations and internal controls not 

false and misleading. Specifically, the Proxy Statements failed to disclose, inter alia, that: (i) the 

Board was on notice for years of the misconduct described herein; (ii) the Company’s use of CrossSelling and incentives caused its employees to engage in the misconduct described herein; (iii) the 

Company was aware of the misconduct as early as 2008, but neglected to design and monitor the 

Company’s Cross-Selling and incentive compensation in a way that would identify and prevent 

the misconduct described herein; (iv) there were material weaknesses in the Company’s internal 

controls; (v) the Company was at a heightened risk of regulatory action due to the misconduct 

described herein; and (vi) the Company’s earnings were at least partially a result of the misconduct 

described herein and were not sustainable. 

185. Further, the Proxy Statements issued by certain of the Individual Defendants were 

false and misleading as to the extent they contained information describing the Company’s 

compliance with governmental policies and regulations. The Proxy Statements were further false 

and misleading as the Individual Defendants failed to comply with the Company’s Code while 

representing that the application of its terms was nonnegotiable. Moreover, the Proxy Statements 

were false and misleading by not disclosing the misconduct discussed herein and the scheme to 

issue false and misleading statements and/or omit material facts necessary for shareholders to make 

informed decisions regarding the Company. 

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Risk and Compliance Changes at Fifth Third Prior to the CFPB Action 

186. On January 30, 2020, Fifth Third filed a Current Report on Form 8-K with the SEC 

(the “January 2020 Form 8-K”). The January 2020 Form 8-K noted that Fifth Third: 

Promoted James C. Leonard to Executive Vice President and Chief Risk Officer, 

. . . Frank R. Forrest has been appointed to the role of Executive Vice President and 

Special Advisor for Risk Management and Regulatory Matters of the Company, to 

serve until December 31, 2020, at which time he will retire from the Company. 

187. On the same day, Fifth Third issued a press release announcing the leadership 

change (the “January 2020 PR”). The January 2020 PR notes that “Frank Forrest . . . has served 

as executive vice president and chief risk officer since 2014.” The January 2020 PR continues to 

state that in Frank Forrest’s new “role he will continue reporting to Greg Carmichael, Fifth Third 

chairman, president and CEO.” 

188. Neither the January 2020 Form 8-K nor the January 2020 PR provide any indication 

as to why the transition of the Company’s Chief Risk Officer was necessary or whether it was 

based on actual or perceived misconduct. Instead, the January 2020 PR states that “changes to 

certain senior leadership roles [were made] in order to position the Company for continued success 

in executing its key strategic priorities.” 

189. Beyond stating that Forrest’s transition would occur, among other executive moves, 

the January 2020 PR simply includes the following quote from Defendant Carmichael: 

Frank has successfully led our risk management transformation and conversion to 

a national charter, and we look forward to his continued counsel and contributions 

as we move through 2020. 

190. The January 2020 PR also stated the following about James C. Leonard, 

Jamie Leonard, who has worked at the Company for more than 20 years, succeeds 

Forrest as chief risk officer. Leonard most recently served as executive vice 

president and treasurer for the past six years. During his tenure as treasurer, he 

managed capital, liquidity and interest rate risk. Leonard also served on the 

corporate credit committee. In his role he will report to Carmichael. 

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The CFPB Action 

191. On March 2, 2020, less than two months after announcing that the Company’s Chief 

Risk Officer was being transitioned into a new role, Fifth Third filed its 2019 Form 10-K. 

192. Under the heading “Governmental Investigations and Proceedings,” the 

Company’s 2019 Form 10-K states: 

For example, the CFPB staff has notified Fifth Third that it intends to file an 

enforcement action in relation to alleged unauthorized account openings. Fifth 

Third believes that the facts do not warrant an enforcement proceeding and intends 

to defend itself vigorously if such an action should be filed. The impact of this 

potential enforcement action has been reflected in our reasonably possible losses. 

193. According to the 2019 Form 10-K: 

For matters where the Bancorp is able to estimate such possible losses or ranges of 

possible losses, the Bancorp currently estimates that it is reasonably possible that it 

could incur losses related to legal and regulatory proceedings, including known 

contemplated enforcement actions and Fifth Third’s intended response to such 

actions, in an aggregate amount up to approximately $56 million in excess of 

amounts accrued. 

194. On March 3, 2020, the day after Fifth Third filed its 2019 Form 10-K the 

Company’s shares opened for trading at $25.72; however, by market close, Fifth Third shares 

closed at $24.44. Over the next few trading days, Fifth Third’s share price continued to fall and 

on March 6, 2020, the Company’s share price fell to $22.20. 

195. Beyond the statement contained within the Company’s 2019 Form 10-K regarding 

the CFPB’s intention to file an enforcement action, the Company and Individual Defendants failed 

to provide investors with full information regarding Fifth Third’s misconduct and the 

Unauthorized Accounts. 

196. The statements regarding the potential CFPB enforcement action are misleading to 

investors and the public as a whole. The Company’s 2019 Form 10-K notes, “Fifth Third believes 

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that the facts do not warrant an enforcement proceeding”; however, as referenced in ¶ 138, Fifth 

Third Bank admitted in the CFPB Action that at least 1,000 Unauthorized Accounts were opened 

between 2010 and 2016, and the Company and Individual Defendants were on notice. 

197. While the 2019 Form 10-K included the minimal statement regarding the CFPB’s 

intention to file a lawsuit, the Company continued to tout Fifth Third’s Cross-Selling, regulatory 

compliance, heightened regulatory and governmental scrutiny, and that compliance issues are 

raised to the Board of Directors through the Enterprise Risk Management Committee. 

198. The statements referenced in ¶¶ 192 – 93 were materially false and misleading 

because the Company and the Individual Defendants failed to disclose material facts regarding 

Fifth Third and the Company’s business practices, operations, incentive programs, as well as Fifth 

Third’s predatory Cross-Selling. Specifically, the Company and the Individual Defendants failed 

to disclose and/or provided false and/or misleading statements with regards to: (i) Company 

employees fraudulently opening Unauthorized Accounts; (ii) the Company incentivizing and 

rewarding employees and management for establishing Unauthorized Accounts; (iii) the Company 

and Individual Defendants being aware of the unethical and fraudulent activity surrounding the 

Unauthorized Accounts since at least 2008; (iv) the Company being in violation of federal and 

state laws and regulations designed to protect clients from instances such as Unauthorized 

Accounts; (v) the Company and Individual Defendants failing to implement, maintain, and oversee 

the Company’s Cross-Selling; (vi) the Company and Individual Defendants failing to identify and 

mitigate misconduct associated with Cross-Selling, and failing to remediate the harm caused to 

consumers who were subjected to Unauthorized Accounts; (vii) as a result of (i) – (vi), the 

Company being subject to a heightened level of risk and enforcement action that was not accurately 

or fully captured in the 2015 Form 10-K, 2016 Form 10-K, 2017 Form 10-K, 2018 Form 10-K, or 

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2019 Form 10-K; (viii) Fifth Third’s revenue, net income, customer retention, new accounts, inter 

alia, provided a false and misleading picture of the Company’s true financial status as the figures 

reported contained results based on unlawful and unethical conduct that is unsustainable; and 

(ix) as a result of (i) – (viii), Fifth Third’s public statements were materially false and misleading. 

199. On March 9, 2020, the CFPB announced that it initiated a lawsuit, the CFPB 

Action, against Fifth Third Bank in the United States District Court, Northern District of Illinois, 

Eastern Division.19

200. The same day the CFPB issued a press release (the “CFPB PR”) entitled “Consumer 

Financial Protection Bureau Files Suit Against Fifth Third Bank, National Association for 

Allegedly Opening Unauthorized Accounts and Enrolling Consumers in Unauthorized Products 

and Services.”20

201. The CFPB’s press release stated, in relevant part: 

The Consumer Financial Protection Bureau (Bureau) today filed a lawsuit in federal 

district court in the Northern District of Illinois against Fifth Third Bank, National 

Association (Fifth Third). The Bureau alleges that for several years Fifth Third, 

without consumers’ knowledge or consent: opened deposit and credit-card accounts 

in consumers’ names; transferred funds from consumers’ existing accounts to new, 

improperly opened accounts; enrolled consumers in unauthorized online-banking 

services; and activated unauthorized lines of credit on consumers’ accounts. The 

Bureau alleges that Fifth Third violated the Consumer Financial Protection Act’s 

prohibition against unfair and abusive acts or practices as well as the Truth in 

Lending Act and the Truth in Savings Act and their implementing regulations. 

The Bureau specifically alleges that for years and continuing through at least 2016, 

Fifth Third used a “cross-sell” strategy to increase the number of products and 

services it provided to existing customers; used an incentive-compensation 

program to reward selling new products; and conditioned employee-performance 

ratings and, in some instances, continued employment on meeting ambitious sales 

goals. The Bureau further alleges that, despite knowing since at least 2008 that 

employees were opening unauthorized consumer-financial accounts, Fifth Third 

19 Bureau of Consumer Financial Protection v. Fifth Third Bank, National Association, Case Number 1:20-

cv-01683 (“CFPB Action”). 

20 https://www.consumerfinance.gov/about-us/newsroom/cfpb-files-suit-against-fifth-third-for-allegedlyopening-unauthorized-accounts-enrolling-consumers-in-unauthorized-products/. 

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took insufficient steps to detect and stop the conduct and to identify and remediate 

harmed consumers. 

Reasonable sales goals and performance incentives are not inherently harmful. But 

when such programs are not carefully and properly implemented and monitored, as 

the Bureau alleges here, they may create incentives for employees to engage in 

misconduct in order to meet goals or earn additional compensation.21

202. The CFPB Action alleges that Fifth Third Bank was aware “since at least 2008 that 

employees were opening unauthorized consumer-financial products and services,” Fifth Third 

Bank failed to adequately “implement and monitor its program, detect and stop misconduct and 

identify and remediate harmed consumers.”22

203. Additionally, the CFPB Action alleges that Fifth Third Bank’s “conduct violated 

the Consumer Financial Protection Act of 2010 (CFPA), the Truth in Lending Act (TILA), the 

Truth in Savings Act (TISA), and their implementing regulations.”23

204. Further, the CFPB Action alleges that, “[f]rom at least 2010 through at least 2016, 

Fifth Third [Bank] opened deposit accounts for existing Fifth Third [Bank] customers without the 

customers’ knowledge or consent.”24

205. Also, the CFPB Action alleges that, “[f]rom at least 2008 through at least 2016, 

Fifth Third [Bank] issued credit cards to existing customers without their knowledge or consent. 

By 2009, at the latest, Fifth Third [Bank] noticed a spike in unauthorized credit cards being issued 

to consumers.”25

206. The CFPB Action continues to allege that, “[f]rom at least 2010 through at least 

2016, Fifth Third [Bank] enrolled consumers in online-banking services without their knowledge 

21 Id. 

22 Compl. ¶ 5, CFPB Action, ECF No. 1. 

23 Id. ¶ 6. 

24 Id. ¶ 19. 

25 Id. ¶¶ 24-25. 

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or consent.”26

207. Moreover, the CFPB Action alleges that, “Fifth Third [Bank] opened unauthorized 

Early Access lines of credit from at least 2010 through 2014, and Fifth Third [Bank] retained 

unauthorized Early Access lines of credit even after it stopped offering new Early Access lines of 

credit.”27 Further, according to the CFPB, “Fifth Third [Bank] was aware of this by June 2010, 

when senior management was notified of an increase in the number of calls by employees to the 

internal whistleblower hotline regarding the unauthorized opening of Early Access lines of 

credit.”28 As noted above, complaints submitted through the Fifth Third’s EthicsLine are presented 

to the Audit Committee on a regular, periodic basis. 

208. Upon publication of the CFPB PR and the filing of the CFPB Action, Fifth Third’s 

share price began to fall. 

209. On March 9, 2020, Fifth Third’s stock opened at $20.02 per share; however, the 

Company’s share price closed at $18.30 per share. Over the next couple of trading days Fifth 

Third’s share price continued to fall and on March 11, 2020 the Company’s share price closed at 

$17.66 per share. Fifth Third’s share price continued to fall and on March 18, 2020 the Company’s 

share price closed at $11.67 per share. 

Fifth Third’s Response to the CFPB Action 

210. In response to the CFPB Action, on March 9, 2020 Fifth Third filed a Current 

Report on Form 8-K with the SEC (the “March 9, 2020 Form 8-K”) along with an attached press 

release entitled “Fifth Third Bancorp Rejects Charges in CFPB’s Civil Lawsuit, Points to Its 

Customer Commitment and Proven Track Record of Aligning Employee Incentives with 

26 Id. ¶ 29. 

27 Id. ¶ 33. 

28 Id. ¶ 32. 

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Customer-Focused Best Practices” (the “March 2020 PR”), a fact sheet (the “March 2020 Fact 

Sheet”) and a list of frequently asked questions (the “March 2020 FAQ”) (collectively referred to 

as the “March 2020 Responses”). 

211. The March 9, 2020 Form 8-K stated the following, in relevant part, “[o]n March 9, 

2020, Fifth Third Bancorp issued a press release regarding its litigation with the Consumer 

Financial Protection Bureau. Fifth Third is also furnishing a fact sheet and answers to frequently 

asked questions relating to this matter.” 

212. The March 2020 PR stated that, “Fifth Third Bancorp (Nasdaq: FITB) today 

rejected the allegations made by the Consumer Financial Protection Bureau (“CFPB”) in a civil 

lawsuit.” 

213. Similarly, the March 2020 Fact Sheet again stated “Fifth Third Bank Rejects CFPB 

Allegations” in prominent, bold face across the document’s header. Additionally, the March 2020 

Fact Sheet states, in relevant part: 

While Fifth Third Bank respects and values the important role that the Consumer 

Financial Protection Bureau (CFPB) plays in protecting consumers, the allegations 

in the civil lawsuit brought by the CFPB against Fifth Third are unsubstantiated, 

based on limited, non-systemic, and remediated events, and reflect 

misunderstandings of our products, services, and work culture. 

When a federal court examines the evidence, we believe it will agree with Fifth 

Third that the civil suit filed today is unnecessary and unwarranted. 

214. Yet, Fifth Third admits to opening Unauthorized Accounts. Specifically, the March 

2020 Fact Sheet states, “Fifth Third identified . . . 1,100 unauthorized accounts . . . opened between 

2010 and 2016.” But attempts to downplay this fact under the guise that the number of 

Unauthorized Accounts equates to “just 0.01%” and that “[t]here is no evidence of systemic 

misconduct.” Moreover, the Company admits that it received “424 complaints regarding 

unauthorized accounts” from the same subsect of accounts analyzed. 

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215. The March 2020 Fact Sheet continued to address each and every allegation of the 

CFPB Action and attempted to portray the Company in a positive light. Many of the responsive 

statements contained within the March 2020 Fact Sheet suggest that “[i]ncentives have always 

been modest”, which in Fifth Third’s and the Individual Defendants’ opinion, is sufficient to deter 

unethical and unlawful situations, such as the opening of Unauthorized Accounts. 

216. Similarly, the March 2020 FAQ admits to “[l]imited instances of employee 

misconduct”. Further, the Company attempts to downplay the incentives available to retail bank 

employees by stating “only a small percentage [of compensation] is based on sales performance.” 

217. The March 9, 2020 Form 8-K, March 2020 PR, March 2020 Fact Sheet, and March 

2020 FAQ were materially false and misleading because the Company and the Individual 

Defendants failed to disclose material facts regarding Fifth Third and the Company’s business 

practices, operations, incentive programs, as well as Fifth Third’s predatory Cross-Selling. 

Specifically, the Company and the Individual Defendants failed to disclose and/or provided false 

and/or misleading statements with regards to: (i) Company employees fraudulently opening 

Unauthorized Accounts; (ii) the Company incentivizing and rewarding employees and 

management for establishing Unauthorized Accounts; (iii) the Company and Individual 

Defendants being aware of the unethical and fraudulent activity surrounding the Unauthorized 

Accounts since at least 2008; (iv) the Company being in violation of federal and state laws and 

regulations designed to protect clients from instances such as Unauthorized Accounts; (v) the 

Company and Individual Defendants failing to implement, maintain, and oversee the Company’s 

Cross-Selling; (vi) the Company and Individual Defendants failing to identify and mitigate 

misconduct associated with Cross-Selling, and failing to remediate the harm caused to consumers 

who were subjected to Unauthorized Accounts; (vii) as a result of (i) – (vi), the Company being 

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subject to a heightened level of risk and enforcement action that was not accurately or fully 

captured in the 2015 Form 10-K, 2016 Form 10-K, 2017 Form 10-K, 2018 Form 10-K, or 2019 

Form 10-K; (viii) Fifth Third’s revenue, net income, customer retention, new accounts, inter alia, 

provided a false and misleading picture of the Company’s true financial status as the figures 

reported contained results based on unlawful and unethical conduct that is unsustainable; and (ix) 

as a result of (i) – (viii), Fifth Third’s public statements were materially false and misleading. 

218. Furthermore, the timing of Defendant Forrest’s transition and impending retirement 

suggests that the Company and the Individual Defendants were well aware of the impending CFPB 

Action months prior to the inclusion of the Company’s statement regarding the CFPB’s 

investigation in the 2019 Form 10-K. Additionally, the timing of Forrest’s transition suggests the 

existence of officer misconduct and/or that Forrest was responsible for, an integral part of, or 

possessed substantial knowledge regarding the CFPB’s allegations. 

219. On March 24, 2020, fifteen (15) days after the filing of CFPB Action, Fifth Third 

filed a Current Report on Form 8-K with the SEC (the “March 24, 2020 Form 8-K”). The March 

24, 2020 Form 8-K indicates that the Company made “Amendments to Articles of Incorporation 

or Bylaws; Change in Fiscal Year.” Specifically, the March 24, 2020 Form 8-K states, in relevant 

part: 

Section 17 of Article III of the Regulations was also revised to allow 

indemnification of employees to the fullest extent permitted by Ohio law. Lastly, a 

new Section 18 of Article III was added to the Regulations in order to expressly 

allow, with certain exceptions, the advancement of expenses (including attorney’s 

fees) to anyone defending an action pursuant to the indemnification provisions of 

the Regulations. 

220. Notably, Article III of the Code of Regulations of Fifth Third Bancorp as Amended 

(the “Amended Regulations”) is entitled “Board of Directors”. Section 17 of Article III, as 

amended, states: 

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Indemnification. The Corporation shall indemnify, to the full extent permitted or 

authorized by applicable law, as it may from time to time be amended, any person 

made or threatened to be made a party to any threatened, pending, or completed 

action, suit, or proceeding, whether civil, criminal, administrative, or investigative, 

by reason of the fact that he or she is or was a director, officer, or employee of the 

Corporation, or is or was serving at the request of the Corporation as a director, 

trustee, officer, or employee of a bank, other corporation, partnership, joint venture, 

trust, or other enterprise. In the case of a merger into the Corporation of a 

constituent corporation which, if its separate existence had continued, would have 

been required to indemnify directors, officers, or employees in specified situations 

prior to the merger, any person who served as a director, officer, or employee of 

the constituent corporation, or served at the request of the constituent corporation 

as a director, trustee, officer, or employee of a bank, other corporation, partnership, 

joint venture, trust, or other enterprise, shall be entitled to indemnification by the 

Corporation (as the surviving corporation) for acts, omissions, or other events or 

occurrences prior to the merger to the same extent as such person would have been 

entitled to indemnification by the constituent corporation if its separate existence 

had continued. The indemnification provided by this Section shall not be deemed 

exclusive of any other rights to which any person seeking indemnification may be 

entitled under the Articles of Incorporation or this Code of Regulations, or any 

agreement, vote of shareholders or disinterested directors, or otherwise, both as to 

action in his or her official capacity and as to action in another capacity while 

holding such office, and shall continue as to a person who has ceased to be a 

director, trustee, officer, or employee and shall inure to the benefit of the heirs, 

executors, and administrators of such a person. 

221. Moreover, Section 18 of Article III, as amended, states: 

Advancement of Expenses. To the extent permitted by applicable law, expenses 

(including attorneys’ fees) incurred by a director subject to Section 17 in defending 

any action, suit or proceeding referred to in Section 17 shall be paid by the 

Corporation as incurred, in advance of the final disposition of such action, suit or 

proceeding, upon receipt by the Corporation of an undertaking by or on behalf of 

such director that satisfies the conditions for such advancement under Ohio law. To 

the extent permitted by applicable law, liabilities and expenses (including 

attorneys’ fees) incurred by any person subject to Section 17 other than a director 

in defending any action, suit or proceeding referred to in Section 17 may be paid 

by the Corporation as incurred, in advance of the final disposition of such action, 

suit or proceeding, if and to the extent so determined by the Board of Directors 

(including pursuant to policies adopted from time to time by the Board of 

Directors), subject to compliance by such person with the applicable conditions for 

such advancement under Ohio law and any other conditions determined by the 

Board of Directors. 

222. The Amended Regulations, which were established a mere fourteen (14) days after 

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the filing of CFPB Action indicates that the Individual Defendants are acting in a manner to further 

and protect their own personal and financial interests. 

223. Surprisingly, while the Individual Defendants were securing their personal and 

financial protection with regard to indemnity and attorney’s fees, Fifth Third filed a Current Report 

on Form 8-K with the SEC on April 14, 2020 which contained the presentation to “be made during 

the 2020 Annual Meeting of Shareholders of Fifth Third Bancorp” (the “April 2020 Form 8-K”). 

224. The attached presentation to the April 2020 Form 8-K makes no mention of the 

CFPB Action or the Securities Class Action, even though the agenda indicates that a Business 

Update would be provided. Instead, the presentation touts the Company’s resilient balance sheet, 

proactive management, and diversified revenue mix. 

225. Similar to the April 2020 Form 8-K, Fifth Third’s First Quarter 2020 Earnings 

Presentation failed to mention the CFPB Action or the Securities Class Action. Instead, once 

again, the presentation touts the Company’s resilient balance sheet, proactive management, and 

diversified revenue mix. 

226. On May 8, 2020, Fifth Third filed a Quarterly Report on Form 10-Q with the SEC 

for the period ended March 31, 2020 (the “1Q 2020 Form 10-Q”). The 1Q 2020 Form 10-Q states 

the following about the CFPB Action: 

On March 9, 2020, the CFPB filed a lawsuit against Fifth Third in the United States 

District Court for the Northern District of Illinois entitled CFPB v. Fifth Third 

Bank, National Association, Case No. 1:20-CV-01683 (N.D.Ill.) (ABW), alleging 

violations of the Consumer Financial Protection Act, TILA, and Truth in Savings 

Act related to Fifth Third’s alleged opening of unspecified numbers of allegedly 

unauthorized credit card, savings, checking, online banking and early access 

accounts from 2010 through 2016. The CFPB seeks unspecified amounts of civil 

monetary penalties as well as unspecified customer remediation. Fifth Third 

believes that the facts do not warrant an enforcement proceeding and intends to 

defend itself vigorously in this matter. 

227. The Company also discussed the Securities Class Action in the 1Q 2020 Form 10-

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Q for the first time. The 1Q 2020 Form 10-Q states the following regarding the Securities Class 

Action: 

On April 7, 2020, Plaintiff Lee Christakis filed a putative class action against Fifth 

Third Bancorp, Fifth Third President and Chief Executive Officer Greg D. 

Carmichael, and Fifth Third Chief Financial Officer Tayfun Tuzun in the U.S. 

District Court for the Northern District of Illinois entitled Lee Christakis, 

individually and on behalf of all others similarly situated v. Fifth Third Bancorp, et 

al., Case No. 1:20-cv-02176 (N.D.Ill). The case brings two claims for violation of 

Sections 10(b) and 20(a) of the Securities Exchange Act, alleging that the 

Defendants made material misstatements and omissions in connection with the 

alleged unauthorized opening of credit card, savings, checking, online banking and 

early access accounts from 2010 through 2016. The plaintiff seeks certification of 

a class, unspecified damages, attorney fees and costs. Fifth Third believes that the 

facts do not warrant litigation and intends to vigorously defend itself in this matter. 

228. The Company is now subject to putative consumer class actions based on similar 

facts as the CFPB Action, including Hartt v. Fifth Third Bancorp, Docket No. 1:20-cv-00547 (S.D. 

Ohio Jul 14, 2020) and Zanni v. Fifth Third Bancorp et al., Docket No. 1:20-cv-03407 (N.D. Ill. 

Jun 10, 2020)29 (collectively, the “Consumer Class Actions”). 

229. The Consumer Class Actions allege that the misconduct described herein resulted 

in the Company violating the Ohio Consumers Sales Practices Act, the Truth In Lending Act, the 

Fair Credit Reporting Act, and the Electronic Funds Transfer Act. 

DAMAGES TO FIFTH THIRD CAUSED BY THE INDIVIDUAL DEFENDANTS 

230. As a direct and proximate result of the Individual Defendants’ misconduct, the 

Individual Defendants allowed for materially inadequate controls over the Company’s policies and 

practices, caused the Company to issue materially false and misleading statements, sought to 

protect themselves personally and financially to the detriment of the Company, Plaintiffs, and all 

29 This case was originally filed in the Circuit Court for Cook County on April 29, 2020, styled as Joanne 

Zanni, on behalf of herself and all other persons similarly situated, known and unknown v. Fifth Third 

Bancorp and Fifth Third Bank, National Association, Cook County Case No. 2020CH04022. 

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other stockholders, and substantially damaged the Company’s credibility, corporate image and 

goodwill. 

231. Fifth Third has expended and will continue to expend significant sums of money. 

Additional expenditures and damages that the Company has incurred as a result of the Individual 

Defendants’ breaches of their fiduciary duty include: 

a. Costs incurred from compensation and benefits paid to the Individual 

Defendants who have breached their duties to the Company; 

b. Costs incurred from investigating, defending and paying any settlement or 

judgment in connection with the CFPB Action; 

c. Costs incurred from investigating, defending and paying any settlement or 

judgment in connection with enforcement actions brought by state and 

federal agencies for violations of federal and state consumer protection acts; 

d. Costs incurred from investigating, defending and paying any settlement or 

judgment in connection with the Consumer Class Actions and other lawsuits 

brought on behalf of the Company’s customers; 

e. Costs incurred from investigating, defending and paying any settlement or 

judgment in connection with the Securities Class Action; and 

f. Costs incurred from the loss of Fifth Third’s customers’ confidence in the 

Company’s services. 

232. Further, Fifth Third’s credibility, reputation, and goodwill have likewise been 

damaged, and the Company remains exposed to significant potential liability going forward. 

DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS 

233. Plaintiffs bring this action derivatively in the right and for the benefit of Fifth Third 

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to redress injuries suffered, and to be suffered, by Fifth Third as a direct result of the Individual 

Defendants’ multiple breaches of fiduciary duty. 

234. Plaintiffs are shareholders of Fifth Third, were shareholders of Fifth Third during 

the relevant period of the wrongdoing alleged herein and have been shareholders of Fifth Third 

continuously since that time. 

235. Plaintiffs will adequately and fairly represent the interests of the Company and its 

shareholders in enforcing and prosecuting Fifth Third’s rights. 

236. Fifth Third is named as a nominal defendant in this case solely in a derivative 

capacity. This is not a collusive action to confer jurisdiction on this Court that it would not 

otherwise have. Prosecution of this action, independent of the current Board of Directors, is in the 

best interests of the Company. 

237. The wrongful acts complained of herein subject, and will continue to subject, Fifth 

Third to continuing harm because the adverse consequences of the actions are still in effect and 

ongoing. 

238. The wrongful acts complained of herein were unlawfully concealed from Fifth 

Third shareholders, including Plaintiffs. 

239. As a result of the facts set forth herein, Plaintiffs have not made any demand on the 

Board to institute this action since demand would be a futile and useless act because the Board is 

incapable of making an independent and disinterested decision to institute and vigorously 

prosecute this action. The wrongful acts complained of herein show multiple breaches by the 

Board of their fiduciary duties of loyalty, care, and good faith. 

240. At the time this action was initiated, the Board was comprised of fifteen (15) 

directors: Defendants Carmichael, Daniels, Harvey, Heminger, Hoover, Mallesch, McCallister, 

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Williams, Akins, Bayh, Benitez, Blackburn, and Brumback, and non-parties Feiger and ClementHolmes. For the reasons detailed herein, at least eight (8) members of the Board are incapable and 

unwilling to institute and vigorously prosecute this action. 

241. Demand upon the Board is futile because a majority of the Board is already 

predisposed to refuse a demand as demonstrated by the Board’s position on the merits of the 

allegations set forth within the CFPB Action. As aforementioned in ¶¶ 210 - 17, on March 9, 2020, 

the same day that the CFPB PR was issued and the CFPB Action was filed, the Company and 

Individual Defendants issued the March 2020 PR, March 2020 Fact Sheet, and March 2020 FAQ. 

The March 2020 Responses all indicate that Fifth Third “reject[s] the allegations made by the 

[CFPB] in a civil lawsuit.” 

242. Further, the March 2020 Fact Sheet boasts that “[w]hen a federal court examines 

the evidence, we believe it will agree with Fifth Third that the civil suit filed today is unnecessary 

and unwarranted.” 

243. All the while, each of the March 2020 Responses voluntarily admits that Fifth Third 

opened Unauthorized Accounts. 

244. The entire Board, with the exception of non-parties Feiger and Clement-Holmes, is 

disqualified from fairly evaluating the derivative claims as demonstrated by the Company’s and 

Individual Defendant’s March 2020 Responses. The Board, excluding non-parties Feiger and 

Clement-Holmes, is further disqualified from fairly evaluating the derivative claims because they 

are responsible for and contributed to the damages suffered by Fifth Third. 

245. The Board’s failure of oversight reflects a conscious and deliberate disregard of 

their fiduciary duties. This constitutes bad faith. As such, the Board faces a substantial likelihood 

of liability, rendering demand upon them futile. 

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246. Demand is additionally futile because the Board willingly supported, approved, 

authorized, and/or engaged in the systemic and pervasive misconduct of the Company. 

247. Demand upon members of the Company’s Audit Committee (Defendants 

Blackburn, Harvey, Hoover, McCallister, and Mallesch, collectively referred to as “Audit 

Committee Defendants”) would be futile. Additionally, demand upon Defendants Daniels, 

Williams, Benitez, Brumback, and Burris would be futile as each defendant previously served on 

the Audit Committee during the alleged misconduct. Pursuant to the Audit Committee Charter, 

the Audit Committee members are tasked with oversight responsibilities relating to the Company’s 

accounting and financial reporting process and the audits of the Company’s financial statements. 

The Audit Committee Charter specifically states, in relevant part: 

The Committee’s primary purposes are to: 

 Oversee the accounting and financial reporting processes of the Corporation 

and the audits of the financial statements of the Corporation. 

 Provide assistance to the Corporation’s Board by monitoring: 

1. the integrity of the financial statements of the Corporation, 

2. the independent auditors’ qualifications and independence, 

3. the performance of the Corporation’s and its subsidiaries’ internal 

audit function and independent auditors, 

4. the Corporation’s system of internal controls, and 

5. the Corporation’s financial reporting and system of disclosure 

controls. 

 Provide assistance to the Bank’s Board by monitoring: 

1. the integrity of the financial statements of the Bank, 

2. the Bank’s system of internal controls, 

3. the Bank’s financial reporting, and 

4. the compliance by the Bank with applicable legal and regulatory 

requirements 

 Prepare the Committee report required by the rules of the SEC to be 

included in the Corporation’s annual proxy statement 

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248. The Audit Committee Defendants are also responsible for oversight of independent 

and internal auditors, corporation financial reporting / internal controls, bank financial reporting / 

internal controls, bank trust audit, independent auditors, internal audit function, and compliance 

oversight. With specific regard to compliance oversight, the Audit Committee Charter charges the 

Audit Committee Defendants with: 

 Review procedures designed to identify related party transactions that are 

material to the financial statements or otherwise require disclosure. 

 Establish procedures and require the Corporation to obtain or provide the 

necessary resources and mechanisms for (i) the receipt, retention and 

treatment of complaints received by the Corporation regarding accounting, 

internal accounting controls or auditing matters, and (ii) the confidential, 

anonymous submission by employees of the Corporation of concerns 

regarding questionable accounting or auditing matters. 

 Discuss with management and the independent auditors any correspondence 

with regulators or governmental agencies and any employee complaints or 

published reports which raise material issues regarding the Corporation’s 

financial statements or accounting policies. 

 Discuss with the Corporation’s General Counsel and Chief Risk Officer 

legal matters that may have a material impact on the financial statements 

and that may have an impact on the Corporation’s compliance policies. 

 Oversee the administration of the Corporation’s Code of Business Conduct 

and establish an enforcement mechanism for the Corporation's Code of 

Business Conduct and Ethics. 

 Consider any material waivers of the Corporation's Code of Business 

Conduct and recommend to the Board of Directors of the Corporation 

whether or not to grant such waiver. 

 Receive and review reporting regarding calls to the Corporation’s Ethics 

Line. 

249. The Audit Committee and the Audit Committee Defendants failed to adequately 

perform their oversight responsibilities as required by the Audit Committee Charter. Additionally, 

based on the Audit Committee Charter, the Audit Committee Defendants were tasked with 

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periodically meeting with the Company’s legal counsel and Chief Risk Officer, and therefore, were 

aware, or should have been aware, of the impending CFPB Action. Further, the Audit Committee 

is responsible for handling reports submitted to the Company’s EthicsLine; however, as mentioned 

in ¶ 134, at least one employee noted that the response to reported issues on the Company’s 

EthicsLine was non-existent or deficient and according to the CFPB there was an increase in the 

number of calls by employees to the EthicsLine (¶ 207). 

250. As such, the Audit Committee Defendants were aware or should have been aware 

of the potential misconduct occurring at the Company by 2011, at the latest. Additionally, the 

Audit Committee Defendants “[r]eport to the full Board of Directors on the Committee’s activities 

at each meeting of the Board of Directors of the Corporation and the Bank.” Therefore, the Audit 

Committee Defendants had the duty to inform the entire Board of the misconduct reported to the 

Company’s EthicsLine. As a result, each member of the Board was aware, should have been 

aware, or recklessly ignored the misconduct occurring within the Company. 

251. Moreover, the Audit Committee and the Audit Committee Defendants were 

responsible for assisting the Board with the Company’s financial statements, reporting, 

disclosures, and the application of legal and regulatory requirements. The Audit Committee 

Defendants once again failed to perform their responsibilities as required by the Audit Committee 

Charter, as the Audit Committee Defendants permitted the Company and remaining Individual 

Defendants to issue materially false and/or misleading SEC filings. As a result, the Audit 

Committee Defendants (Blackburn, Harvey, Hoover, McCallister, and Mallesch) face a substantial 

likelihood of liability for their breaches of fiduciary duties. Additionally, Defendants Daniels, 

Williams, Benitez, Brumback, and Burris face a substantial likelihood of liability for their breaches 

of fiduciary duties as the misconduct complained of herein occurred during their prior service on 

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the Audit Committee. 

252. Demand upon members of the Company’s Risk and Compliance Joint Committee 

(Defendants Brumback, Daniels, Heminger, Hoover, and Mallesch, collectively the “Risk 

Committee Defendants”) would be futile. Pursuant to the Risk and Compliance Joint Committee 

Charter, the Risk Committee Defendants are tasked with oversight responsibilities relating to the 

“risk management policies of the Corporation’s and the Bank’s global operation and oversight of 

its global risk management framework.” Specifically, the Risk and Compliance Joint Committee 

Charter states, in relevant part: 

In furtherance of this function, the Committee shall: 

 Oversee management’s compliance with all of Fifth Third’s regulatory 

obligations arising under applicable federal and state banking laws, rules and 

regulations; 

 Oversee management’s development and implementation of the global Risk 

Management Framework (“Framework”), inclusive of the risk appetite, with an 

enterprise view of risk capacity, risk tolerances, risk limits, and key risk 

indicators which are integral components of the Framework. In addition, the 

Framework includes consistent processes for identifying, assessing, managing, 

monitoring and reporting risks of all types, including the categories of credit 

risk, market risk, liquidity risk, operational risk, regulatory compliance risk, 

legal risk, reputation risk and strategic risk; 

* * * 

 Ensure that risk processes are supported by a risk governance structure that 

includes oversight by the Boards of Directors of the Corporation and the Bank, 

policies, risk limits, and risk committees, and further by a culture that supports 

risk management objectives and reflects appropriate accountability by all lines 

of defense. 

 Oversee the Company’s supervisory issues and enforcement actions and the 

Corporation’s efforts to remediate them. 

* * * 

5. Operational Risk 

 Develop and maintain an Operational Risk Management Policy (the “OR 

Policy”), which shall be discussed by the Committee with management. 

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Following such discussion, and after taking into consideration any matters as 

the Committee may deem advisable and appropriate, including management’s 

recommendation, the Committee shall annually recommend the OR Policy to 

the Boards of Directors of the Corporation and the Bank for approval. In 

addition, the Committee may authorize management to develop and implement 

any additional detailed policies and procedures relating to operational risk as 

may be consistent with the OR Policy. 

 Review management reports relating to operational risk issues in areas 

including but not limited to: fraud; development of material products and 

services; execution, delivery and process management; acquisition integration 

issues; technology risks and technology strategies; cybersecurity incidents and 

privacy breaches; business disruption and system failures; and business 

practices generally. 

6. Legal Risk 

 Management shall develop and maintain a Legal Risk Management Policy (the 

“Legal Risk Policy”), which policy shall be discussed by the Committee with 

management. Following such discussion, and after taking into consideration 

any matters as the Committee may deem advisable and appropriate, including 

management’s recommendation, the Committee shall annually recommend the 

Legal Risk Policy to the Boards of Directors of the Corporation and the Bank 

for approval. In addition, the Committee may authorize management to develop 

and implement any additional detailed policies and procedures relating to legal 

risk as may be consistent with the Legal Risk Policy. 

 Review management reports relating to legal risk issues in areas including but 

not limited to: material litigation, legal settlements and defense complaints. 

7. Reputation Risk 

 Management shall develop and maintain a Reputation Risk Management Policy 

(the “RR Policy”), which policy shall be discussed by the Committee with 

management. Following such discussion, and after taking into consideration 

any matters as the Committee may deem advisable and appropriate, including 

management’s recommendation, the Committee shall annually recommend the 

RR Policy to the Boards of Directors of the Corporation and the Bank for 

approval. In addition, the Committee may authorize management to develop 

and implement any additional detailed policies and procedures relating to 

reputation risk as may be consistent with the RR Policy. 

 Review management reports relating to reputation risk issues in areas including 

but not limited to: customer complaint trends, corporate reputation, and media 

tracking. 

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253. Moreover, according to the Company’s 2019 10-K 

Fifth Third also focuses on the reporting and escalation of operational control issues 

to senior management and the Board of Directors. The Operational Risk Committee 

is the key committee that oversees and supports Fifth Third in the management of 

operational risk across the enterprise. The Operational Risk Committee reports to 

the ERMC, which reports to the Risk and Compliance Joint Committee of the Board 

of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association. 

254. The Risk Committee Defendants failed to adequately perform their oversight 

responsibilities as required by the Risk and Compliance Joint Committee Charter. Additionally, 

based on the Company’s Risk and Compliance Joint Committee Charter, the Risk Committee 

Defendants were aware, should have been aware, or willfully ignored the Company’s regulatory 

violations with regard to the Unauthorized Accounts and/or predatory nature of Fifth Third Bank 

employees and management. 

255. Furthermore, the Risk and Compliance Joint Committee and the Risk Committee 

Defendants were responsible for addressing and overseeing the Company’s operational risk, legal 

risk, and reputational risk. The Risk Committee again failed to perform their responsibilities as 

required by the Risk and Compliance Joint Committee Charter as the Risk Committee Defendants 

permitted the Company to allegedly violate federal and state banking laws, rules, and regulations, 

and similarly, failed to ensure that reported instances of misconduct were adequately addressed 

and remediated to prevent reputational harm. As a result, the Risk Committee Defendants 

(Brumback, Daniels, Heminger, Hoover, and Mallesch) face a substantial likelihood of liability 

for their breaches of fiduciary duties. 

256. Demand upon members of the Company’s Finance Joint Committee (Defendants 

Heminger, Akins, Benitez, Brumback, McCallister, and Williams, collectively the “Finance 

Committee Defendants”) would be futile. Pursuant to the Finance Joint Committee Charter, the 

Finance Committee Defendants are empowered with the ability “to exercise, during the intervals 

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between the meetings of the Board of Directors, all the powers of the Board of Directors of the 

Corporation and the Bank in the management of the business, properties and affairs of the 

Corporation and the Bank that may be permissibly exercised by a committee thereof.” 

257. The Company’s Finance Joint Committee Charter, permits the Finance Committee 

Defendants to act on behalf of the Board and utilize powers given to other committees. As such, 

the Finance Committee Defendants failed to perform their responsibilities required by the Finance 

Joint Committee Charter as the Finance Committee Defendants failed to address the Company’s 

alleged violations of federal and state banking laws, rules, and regulations, and similarly failed to 

ensure that reported instances of misconduct were adequately addressed and remediated. As a 

result, the Finance Committee Defendants (Defendants Heminger, Akins, Benitez, Brumback, 

Mallesch, McCallister, and Williams) face a substantial likelihood of liability for their breach of 

fiduciary duties. 

258. Demand upon members of the Company’s Human Capital and Compensation 

Committee (Defendants McCallister, Brumback, Heminger, Williams, and Mallesch, collectively 

the “Compensation Committee Defendants”) would be futile. Pursuant to the Human Capital and 

Compensation Committee Charter: 

The Committee’s primary purposes are to: 

 Discharge the Corporation’s responsibilities relating to the compensation of the 

Corporation’s Executive Officers. The Committee has overall responsibility for 

overseeing the benefit, bonus, incentive compensation, severance, equity-based 

or other compensation plans, policies and programs of the Corporation and its 

subsidiaries. 

 Oversee management’s development and implementation of the incentive 

compensation strategy for the Corporation. 

 Oversee the incentive compensation plans, policies and programs 

encompassing those employees of the Corporation and its subsidiaries who, 

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either individually or as part of a group, have the ability to expose the 

Corporation to material risk (“Covered Employees”). 

 Implement Chief Executive Officer (“CEO”) succession planning. 

 Make recommendations regarding director compensation to the Board of 

Directors. 

 Prepare the annual report on executive compensation for inclusion in the 

Corporation’s proxy statement, including review and discussion of the 

Compensation Discussion & Analysis with Management and disclosure of 

whether the Committee has retained or obtained the advice of a compensation 

consultant and if the work of the compensation consultant has raised any 

conflict of interest and, if so, the nature of the conflict and how it is being 

addressed. 

(Emphasis added). 

259. Additionally, the Human Capital and Compensation Committee is responsible for 

executive compensation/approval of transactions, as well as risk and compliance oversight with 

regard to the Company’s incentive compensation strategy. 

260. The Human Capital and Compensation Committee and the Compensation 

Committee Defendants failed to adequately perform their oversight responsibilities as required by 

the Human Capital and Compensation Committee Charter. Additionally, based on the Company’s 

Human Capital and Compensation Committee Charter, the Compensation Committee Defendants 

drafted, approved, and supported the questionable incentive-based compensation as alleged in this 

Complaint, the CFPB Action, and the Securities Class Action. Further, the Compensation 

Committee Defendants determined, should have determined, or willfully ignored the risk of 

potential harm to the Company through Fifth Third’s incentive-based compensation structure. 

Moreover, the Compensation Committee Defendants failed to 

 Identify and limit features of: 

a. Executive Officer compensation plans that could lead the officer to take 

unnecessary and excessive risks; 

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b. Employee compensation plans that pose risks to ensure the Corporation 

is not unnecessarily exposed to risk; and 

c. Both Executive Officer and employee compensation plans that encourage 

behavior focused on short-term results rather than long-term value creation. 

261. As such, the Human Capital and Compensation Committee failed to perform their 

responsibilities as required by the Human Capital and Compensation Committee Charter. 

Therefore, the Compensation Committee Defendants (McCallister, Brumback, Heminger, 

Williams, and Mallesch) face a substantial likelihood of liability for their breaches of fiduciary 

duties. 

262. Demand upon members of the Company’s Nominating and Corporate Governance 

Committee (Defendants Akins, Bayh, Benitez, Blackburn, Harvey, and Williams, collectively the 

“Corporate Governance Committee Defendants”) would be futile. Pursuant to the Company’s 

Nominating and Corporate Governance Committee: 

The Committee's primary purposes are to: 

 Develop and recommend to the Board of Directors corporate governance 

policies and guidelines for the Corporation and for identifying and 

nominating director and committee member candidates; and 

 Nominate directors for election to the Board of Directors and recommend 

appointment to committee membership. 

263. Additionally, the Corporate Governance Committee Defendants are responsible for 

annually reviewing: 

the corporate governance policies of the Corporation, including Corporate 

Governance Guidelines, and Code of Business Conduct and Ethics and the 

Government Affairs Policy, to ensure that they are appropriate for the Corporation 

and comply with applicable laws, regulations and listing standards, and to 

recommend any desirable changes to the Board of Directors. 

264. The Corporate Governance Committee Defendants failed to act in good faith in the 

performance of their responsibilities outlined in the Nominating and Corporate Governance 

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Committee Charter. The Corporate Governance Committee Defendants were aware, should have 

been aware, or willfully ignored the allegations contained within this Complaint, the CFPB Action, 

and the Securities Class Action; yet, the Corporate Governance Committee Defendants continued 

to nominate the same set of directors for service on the Board. The lack of action by the Corporate 

Governance Committee Defendants permitted the aforementioned allegations and harm to 

perpetually continue. As a result, the Corporate Governance Committee Defendants (Defendants 

Akins, Bayh, Benitez, Blackburn, Harvey, and Williams) face a substantial likelihood of liability 

for their breaches of fiduciary duties. 

265. As admitted by Fifth Third in the March 2020 Responses, the Company was aware 

of over 1,000 Unauthorized Accounts opened between 2010 and 2016. Additionally, as alleged in 

¶ 137, Fifth Third internally tracked purported cases of “gaming,” which more likely than not 

directly relate to the Unauthorized Accounts. Despite being put on notice, internally tracking 

“gaming,” and receiving 424 complaints regarding unauthorized accounts, the Board failed to 

address, rectify, and remediate the issues surrounding the Unauthorized Accounts and has 

demonstrated an unwillingness to act. 

266. Furthermore, the Board’s intentional and knowing failure to make proper and/or 

complete disclosures and concerted effort to conceal facts from the public at large demonstrates 

that demand upon the Board would be a futile and useless act. 

267. Demand upon the Director Defendants (defined below) would be futile. As 

aforementioned, the unlawful conduct complained of herein has been perpetuated for over a decade 

at Fifth Third. The Director Defendants are or should be on notice of the unlawful conduct; 

however, the Director Defendants have either failed or willfully ignored the need for corrective 

action, causing a demand upon the Director Defendants to be futile. 

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268. Fifth Third has been and will continue to be exposed to significant losses due to the 

wrongdoing complained of herein, yet the Board has not filed any lawsuits against themselves or 

the other Individual Defendants to attempt to recover for the Company any part of the damages 

that the Company suffered and will continue to suffer thereby. Thus, any demand upon the board 

would be futile. 

269. The Board is composed of nine (9) longstanding directors who were members of 

the Board when the misconduct described herein was occurring: Heminger (director since 2006), 

Williams (director since 2008), Hoover (director since 2009), Brumback (director since 2009), 

McCallister (director since 2011), Bayh (director since 2011), Akins (director since 2013), 

Blackburn (director since 2014), and Benitez (director since 2015). These directors were on notice, 

or should have been on notice, of the issues involving the Unauthorized Accounts and other 

misconduct. 

270. In addition to the above, for the following reasons demand upon Defendant 

Carmichael would be futile. Carmichael serves as the Company’s Chairman, CEO, and President, 

and therefore, as conceded by the Company, he is not independent. Further, Carmichael is named 

as a defendant in the Securities Class Action. Carmichael is responsible for and signed the false 

and misleading 2015 Form 10-K, 2016 Form 10-K, 2017 Form 10-K, 2018 Form 10-K and 2019 

Form 10-K, as well as the respective SOX certifications. Therefore, Carmichael is not independent 

and cannot disinterestedly consider a demand and faces a substantial likelihood of liability. 

271. In addition to the above, for the following reasons demand upon Defendant 

Daniels would be futile. Daniels serves on the Company’s Risk and Compliance Committee, as 

well as the Technology Committee. Previously, Daniels served on the Company’s Audit 

Committee, as such Daniels was aware or should have been aware of the misconduct alleged herein 

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and failed to effectively remediate the damage caused to the Company. Prior to joining the 

Company’s Board, Daniels served as a director of MB Financial and upon Fifth Third’s acquisition 

of MB Financial Daniels was appointed to the Board. Further, Daniels cannot disinterestedly 

consider a demand made with regard to Defendant Harvey or non-party Feiger due to their prior 

relationship at MB Financial. All three (Daniels, Harvey, and Feiger) served at MB Financial prior 

to the merger with the Company, and all three have been appointed to the Board of Fifth Third as 

a result. Daniels is the co-founder and principal of Prairie Capital, a private equity firm, that has 

done business with MB Financial and Fifth Third. Moreover, Daniels beneficially owns 208,324 

shares of the Company’s common stock and, in 2019, received $176,075 in compensation. Daniels 

signed the 2019 Form 10-K that contained false and misleading statements. Therefore, Daniels 

cannot disinterestedly consider a demand and faces a substantial likelihood of liability. 

272. In addition to the above, for the following reasons, demand upon Defendant 

Harvey would be futile. Harvey serves on the Company’s Audit Committee, Nominating and 

Corporate Governance Committee, and Technology Committee. Previously, Harvey served on the 

Company’s Risk and Compliance Committee. Harvey was aware or should have been aware of 

the misconduct alleged herein and failed to effectively remediate the damage caused to the 

Company. Prior to joining the Company’s Board, Harvey served as a chairman of MB Financial 

and upon Fifth Third’s acquisition of MB Financial Harvey was appointed to the Board. Further, 

Harvey cannot disinterestedly consider a demand made with regard to Defendant Daniels or nonparty Feiger due to their prior relationship at MB Financial. All three (Daniels, Harvey, and 

Feiger) served at MB Financial prior to the merger with the Company, and all three have been 

appointed to the Board of Fifth Third as a result. Moreover, Harvey beneficially owns 188,968 

shares of the Company’s common stock, and in 2019, received $176,075 in compensation. Harvey 

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signed the 2019 Form 10-K that contained false and misleading statements. Therefore, Harvey 

cannot disinterestedly consider a demand and faces a substantial likelihood of liability. 

273. In addition to the above, for the following reasons, demand upon Defendant 

Heminger would be futile. Heminger serves as chairman of the Finance Committee and serves 

on the Human Capital and Compensation Committee, as well as the Risk and Compliance 

Committee. Previously, Heminger served on the Nominating and Corporate Governance 

Committee. Heminger was aware or should have been aware of the misconduct alleged herein and 

failed to effectively address, respond to, and remediate the damage caused to the Company in 

accordance with his fiduciary duties. Further, Heminger cannot disinterestedly consider a demand 

made with regard to Defendant Bayh. Heminger is CEO and Chair of Marathon Petroleum 

Corporation and Defendant Bayh previously served on Marathon Petroleum Corporation’s board. 

Moreover, Heminger beneficially owns 76,502 shares of the Company’s common stock and, in 

2019, Heminger received $265,000 in compensation. Heminger signed the false and misleading 

2016 Form 10-K, 2017 Form 10-K, 2018 Form 10-K and 2019 Form 10-K. Therefore, Heminger 

cannot disinterestedly consider a demand and faces a substantial likelihood of liability. 

274. In addition to the above, for the following reasons, demand upon Defendant 

Hoover would be futile. Hoover serves on the Company’s Audit Committee, as well as the Risk 

and Compliance Committee. Previously, Hoover served as the chairwoman of the Risk and 

Compliance Committee, and also served on the Finance Committee. Hoover was aware or should 

have been aware of the misconduct alleged herein and failed to address, respond to, and remediate 

the damage caused to the Company in accordance with her fiduciary duties. Moreover, Hoover 

beneficially owns 57,976 shares of the Company’s common stock and, in 2019, received $265,000 

in compensation. Hoover signed the false and misleading 2016 Form 10-K, 2017 Form 10-K, 

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2018 Form 10-K and 2019 Form 10-K. Therefore, Hoover cannot disinterestedly consider a 

demand and faces a substantial likelihood of liability. 

275. In addition to the above, for the following reasons demand upon Defendant 

Mallesch would be futile. Mallesch serves as the chairwoman of the Company’s Audit 

Committee, and serves on the Finance Committee, Human Capital and Compensation Committee, 

and Risk and Compliance Committee. Mallesch was aware or should have been aware of the 

misconduct alleged herein and failed to address, respond to, and remediate the damage caused to 

the Company in accordance with her fiduciary duties. Further, Mallesch cannot disinterestedly 

consider a demand made with regard to Defendants Carmichael and Burris. Mallesch previously 

served as CFO at General Electric (“GE”), Burris held numerous management positions with GE 

for nearly twenty (20) years, and Carmichael held multiple leadership roles with GE. Moreover, 

Mallesch beneficially owns 23,541 shares of the Company’s common stock and, in 2019, received 

$220,000 in compensation. Mallesch signed the false and misleading 2016 Form 10-K, 2017 Form 

10-K, 2018 Form 10-K and 2019 Form 10-K. Therefore, Mallesch cannot disinterestedly consider 

a demand and faces a substantial likelihood of liability. 

276. In addition to the above, for the following reasons demand upon Defendant 

McCallister would be futile. McCallister serves as chairman of the Human Capital and 

Compensation Committee, and also serves on the Finance Committee and the Audit Committee. 

McCallister was aware or should have been aware of the misconduct alleged herein and failed to 

address, respond to, and remediate the damage caused to the Company in accordance with his 

fiduciary duties. Moreover, McCallister beneficially owns 59,566 shares of the Company’s 

common stock and, in 2019, received $235,000 in compensation. McCallister signed the false and 

misleading 2015 Form 10-K, 2017 Form 10-K, 2018 Form 10-K and 2019 Form 10-K. Therefore, 

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McCallister cannot disinterestedly consider a demand and faces a substantial likelihood of liability. 

277. In addition to the above, for the following reasons demand upon Defendant 

Williams would be futile. Williams serves on the Company’s Finance Committee, Human Capital 

and Compensation Committee, and Nominating and Corporate Governance Committee. 

Previously, Williams served on the Company’s Audit Committee, as well as the Risk and 

Compliance Committee. Williams was aware or should have been aware of the misconduct alleged 

herein and failed to address, respond to, and remediate the damage caused to the Company in 

accordance with her fiduciary duties. Moreover, Williams beneficially owns 77,508 shares of the 

Company’s common stock and, in 2019, received $300,000 in compensation. Williams signed the 

false and misleading 2015 Form 10-K, 2016 Form 10-K, 2017 Form 10-K, and 2019 Form 10-K. 

Therefore, Williams cannot disinterestedly consider a demand and faces a substantial likelihood 

of liability. 

278. In addition to the above, for the following reasons demand upon Defendant Akins

would be futile. Akins serves as chairman of the Company’s Nominating and Corporate 

Governance Committee and is a member of the Company’s Finance Committee and Technology 

Committee. Previously, Akins served on the Company’s Human Capital and Compensation 

Committee. Akins was aware or should have been aware of the misconduct alleged herein and 

failed to address, respond to, and remediate the damage caused to the Company in accordance with 

his fiduciary duties. Moreover, Akins beneficially owns 38,494 shares of the Company’s common 

stock and, in 2019, received $230,000 in compensation. Akins signed the false and misleading 

2015 Form 10-K, 2017 Form 10-K, and 2019 Form 10-K. Therefore, Akins cannot disinterestedly 

consider a demand and faces a substantial likelihood of liability. 

279. In addition to the above, for the following reasons demand upon Defendant Bayh

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would be futile. Bayh serves on the Company’s Nominating and Corporate Governance 

Committee, as well as the Technology Committee. Bayh previously served on the Company’s 

Risk and Compliance Committee. Bayh was aware or should have been aware of the misconduct 

alleged herein and failed to address, respond to, and remediate the damage caused to the Company 

in accordance with his fiduciary duties. Further, Bayh cannot disinterestedly consider a demand 

made with regard to Defendant Heminger. Defendant Bayh previously served on the board of 

Marathon Petroleum Corporation and Heminger is CEO and Chair of Marathon Petroleum 

Corporation. Moreover, Bayh beneficially owns 23,981 shares of the Company’s common stock 

and, in 2019, received $220,000 in compensation. Bayh signed the false and misleading 2015 

Form 10-K, 2017 Form 10-K, 2018 Form 10-K and 2019 Form 10-K. Therefore, Bayh cannot 

disinterestedly consider a demand and faces a substantial likelihood of liability. 

280. In addition to the above, for the following reasons demand upon Defendant 

Benitez would be futile. Benitez serves as the chairman of the Company’s Technology Committee 

and serves on the Company’s Finance Committee and the Nominating and Corporate Governance 

Committee. Previously, Benitez served on the Company’s Audit Committee and the Risk and 

Compliance Committee. Benitez was aware or should have been aware of the misconduct alleged 

herein and failed to address, respond to, and remediate the damage caused to the Company in 

accordance with his fiduciary duties. Moreover, Benitez beneficially owns 26,856 shares of the 

Company’s common stock and, in 2019, received $230,000 in compensation. Benitez signed the 

false and misleading 2015 Form 10-K, 2016 Form 10-K, 2017 Form 10-K, 2018 Form 10-K and 

2019 Form 10-K. Therefore, Benitez cannot disinterestedly consider a demand and faces a 

substantial likelihood of liability. 

281. In addition to the above, for the following reasons demand upon Defendant 

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Blackburn would be futile. Blackburn serves on the Company’s Audit Committee and the 

Nominating and Corporate Governance Committee. Previously, Blackburn served on the 

Company’s Risk and Compliance Committee. Blackburn was aware or should have been aware 

of the misconduct alleged herein and failed to address, respond to, and remediate the damage 

caused to the Company in accordance with her fiduciary duties. Further, Blackburn’s appointment 

to the Board occurred in 2014 which coincides with a five (5) year contract extension with the 

Cincinnati Bengals worth $7.9 million. Blackburn serves as the Executive Vice President of the 

Cincinnati Bengals and is deriving a direct benefit from Fifth Third. Moreover, Blackburn 

beneficially owns 111,734 shares of the Company’s common stock and, in 2019, received 

$220,000 in compensation. Blackburn signed the false and misleading 2015 Form 10-K, 2016 

Form 10-K, 2017 Form 10-K, 2018 Form 10-K and 2019 Form 10-K. Therefore, Blackburn cannot 

disinterestedly consider a demand and faces a substantial likelihood of liability. 

282. In addition to the above, for the following reasons demand upon Defendant 

Brumback would be futile. Brumback serves as the chairman of the Company’s Risk and 

Compliance Committee, and serves on the Company’s Finance Committee and the Human Capital 

and Compensation Committee. Previously, Brumback served as the chairman of the Audit 

Committee and served on the Finance Committee. Brumback was aware or should have been 

aware of the misconduct alleged herein and failed to address, respond to, and remediate the damage 

caused to the Company in accordance with his fiduciary duties. Moreover, Brumback beneficially 

owns 66,471 shares of the Company’s common stock and, in 2019, received $255,000 in 

compensation. Therefore, Brumback cannot disinterestedly consider a demand and faces a 

substantial likelihood of liability. 

283. In addition to the above, for the following reasons demand upon non-party Feiger

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would be futile. Feiger was appointed to the Board on June 15, 2020. Prior to his appointment, 

Feiger was the CEO of MB Financial, and once acquired by Fifth Third, Feiger served as Chairman 

and CEO of Fifth Third Bank (Chicago). The Company intends to recommend Feiger to the 

Nominating and Corporate Governance Committee. Feiger’s previous position at MB Financial 

overlaps with Defendants Daniels and Harvey. As aforementioned, upon Fifth Third’s acquisition 

of MB Financial, Harvey and Daniels were appointed to the Board, and now Feiger has received 

the same appointment. Further, Feiger cannot disinterestedly consider a demand made with regard 

to Defendant Harvey or Daniels due to their prior relationship at MB Financial. All three (Daniels, 

Harvey, and Feiger) served at MB Financial prior to the merger with the Company, and all three 

have been appointed to the Board of Fifth Third as a result. Moreover, according to a SEC Form 

4 filed on June 16, 2020, Feiger beneficially owns 586,715 shares of the Company’s common 

stock. The amount of Feiger’s holding significantly dwarfs the other members of the Board. 

Therefore, Feiger cannot disinterestedly consider a demand and faces a substantial likelihood of 

liability. 

284. As described, many members of the Board have longstanding business and personal 

relationships with each other precluding them from acting independently and in favor of or support 

of shareholders’ interests. 

285. The Board’s conduct described herein and summarized above demonstrates a 

pattern of misconduct that could not have been the product of legitimate business judgment, as it 

was based on intentional, reckless, grossly negligent, and disloyal misconduct. The Board’s 

misconduct – through both their intentional actions and conscious inaction – was in bad faith and 

breached their duty of loyalty. Thus, none of the Board can claim exculpation from their violations 

of duty pursuant to the Company’s charter (to the extent such a provision exists). 

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286. As a majority of the Board faces a substantial likelihood of liability, they are selfinterested in the conduct, policies, and procedures complained of herein and cannot be presumed 

to be capable of exercising independent and disinterested judgment about whether to pursue this 

action on behalf of the Company. 

287. Furthermore, Demand upon the Board is futile because a majority of the Board has 

demonstrated that their personal and financial interests are superior to those of Fifth Third. As 

aforementioned, a mere two (2) weeks after the filing of the CFPB Action the Individual 

Defendants authorized the Amended Regulations which fully indemnified the Individual 

Defendants to the fullest extent permitted by law. 

288. Additionally, the Amended Regulations authorized and adopted by the Individual 

Defendants permit the Individual Defendants, as well as other executives and employees, to 

receive advanced expense payments on their behalf, including expenses related to attorney’s fees. 

289. The Amended Regulations approved by the Individual Defendants demonstrates 

that the Board and certain executive officers are not acting in the best interests of Fifth Third, and 

instead are elevating their own interests above the interests of the Company. As such demand 

upon the Board is futile. 

290. The Board may also be protected against personal liability for their acts of 

mismanagement and breaches of fiduciary duty alleged herein by directors and officers liability 

insurance if they caused the Company to purchase it for their protection with corporate funds. If 

there is a directors and officers liability insurance policy covering the Board, it may contain a 

provision that eliminates coverage for any action brought directly by the Company against the 

Board, known as the “insured-versus-insured exclusion.” As a result, if the Board was to sue 

themselves or certain of the officers of the Company, there would be no directors and officers 

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insurance protection. Accordingly, the Board cannot be expected to bring such a suit. 

Alternatively, if the suit is brought derivatively, such an insurance policy will provide a basis for 

the Company to effectuate a recovery. 

291. If there is no directors and officers liability insurance, the Board will not instruct 

Fifth Third to sue the Individual Defendants, including themselves, because they would face a 

large uninsured individual liability if they did. Consequently, demand would also be futile. 

292. Based on the foregoing, the Board faces a sufficiently substantial likelihood of 

liability and, accordingly, there is a reasonable doubt as to each Board member’s disinterestedness 

in deciding whether pursuing legal action would be in the Company’s best interest. Additionally, 

the Board has repeatedly failed to act and have shown their unwillingness to address the 

Unauthorized Accounts, and the illegitimate and unethical practices employed by Fifth Third, 

which indicates that demand upon the Director Defendants is futile. Accordingly, demand upon 

the Director Defendants is excused as being futile. 

CAUSES OF ACTION 

COUNT I 

(Against Defendant Carmichael for Breach of Fiduciary Duty) 

293. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

294. Defendant Carmichael owed and owes Fifth Third fiduciary obligations, including 

the obligations of good faith, loyalty, and care. Among other things, Defendant Carmichael owed 

and owes a fiduciary duty to Fifth Third to disseminate accurate, truthful, and complete 

information to the Company’s shareholders. 

295. Defendant Carmichael has a duty to Fifth Third and its shareholders to prudently 

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supervise, manage, and control the operations, business and internal financial accounting, and 

disclosures of the Company. 

296. As alleged herein, Defendant Carmichael had and has a fiduciary duty to, among 

other things, exercise good faith to ensure that the Company’s business practices were maintained 

in good faith and, when put on notice of problems with the Company’s business practices and 

operations by customers, state officials and regulators, and other members of the public, exercise 

good faith in taking appropriate action to correct the misconduct and prevent its recurrence. 

297. Defendant Carmichael breached his duties of loyalty, care, and good faith by: 

(i) failing to implement and enforce a system of effective internal controls and procedures; 

(ii) failing to exercise their oversight duties by not monitoring the Company’s compliance with 

state and federal laws and the Company’s internal policies and procedures; (iii) consciously 

disregarding and failing to ensure that the Company was following proper sales practices, resulting 

in the commencement of the CFPB Action and the Securities Class Action; (iv) failing to fully, 

fairly, and timely disclose the scope and impact of the improper sales practices taught to and used 

by the Company’s employees and managers; (v) failing to timely take corrective action to reduce 

and/or eliminate the illegal sales practices taught to and used by the Company’s employees and 

managers; (vi) failing to revise the Company’s incentive pay structure to reduce the likely hood of 

employees and managers engaging in unlawful sales practices; (vii) making and/or causing the 

Company to make false and misleading statements and/or material omissions resulting in the 

commencement of the Securities Class Action; (viii) allowing the Company to violate multiple 

federal and state laws and regulations; (ix) failing to take appropriate remedial action when the 

Board knew, or should have known, that there was pervasive misconduct at the Company; 

(x) failing to act in the best interests of the Company and instead acting for their own self-interest; 

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and (xi) consciously causing substantial damage to the Company’s credibility, corporate image, 

and goodwill. 

298. Defendant Carmichael’s actions could not have been a good faith exercise of 

prudent business judgment. 

299. Defendant Carmichael had actual or constructive knowledge that the Company 

issued materially false and misleading statements, and he failed to correct the Company’s public 

statements and representations or, in the alternative, cause the corrections to be issued by another 

director or officer of Fifth Third. Defendant Carmichael had actual knowledge of the 

misrepresentations and omissions of material facts set forth herein, or acted with reckless disregard 

for the truth, in that Defendant Carmichael failed to ascertain and to disclose such facts even 

though such facts were readily available. Such material misrepresentations and omissions were 

committed knowingly or recklessly. 

300. Defendant Carmichael had actual or constructive knowledge that the Company was 

engaging in the practices as set forth herein, and that internal controls and procedures were not 

adequately maintained and applied. 

301. As a direct and proximate result of Defendant Carmichael’s foregoing breaches of 

his fiduciary duties, the Company has suffered and will continue to suffer significant damages, as 

alleged herein. As a result of the misconduct alleged herein, Defendant Carmichael is liable to the 

Company. 

302. Defendant Carmichael’s misconduct – through both his actions and conscious 

inaction – cannot be exculpated. 

303. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

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COUNT II 

(Against Defendants Daniels, Harvey, Heminger, Hoover, Mallesch, McCallister, Williams, 

Akins, Bayh, Benitez, Blackburn, Brumback, and Burris (“Director Defendants”) for 

Breach of Fiduciary Duty) 

304. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

305. The Director Defendants owed and owe Fifth Third fiduciary obligations, including 

the obligations of good faith, loyalty, and care. Among other things, the Director Defendants owed 

and owe a fiduciary duty to Fifth third to disseminate accurate, truthful, and complete information 

to the Company’s shareholders. 

306. The Director Defendants have a duty to Fifth Third and its shareholders to prudently 

supervise, manage, and control the operations, business and internal financial accounting, and 

disclosures of the Company. 

307. As alleged herein, the Director Defendants had and have a fiduciary duty to, among 

other things, exercise good faith to ensure that the Company’s business practices were maintained 

in good faith and, when put on notice of problems with the Company’s business practices and 

operations by customers, state officials and regulators, and other members of the public, exercise 

good faith in taking appropriate action to correct the misconduct and prevent its recurrence. 

308. The Director Defendants breached their duties of loyalty, care and good faith by: 

(i) failing to implement and enforce a system of effective internal controls and procedures; 

(ii) failing to exercise their oversight duties by not monitoring the Company’s compliance with 

state and federal laws and the Company’s internal policies and procedures; (iii) consciously 

disregarding and failing to ensure that the Company was following proper sales practices, resulting 

in the commencement of the CFPB Action and the Securities Class Action; (iv) failing to fully, 

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fairly, and timely disclose the scope and impact of the improper sales practices taught to and used 

by the Company’s employees and managers; (v) failing to timely take corrective action to reduce 

and/or eliminate the illegal sales practices taught to and used by the Company’s employees and 

managers; (vi) failing to revise the Company’s incentive pay structure to reduce the likely hood of 

employees and managers engaging in unlawful sales practices; (vii) making and/or causing the 

Company to make false and misleading statements and/or material omissions resulting in the 

commencement of the Securities Class Action; (viii) allowing the Company to violate multiple 

federal and state laws and regulations; (ix) failing to take appropriate remedial action when the 

Board knew, or should have known, that there was pervasive misconduct at the Company; 

(x) failing to act in the best interests of the Company and instead acting for their own self-interest; 

and (xi) consciously causing substantial damage to the Company’s credibility, corporate image, 

and goodwill. 

309. The Director Defendants’ actions could not have been a good faith exercise of 

prudent business judgment. 

310. The Director Defendants had actual or constructive knowledge that the Company 

issued materially false and misleading statements and failed to correct the Company’s public 

statements and representations or, in the alternative, cause the corrections to be issued by another 

director or officer of Fifth Third. The Director Defendants had actual knowledge of the 

misrepresentations and omissions of material facts set forth herein, or acted with reckless disregard 

for the truth, in that the Director Defendants failed to ascertain and to disclose such facts even 

though such facts were readily available. Such material misrepresentations and omissions were 

committed knowingly or recklessly. 

311. The Director Defendants had actual or constructive knowledge that the Company 

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was engaging in the practices as set forth herein, and that internal controls and procedures were 

not adequately maintained and applied. 

312. As a direct and proximate result of the Director Defendants’ foregoing breaches of 

their fiduciary duties, the Company has suffered and will continue to suffer significant damages, 

as alleged herein. As a result of the misconduct alleged herein, Director Defendants are liable to 

the Company. 

313. The Director Defendants’ misconduct – through both their actions and conscious 

inaction – cannot be exculpated. 

314. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

COUNT III 

(Against Defendants Tuzun and Forrest (“Officer Defendants”) for Breach of 

Fiduciary Duty) 

315. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

316. The Officer Defendants owed and owe Fifth Third fiduciary obligations, including 

the obligations of good faith, loyalty, and care. Among other things, the Officer Defendants owed 

and owe a fiduciary duty to Fifth Third to disseminate accurate, truthful, and complete information 

to the Company’s shareholders. 

317. The Officer Defendants have a duty to Fifth Third and its shareholders to prudently 

supervise, manage, and control the operations, business and internal financial accounting, and 

disclosures of the Company. 

318. As alleged herein, the Officer Defendants had and have a fiduciary duty to, among 

other things, exercise good faith to ensure that the Company’s business practices were maintained 

in good faith and, when put on notice of problems with the Company’s business practices and 

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operations by customers, state officials and regulators, and other members of the public, exercise 

good faith in taking appropriate action to correct the misconduct and prevent its recurrence. 

319. The Officer Defendants breached their duties of loyalty, care and good faith by: 

(i) failing to implement and enforce a system of effective internal controls and procedures; 

(ii) failing to exercise their oversight duties by not monitoring the Company’s compliance with 

state and federal laws and the Company’s internal policies and procedures; (iii) consciously 

disregarding and failing to ensure that the Company was following proper sales practices, resulting 

in the commencement of the CFPB Action and the Securities Class Action; (iv) failing to fully, 

fairly, and timely disclose the scope and impact of the improper sales practices taught to and used 

by the Company’s employees and managers; (v) failing to timely take corrective action to reduce 

and/or eliminate the illegal sales practices taught to and used by the Company’s employees and 

managers; (vi) failing to revise the Company’s incentive pay structure to reduce the likely hood of 

employees and managers engaging in unlawful sales practices; (vii) making and/or causing the 

Company to make false and misleading statements and/or material omissions resulting in the 

commencement of the Securities Class Action; (viii) allowing the Company to violate multiple 

federal and state laws and regulations; (ix) failing to take appropriate remedial action when the 

Board knew, or should have known, that there was pervasive misconduct at the Company; 

(x) failing to act in the best interests of the Company and instead acting for their own self-interest; 

and (xi) consciously causing substantial damage to the Company’s credibility, corporate image, 

and goodwill. 

320. The Officer Defendants’ actions could not have been a good faith exercise of 

prudent business judgment. 

321. The Officer Defendants had actual or constructive knowledge that the Company 

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issued materially false and misleading statements and failed to correct the Company’s public 

statements and representations or, in the alternative, cause the corrections to be issued by another 

director or officer of Fifth Third. The Officer Defendants had actual knowledge of the 

misrepresentations and omissions of material facts set forth herein, or acted with reckless disregard 

for the truth, in that The Officer Defendants failed to ascertain and to disclose such facts even 

though such facts were readily available. Such material misrepresentations and omissions were 

committed knowingly or recklessly. 

322. The Officer Defendants had actual or constructive knowledge that the Company 

was engaging in the practices as set forth herein, and that internal controls and procedures were 

not adequately maintained and applied. 

323. As a direct and proximate result of the Officer Defendants foregoing breaches of 

his fiduciary duties, the Company has suffered and will continue to suffer significant damages, as 

alleged herein. As a result of the misconduct alleged herein, the Officer Defendants are liable to 

the Company. 

324. The Officer Defendants’ misconduct – through both their actions and conscious 

inaction – cannot be exculpated. 

325. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

COUNT IV 

(Against Defendant Carmichael for Unjust Enrichment) 

326. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

327. Through the wrongful course of conduct and actions complained of herein, 

Defendant Carmichael was unjustly enriched at the expense of, and to the detriment to, Fifth Third. 

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The wrongful conduct was continuous and resulted in ongoing harm to the Company. Defendant 

Carmichael was unjustly enriched pursuant to receiving compensation and director remuneration. 

328. Plaintiffs, as shareholders of Fifth Third, seeks restitution from Defendant 

Carmichael, and seeks an order of this Court disgorging all profits, benefits, and other 

compensation obtained by Defendant Carmichael from his wrongful course of conduct and 

fiduciary breaches. 

329. By reason of the foregoing, Fifth Third has sustained and continues to sustain 

damages. 

330. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

COUNT V 

(Against the Director Defendants (Daniels, Harvey, Heminger, Hoover, Mallesch, 

McCallister, Williams, Akins, Bayh, Benitez, Blackburn, Brumback, and Burris) for 

Unjust Enrichment) 

331. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

332. Through the wrongful course of conduct and actions complained of herein, the 

Director Defendants were unjustly enriched at the expense of, and to the detriment to, Fifth Third. 

The wrongful conduct was continuous and resulted in ongoing harm to the Company. The Director 

Defendants were unjustly enriched pursuant to receiving compensation and director remuneration. 

333. Plaintiffs, as shareholders of Fifth Third, seek restitution from the Director 

Defendants, and seek an order of this Court disgorging all profits, benefits, and other compensation 

obtained by the Director Defendants from their wrongful course of conduct and fiduciary breaches. 

334. By reason of the foregoing, Fifth Third has sustained and continues to sustain 

damages. 

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335. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

COUNT VI 

(Against the Officer Defendants (Tuzun and Forrest) for Unjust Enrichment) 

336. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

337. Through the wrongful course of conduct and actions complained of herein, the 

Officer Defendants were unjustly enriched at the expense of, and to the detriment to, Fifth Third. 

The wrongful conduct was continuous and resulted in ongoing harm to the Company. The Officer 

Defendants were unjustly enriched pursuant to receiving compensation and officer remuneration. 

338. Plaintiffs, as shareholders of Fifth Third, seek restitution from the Officer 

Defendants, and seek an order of this Court disgorging all profits, benefits, and other compensation 

obtained by the Officer Defendants from their wrongful course of conduct and fiduciary breaches. 

339. By reason of the foregoing, Fifth Third has sustained and continues to sustain 

damages. 

340. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

COUNT VII 

(Against Individual Defendants for Violations of Section 14(a) of the Exchange Act) 

341. Plaintiffs incorporate by reference and reallege each of the foregoing allegations as 

though fully set forth herein. 

342. Plaintiffs bring this case of action derivatively on behalf of the Company. 

343. Each of the Individual Defendants authorized or oversaw the dissemination of at 

least one of Fifth Third’s Proxy Statements (defined above as the 2018, 2019, and 2020 proxy 

statements). 

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344. Rules 14a-9, promulgated pursuant to § 14(a) of the Exchange Act, provides that 

no proxy statement shall contain “any statement which, at the time and in the light of the 

circumstances under which it is made, is false or misleading with respect to any material fact, or 

which omits to state any material fact necessary in order to make the statements therein not false 

or misleading.” 17 C.F.R. § 240.14a-9. 

345. The Proxy Statements issued by the Board violated §14(a) of the Exchange Act and 

Rule 14a-9 because the Proxy Statements contained false statements and omitted material facts 

necessary to make the discussion of the Company’s business operations and internal controls not 

false and misleading. Specifically, the Proxy Statements failed to disclose, inter alia, that: (i) the 

Board was on notice for years of the misconduct described herein; (ii) the Company’s use of CrossSelling and incentives caused its employees to engage in the misconduct described herein; (iii) the 

Company was aware of the misconduct as early as 2008 but neglected to design and monitor the 

Company’s Cross-Selling and incentive compensation in a way that would identify and prevent 

the misconduct described herein; (iv) there were material weaknesses in the Company’s internal 

controls; (v) the Company was at a heightened risk of regulatory action due to the misconduct 

described herein; and (vi) the Company’s earnings were at least partially a result of the misconduct 

described herein and were not sustainable. 

346. Furthermore, the Proxy Statements were false and misleading by stating that the 

Company’s compensation programs were tailored to avoid risks but instead the Individual 

Defendants encouraged and fostered a culture of unnecessary risk-taking while being on notice of 

the misconduct. Specifically, despite the Proxy Statements claiming that the Company was 

focused on avoiding excessive risk, the Company implemented aggressive incentive compensation 

programs that encouraged risk-taking and rewarded employees for new accounts and the number 

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of accounts that current customers had with Fifth Third Bank. During this time, the Audit 

Committee was responsible for reviewing all employee complaints submitted through the 

EthicsLine. As a result, the Audit Committee and the entire Board were on notice of the 

misconduct described herein and failed to disclose this information. 

347. Further, the Proxy Statements issued by the Board were false and misleading as to 

the extent they contained information describing the Company’s compliance with governmental 

policies and regulations. The Proxy Statements were further false and misleading as the Individual 

Defendants failed to comply with the Company’s Code while representing that the application of 

its terms was nonnegotiable. Moreover, the Proxy Statements were false and misleading by not 

disclosing the misconduct discussed herein and the scheme to issue false and misleading 

statements and/or omit material facts necessary for shareholders to make informed decisions 

regarding the Company. 

348. By reason of their fiduciary duties and through the application of reasonable care, 

the Individual Defendants knew or should have known that by failing to disclose the material facts 

as discussed herein, the representations and statements made in the Proxy Statements were 

materially false and misleading. The misstatement or omission of material facts were vital 

information necessary for reasonable shareholders, including Plaintiffs, when voting on items 

contained within the Proxy Statements, including whether to support the election of Board 

members, approval of executive compensation, and selection of the Company’s independent 

auditor. 

349. The false and misleading statements of the Proxy Statements caused and directly 

led to the re-election of Defendants Carmichael, Akins, Benitez, Blackburn, Brumback, Burris, 

Heminger, Hoover, Mallesch, McCallister, and Williams during the period of misconduct 

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described herein. Further, their re-election, based on false and misleading statements, permitted 

these Directors to continually abdicate their duties owed to Fifth Third, its shareholders, and 

Plaintiffs. 

350. The Company was damaged as a direct and proximate result of the dissemination 

of the false and misleading Proxy Statements because the Proxy Statements contained material 

misrepresentations and omissions, as alleged herein, which wasted corporate assets and prevented 

shareholders from engaging in a fully informed vote for, among other things, whether to support 

the election of Board members, approval of executive compensation, and selection of the 

Company’s independent auditor. 

351. Plaintiffs, on behalf of Fifth Third, have no adequate remedy at law. 

PRAYER FOR RELIEF 

WHEREFORE, Plaintiffs demand judgment as follows: 

A. Determining that this action is a proper derivative action maintainable under the 

law and demand was excused; 

B. Against all Individual Defendants and in favor of the Company for the amount of 

damages sustained by the Company as a result of the Individual Defendants’ breaches of fiduciary 

duties and unjust enrichment; 

C. Directing Fifth Third to take all necessary actions to reform and improve its 

corporate governance and internal procedures to comply with applicable laws and to protect the 

Company and its shareholders from a repeat of the damaging events described herein, including, 

but not limited to, putting forward for shareholder vote resolutions for amendments to the 

Company’s Bylaws or Articles of Incorporation and taking such other action as may be necessary 

to place before shareholders for a vote a proposal to strengthen the Board’s supervision of 

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operations and develop and implement procedures for greater shareholder input into the policies 

and guidelines of the Board; 

D. Awarding to Fifth Third restitution from the Individual Defendants, and ordering

disgorgement of all profits, benefits and other compensation obtained by the Individual 

Defendants; 

E. Awarding to Plaintiffs the costs and disbursements of the action, including

reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses; and 

F. Granting such other and further relief as the Court deems just and proper.

Dated: August 7, 2020 

Respectfully submitted, 

By: /s/ Kyle A. Shamberg 

Kyle A. Shamberg 

Carlson Lynch LLP

111 W. Washington Street, Suite 1240 

Chicago, IL 60602 

Telephone: (312) 750-1265 

kshamberg@carlsonlynch.com 

FARUQI & FARUQI, LLP 

Nadeem Faruqi 

Nina M. Varindani 

685 Third Avenue, 26th Floor 

New York, NY 10017 

Telephone: (212) 983-9330 

Facsimile: (212) 983-9331 

nfaruqi@faruqilaw.com 

nvarindani@faruqilaw.com 

FARUQI & FARUQI, LLP 

Alex B. Heller 

Christopher M. Lash 

1617 John F. Kennedy Blvd, #1550 

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One Penn Center 

Philadelphia, PA 19103 

Telephone: 215-277-5770 

Facsimile: 215-277-5771 

aheller@faruqilaw.com 

clash@faruqilaw.com 

Attorneys for Plaintiffs William Cox 

and Merrill Dill 

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