Comerica Incorporated-Proxy Statment/Circular-2020

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934


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It is our pleasure to invite you to attend the 2021 Annual Meeting of Shareholders of Comerica Incorporated at 9:30 a.m., Central Time, on Tuesday, April 27, 2021. Due to the ongoing COVID-19 pandemic and concern for the safety and well-being of our shareholders, the Annual Meeting will once again be held on a virtual-only basis.

2020 was a challenging and dynamic year due to the COVID-19 pandemic. Comerica moved quickly to protect and support customers and colleagues by implementing new operational protocols, significantly increasing our contributions to community organizations, supporting clients with Paycheck Protection Program loans, and providing additional pay and healthcare resources for colleagues. The Business Continuity Executive Team was mobilized and met at least bi-weekly throughout the year to assess strategies to operate safely during the pandemic. Our Board was highly engaged working through issues and discussion plans in both formal and informal meetings.

Despite these headwinds, our 2020 results included solid loan performance and a record level of deposits, which helped offset the rapid decline in interest rates. Expenses remained well-controlled and included COVID-related costs. In light of the unprecedented environment, we significantly increased our credit allowance in the first quarter. Credit migration was manageable, and our full-year net charge-offs were 38 basis points of average loans (14 basis points excluding Energy), reflective of our relationship banking strategy and deep credit experience. We maintained our strong capital levels, and our book value grew 7 percent from 2019, to over $55. In summary, it was a solid performance, particularly considering the difficult economic conditions.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted as you desire.

For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 25, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 27, 2021. The proxy statement and annual report to security holders are available at www.envisionreports.com/CMA.

EXECUTIVE SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

About Comerica

Founded in 1849, Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, strategically aligned by three business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica focuses on relationships, and helping people and businesses be successful. In addition to Texas, Comerica locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico.

2020 Financial and Operating Performance

Comerica has a long history of successfully managing through challenging times. We have demonstrated our resiliency and unwavering dedication to provide a high-level of customer service as we navigate the COVID-19 pandemic. We maintain a culture that drives continuous efficiency improvement. Our consistent, disciplined credit standards and strong capital base continues to serve us well. These key attributes provide the foundation to continue to deliver long-term shareholder value. This has been demonstrated by our book value per share, which grew 7%, to a record level at year-end.

Some of our noteworthy financial accomplishments in 2020 included:

•

Reached record levels of period-end assets, loans and deposits, as we worked tirelessly to support our customers through the COVID crisis:

o: 20%, or $14.7 billion, increase in total assets to a record $88.1 billion at year-end;
o: 4%, or $1.9 billion, increase in total loans to a record $52.3 billion; and
o: 27%, or $15.6 billion, increase in total deposits to a record $72.9 billion, which included $12.0 billion growth in noninterest-bearing deposits.

•

Revenue of $2.9 billion declined from a 2019 record, due to the rapid decline in interest rates as well as a slowdown in economic activity.

•

Noninterest expenses remained well-controlled and increased only 2%, including COVID-related costs and increased FDIC insurance.

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Significantly increased our credit allowance in light of the unprecedented economic impacts of COVID.

•

Credit metrics remained strong with nonperforming assets remaining below our historic norm at 69 basis points of total loans and foreclosed property. Net charge-offs were 38 basis points of average loans, or only 14 basis points excluding Energy.

•

First quarter results were impacted by a rapid decline in rates and a large provision for credit losses to prudently increase our reserves; each subsequent quarter our net income increased.

•

Capital level was near an all-time-high. Returned $378 million to common shareholders through dividends, including an increase in the dividend to $2.72 per share and the repurchase of $189 million of common stock (3.2 million shares) in the first quarter.

Commitment to Diversity, Sustainability and Community

Our seven Core Values define how we act — internally and externally — to achieve our strategic objectives, and reflect our commitment to corporate responsibility:

•: Customer-centricity. Our decisions will be based first and foremost on what is best for our customers, be they internal or external.
•: Collaboration. We will work as a team to do what is right by our customers and our colleagues.
•: Integrity. We will maintain the highest ethical standards through our honesty and transparency. We will honor our commitments and take personal responsibility for our actions.
•: Excellence. We understand there are no trade-offs or short cuts on the road to success. We will strive for greatness through continuous self-improvement.
•: Agility. We aspire to become a company that fully embraces innovation as a means of driving ongoing growth and prosperity. We remain flexible and adaptable to change.
•: Diversity. We will create an environment that celebrates the differences among our colleagues and customers, with the understanding that such differences make us a stronger company.
•: Involvement. We embrace our critical role in the communities we serve and acknowledge that our success is intertwined with theirs. We will make sustainability a priority.

The Governance, Compensation and Nominating Committee is responsible for determining the constituency of the Board, and looks at diversity of experience, professions, skills, geographic representation and/or backgrounds when evaluating nominees. Historically annual updates on human capital, including diversity and inclusion information, were provided to the Governance, Compensation and Nominating Committee, and in 2021 the Chief Diversity Officer started providing those annual updates to the full Board instead, focusing on our strategic framework; progress made in corporate governance, workforce diversity, education and social impact over the past year; and the diversity and inclusion action plan for the upcoming year.

At the employee level, Comerica supports diversity and inclusion through our Executive Diversity Committee ("EDC"), comprised of our CEO, his leadership team and Comerica's Chief Diversity Officer. All of Comerica's EDC members are required to include diversity and inclusion in their annual performance review and to include diversity objectives throughout their lines of business. Employee diversity, inclusion and engagement highlights for 2020 included:

The Enterprise Risk Committee of the Board oversees all of Comerica's risk management, including environmental and social risks. Comerica's Director of Corporate Sustainability provides annual updates to the Board's Enterprise Risk Committee, which reviews our value creation approach to corporate sustainability, including areas of progress, challenges and future initiatives. Sustainability highlights for 2020 included:

Comerica also formed an ESG Council in 2020 with the purpose of driving long-term value by establishing a cohesive, strategic direction to raise expectations of Comerica's ESG programs and performance. The ESG Council provides semi-annual updates to Comerica's CEO and his leadership team on ESG programs at Comerica and developing issues in the space. Members of the ESG Council include representatives from all three business lines, as well as our Chief Community Officer, Chief Diversity Officer, Director of Corporate Sustainability, Investor Relations Director, Director of Enterprise Risk and Credit Review, Portfolio Risk Analytics, Director of Government Relations, and Corporate Communications & Executive Administration.

Board and Governance Highlights

Our management team and the Board are focused on serving the long-term interests of Comerica's shareholders. The Board's primary responsibility is the oversight of the Company's management team, and the Board has a number of measures in place to continually enhance Board composition, efficiency and effectiveness, demonstrated through the following:

•

Annual election of directors

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Majority voting for directors

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Annual self-evaluation by the Board and its committees

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Regular assessment of Board composition — 3 new independent Board members since 2016

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Regularly-scheduled executive sessions of non-management directors

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45% of the Board is diverse, based on race, gender and/or ethnicity. Out of eleven Board members, three are female and three are racially/ethnically diverse.

•

Engagement in Comerica's long-term corporate strategy on an ongoing basis as well as at an annual dedicated session

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Proxy access

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Ten out of eleven directors (91%) are independent

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No directors attended fewer than 75% of meetings

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Independent audit, compensation and nominating committees

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Independent Facilitating Director with robust duties and responsibilities

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Women hold key Board leadership positions (Independent Facilitating Director and Governance, Compensation and Nominating Committee chair)

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Board-level oversight of important matters, including COVID-19 response, cybersecurity and ESG issues

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Mandatory Board retirement age: 72

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No director serves on more than five public company boards, or two public company boards if they are a public company executive officer

COVID-19 Oversight

In 2020, management and the Board were highly engaged working through COVID-19 related issues in both formal and informal meetings. Issues were addressed internally through the Business Continuity Executive Team ("BCET"), consisting of senior leaders including the CEO, CFO, Chief Credit Officer, Chief Risk Officer, Chief Enterprise Technology & Operations Services Officer, heads of each business line, Chief Human Resources Officer, Chief Legal Officer, and Chief Marketing Officer, as well as representatives from government relations, HR operations, back-office operations, facilities and procurement. Additionally, special management committees related to capital and liquidity met under the leadership of the CEO and CFO. The CEO and senior leaders met more frequently with Board members and elevated issues as appropriate. The Board held additional meetings as well.

Board Nominees

The following table provides summary information about each director nominee. Each director nominee will be elected for a one-year term. Directors are elected by a majority of votes cast.

Director

Committee Memberships

Other Public

Name

Age

since

Occupation

Independent

GCNC

ERC

QLCC

Company Boards

Michael E. Collins

2016

Chair and Sr. Counselor, Blake Collins Group; Former Consultant, Federal Reserve Bank of Cleveland; and Former EVP, Federal Reserve Bank of Philadelphia

Roger A. Cregg

2006

Former President & CEO, AV Homes, Inc.

C, F

Sterling Construction
Company, Inc.

T. Kevin DeNicola

2006

Retired; Former CFO, KIOR, Inc.

Curtis C. Farmer

2018

Chairman, President and CEO,
Comerica Inc. and Comerica Bank

Jacqueline P. Kane

2008

Retired; Former EVP, Human Resources and Corporate Affairs, The Clorox Company

Richard G. Lindner

2008

Retired; Former SEVP & CFO, AT&T, Inc.

Barbara R. Smith

2017

Chairman, President & CEO, Commercial Metals Company

IFD

Commercial Metals Company

Robert S. Taubman

2000

Chairman, President & CEO, The Taubman Realty Group LLC and The Taubman Company LLC

Reginald M. Turner, Jr.

2005

Attorney, Clark Hill

Masco Corporation

Nina G. Vaca

2008

Chairman & CEO, Pinnacle Technical Resources, Inc. and Vaca Industries Inc.

Cinemark Holdings, Inc.

Michael G. Van de Ven

2016

COO, Southwest Airlines Co.

AC — Audit Committee; C — Chair; ERC — Enterprise Risk Committee; F — Financial expert; GCNC — Governance, Compensation and Nominating Committee; IFD — Independent Facilitating Director; QLCC — Qualified Legal Compliance Committee

Director Qualifications and Experience

The following table provides an overview of our director nominees' specific skills, experiences and areas of knowledge that allow the Board to effectively serve and represent the interests of Comerica's four core constituencies: its shareholders, its customers, the communities it serves and its employees. In addition, directors gain substantial experience through Comerica Board tenure, which involves significant exposure to the complex regulations and changing landscape of the financial services industry.

The Board of Directors recommends that you vote "FOR"
the candidates for director.

Election of Directors. The Board of Directors of Comerica Incorporated ("Comerica," the "Company" or "we") currently has eleven members, and directors are elected annually for terms of one year. Based on the recommendation of the Governance, Compensation and Nominating Committee, the Board has nominated all of Comerica's current directors to serve another term or until their successors are elected and qualified.

The Board has chosen to nominate Comerica's current directors based on their unique expertise, experiences, perspectives and leadership skills.

The current directors are the only nominees, and each of them has been previously elected by the shareholders. Each of the nominees has consented to his or her nomination and has agreed to serve as a director of Comerica, if elected. Proxies cannot be voted for a greater number of people than the number of nominees named.

If any director is unable to stand for re-election, Comerica may vote the shares to elect any substitute nominees recommended by the Governance, Compensation and Nominating Committee, and it is intended that such shares represented by proxy, if given and unless otherwise specified therein, will be voted FOR the remaining nominees and substitute nominee or nominees so designated. If any such substitute nominees are so designated, Comerica would expect to provide supplemental proxy materials that, as applicable, identify the substitute nominees, disclose that such nominees have consented to being named in Comerica's proxy materials and to serve if elected, and include biographical and other information about such nominees to the extent required by the rules of the SEC. If the Governance, Compensation and Nominating Committee does not recommend any substitute nominees, the number of directors to be elected at the Annual Meeting may be reduced by the number of nominees who are unable to serve.

COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR CANDIDATES LISTED BELOW.

The following section provides information as of March 16, 2021 about each nominee for election as a director.

The information provided includes the age of each nominee or incumbent director; the nominee's or incumbent director's principal occupation, employment and business experience during the past five years, including employment with Comerica and Comerica Bank, a wholly-owned subsidiary of Comerica, if applicable, as well as other professional experience; other public company or registered investment company directorships during the past five years; and the year in which the nominee or incumbent director became a director of Comerica.


		Michael E. Collins		Director since 2016
		Mr. Collins, 69, has served as the Chair and Senior Counselor of Blake Collins Group, a public relations and communications firm, since July 2013. He was an advisor to The Bancorp, Inc., a financial services institution, from July 2013 to November 2016. He also served as a consultant to the Federal Reserve Bank of Cleveland, a bank regulator, from November 2014 to March 2015 and as Executive Vice President and Lending Officer of the Federal Reserve Bank of Philadelphia, a bank regulator, from June 2009 to June 2011, where he worked in various capacities beginning in 1974. He was the President and Chief Executive Officer of TD Bank USA, a financial services institution, from March 2013 to July 2013 and Executive Vice President of TD Bank Group, a group of affiliated financial services entities, where he managed audit, legal, compliance, anti-money laundering, regulatory, loan review and government affairs functions from November 2011 to July 2013. He also was Executive Vice President of TD Bank Group and Strategic Advisor to TD Bank USA from September 2011 to October 2011. He was a director of Higher One Holdings, Inc. from April 2015 to August 2016. As a former banking and finance executive with nearly 40 years of regulatory experience, including service with the Federal Reserve Banks of Cleveland and Philadelphia, Mr. Collins brings to the Board a number of key skills, including a strong background in risk management and relevant business management experience, as well as a deep understanding of the financial services industry, including bank regulation. As the Chair of our Enterprise Risk Committee, his experience in identifying, assessing, and managing risk exposures of large, complex financial firms allows Mr. Collins to provide invaluable insight to Comerica.


		Roger A. Cregg		Director since 2006
		Mr. Cregg, 64, was President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona, Texas and North Carolina, from December 2012 to October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006. He has been a director of Sterling Construction Company, Inc. since May 8, 2019. As the former Chief Executive Officer and Chief Financial Officer of public companies, Mr. Cregg has demonstrated the leadership capability and extensive knowledge of complex financial and operational issues necessary to chair our Audit Committee.
		T. Kevin DeNicola		Director since 2006
		Mr. DeNicola, 66, is retired. He served as Chief Financial Officer of KIOR, Inc., a biofuels company, from November 2009 to January 2011. He was Senior Vice President and Chief Financial Officer of KBR, Inc., a global engineering, construction and services company, from June 2008 until October 2009. From June 2002 to January 2008, he was Senior Vice President and Chief Financial Officer of Lyondell Chemical Company, a global manufacturer of basic chemicals. Mr. DeNicola also served as Senior Vice President and Chief Financial Officer of Equistar Chemicals, LP and Millennium Chemicals Inc., both subsidiaries of Lyondell Chemical Company, from June 2002 to January 2008. In January 2009, Lyondell Chemical Company and certain of its subsidiaries, including Equistar Chemicals, LP and Millennium Chemicals Inc., filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Lyondell emerged from bankruptcy in April 2010. He was also a director of Axiall Corporation (formerly Georgia Gulf Corporation) from September 2009 to August 2016. Mr. DeNicola is an experienced financial leader. His service as Chief Financial Officer of public companies makes him a valuable asset, both on our Board of Directors and as a member of our Audit Committee. Mr. DeNicola's positions have provided him with a wealth of knowledge in dealing with financial and accounting matters. The depth and breadth of his exposure to complex financial issues make him a skilled advisor.


		Curtis C. Farmer		Director since 2018
		Mr. Farmer, 58, has been Chairman (since January 2020); Chief Executive Officer (since April 2019); President (since April 2015); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011) of Comerica Incorporated and Comerica Bank. Prior to joining Comerica, Mr. Farmer served as Executive Vice President and Wealth Management Director of Wachovia Corporation from October 2005 to October 2008. During his 23 years of service to Wachovia, he held a variety of positions of increasing scope and responsibility. Mr. Farmer is an experienced financial services executive who has been nominated to serve on the Board because of his extensive skills and institutional knowledge in the areas of business and consumer banking. As Chairman, President and CEO of Comerica, he has a deep understanding of all aspects of Comerica's core businesses and markets, and has also supervised Comerica's credit, marketing, enterprise technology and operations functions. At Comerica, Mr. Farmer successfully guided the Commercial Bank, Retail Bank and Wealth Management — along with several support functions — through the GEAR Up efficiency initiative and laid the foundation for Comerica to undergo the digital transformation that is underway today. Mr. Farmer is active in the banking industry and serves on the boards of the Bank Policy Institute and The Clearing House, as well as the Dallas Citizens Council. He also has broad experience in wealth management and leadership through his long tenure at Wachovia Corporation.
		Jacqueline P. Kane		Director since 2008
		Ms. Kane, 68, is retired. She served as Executive Vice President, Human Resources and Corporate Affairs, from February 2015 to January 2016, Senior Vice President, Human Resources and Corporate Affairs, from December 2004 to February 2015, Senior Vice President, Human Resources from June 2004 to December 2004, and Vice President, Human Resources from March 2004 to May 2004 for The Clorox Company, a manufacturer and marketer of consumer products. From March 2003 to January 2004, she was Vice President, Human Resources and Executive Leadership for The Hewlett-Packard Company, a technology company. Prior to her role at The Hewlett-Packard Company, Ms. Kane spent 22 years in human resources in the financial services industry. As a former senior executive with experience in human resources, including compensation matters, as well as experience in several of our key geographic markets, Ms. Kane has a unique and insightful perspective to offer the Board. As Chair of our Governance, Compensation and Nominating Committee, she is able to use her experience and perspectives to offer best practices advice.


		Richard G. Lindner		Director since 2008
		Mr. Lindner, 66, is retired. He served as Senior Executive Vice President and Chief Financial Officer of AT&T, Inc. (formerly SBC Communications, Inc.), a telecommunications company, from May 2004 to June 2011. From October 2000 to May 2004, he was the Chief Financial Officer of Cingular Wireless LLC (now AT&T Mobility LLC), a wireless telecommunications company. From October 2002 to March 2007, he served as a director of Sabre Holdings. As the former Chief Financial Officer of AT&T, Inc., Mr. Lindner has demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large organizations. In addition, Mr. Lindner is able to draw upon, among other things, his knowledge of several of our key geographic markets that he has gained through experience in the telecommunications industry.
		Barbara R. Smith		Director since 2017
		Ms. Smith, 61, has been President, Chief Executive Officer and a director of Commercial Metals Company, a manufacturer, recycler and marketer of steel and metal products, since September 2017, and Chairman since January 2018. She joined Commercial Metals Company as Senior Vice President and Chief Financial Officer in 2011 and served in that capacity until she was promoted to Chief Operating Officer in 2016 and President and Chief Operating Officer in January 2017. Previously, she served as Vice President and Chief Financial Officer of Gerdau Ameristeel from 2007-2011 and as Treasurer from 2006-2007. She also served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc. from February 2005 to July 2006. During the more than 20 prior years, Ms. Smith held positions of increasing financial leadership with Alcoa Inc. She was a director of Minerals Technologies Inc. from 2011 to July 2017, where she served as Chair of the Audit Committee and a member of the Compensation Committee. Ms. Smith brings to the Board a number of key skills, including relevant business leadership and management experience, expertise in geographic markets in which Comerica has a presence, including our headquarters market, and significant financial expertise garnered through the chief financial officer and treasury roles she has held during her professional career. Additionally, her strong leadership experience is instrumental in her service as Facilitating Director.


		Robert S. Taubman		Director since 2000⁽¹⁾
		Mr. Taubman, 67, is Chairman, President and CEO of The Taubman Realty Group LLC, which owns, develops and operates regional shopping centers nationally. He was Chairman of Taubman Centers, Inc. from December 2001 to December 2020 and was President and Chief Executive Officer of Taubman Centers, Inc. from August 1992 to December 2020. He has been Chairman of The Taubman Company LLC, a shopping center management company engaged in leasing, management and construction supervision, since December 2001 and has been President and Chief Executive Officer of The Taubman Company LLC since September 1990. He was a director of Sotheby's Holdings, Inc. from 2000 until his retirement in May 2016, and served as a director of Taubman Centers, Inc. from 1992 until December 2020. As an executive involved in real estate development and operations, Mr. Taubman has demonstrated leadership capability and brings key experience in the real estate sector. He also brings insight through experience in many of Comerica's geographic markets.
		Reginald M. Turner, Jr.		Director since 2005
		Mr. Turner, 61, has been an attorney with Clark Hill, a law firm, since April 2000 and has served on the firm's Executive Committee since January 2016. He has been a director of Masco Corporation since March 1, 2015. Mr. Turner is active in public service and with civic and charitable organizations, serving in leadership positions with the American Bar Association, the Detroit Public Safety Foundation, the Detroit Institute of Arts, the Community Foundation for Southeast Michigan and the Hudson-Webber Foundation. As a lawyer, Mr. Turner has a unique legal and risk management perspective to offer the Board. He also has extensive involvement and experience in community affairs.
		Nina G. Vaca⁽²⁾		Director since 2008
		Ms. Vaca, 49, has been Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a global workforce solutions provider offering staffing, managed services, payrolling and independent contractor compliance and a proprietary talent platform, since she founded the company in October 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a privately-held management company, since April 1999. She has been a director of Cinemark Holdings, Inc. since November 2014 and also served as a director of Kohl's Corporation from March 2010 to May 2019. In 2014, the Obama Administration appointed Ms. Vaca as a Presidential Ambassador for Global Entrepreneurship. Ms. Vaca is also a Henry Crown Fellow at the Aspen Institute and a lifetime member of the Council on Foreign Relations. As a chief executive officer with experience in talent solutions, managed services and information technology, as well as successful entrepreneurial endeavors in the U.S. and abroad, Ms. Vaca offers a unique and insightful perspective to the Board.


		Michael G. Van de Ven		Director since 2016
		Mr. Van de Ven, 59, has been Chief Operating Officer of Southwest Airlines Co., a passenger airline, since May 2008. Previously, he served as Executive Vice President from May 2008 to January 2017, Chief of Operations from September 2006 to May 2008, Executive Vice President Aircraft Operations from November 2005 through August 2006, and Senior Vice President Planning from August 2004 to November 2005. He joined Southwest in 1993 and held various positions and responsibilities for the airline including financial planning and analysis, fleet planning, aircraft operations and schedule planning. He also served as senior audit manager for Ernst & Young LLP for 9 years ending in 1993 and is a licensed CPA. Mr. Van de Ven brings to the Board a number of key skills, including relevant business management experience, a strong background in risk management, expertise in geographic markets in which Comerica has a presence, particularly our headquarters market, and a deep understanding of financial planning and accounting, among others.

Annual Elections. Comerica's directors are elected each year by the shareholders at the Annual Meeting, to hold office until the next Annual Meeting and until their successors are elected and qualified.

Majority Voting Standard. In an election of directors where the number of nominees does not exceed the number of directors to be elected, each director must receive the vote of the majority of the votes cast with respect to that director. If a director does not receive the vote of the majority of the votes cast and no successor has been elected at such meeting, the director will promptly tender his or her resignation to the Board.

Annual Self-Evaluation. The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. The Governance, Compensation and Nominating Committee reviews the self-evaluation process. A report is made to the Board on the assessment of the performance of the Board and its committees.

Overboarding Limit. To ensure that our directors have sufficient time to devote to Comerica and its shareholders, our directors may not serve on more than three public company boards in addition to the Comerica Board, and members of Comerica's Audit Committee may not serve on more than two other public company audit committees.

Nominee Selection Process. In identifying candidates for nomination as directors, the Governance, Compensation and Nominating Committee considers the individual's specific qualities and skills. Criteria for assessing nominees include a potential nominee's ability to represent the interests of Comerica's four core constituencies: its shareholders, its customers, the communities it serves and its employees. Minimum qualifications for a director nominee are experience in those areas that the Board determines are necessary and appropriate to meet the needs of Comerica, including leadership positions in public companies, small or middle market businesses, or not-for-profit, professional/regulatory or educational organizations.

For those proposed director nominees who meet the minimum qualifications, the Governance, Compensation and Nominating Committee then assesses the proposed nominee's specific qualifications, evaluates his or her independence, and considers other factors, including skills, geographic location, considerations of diversity, standards of integrity, memberships on other boards (with a special focus on director interlocks), and ability and willingness to commit to serving on the Board for an extended period of time and to dedicate adequate time and attention to the affairs of Comerica as necessary to properly discharge his or her duties. Considerations of diversity can include seeking nominees with a broad diversity of experience, professions, skills, geographic representation and/or backgrounds. The Governance, Compensation and Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

In addition, Article III, Section 12 of the bylaws requires a nominee for election or re-election as a director of Comerica to complete and deliver to the Corporate Secretary a written questionnaire prepared by Comerica with respect to the background and qualification of the person and, if applicable, the background of any other person or entity on whose behalf the nomination is being made. All of the director nominees completed the required questionnaire.

A nominee also must make certain representations and agree that he or she (A) will abide by the requirements of Article III, Section 14 of the bylaws (concerning, among other things, the required tendering of a resignation by a director who does not receive a majority of votes cast in an uncontested election), (B) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how, if elected as a director of Comerica, he or she will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to Comerica or (2) any Voting Commitment that could limit or interfere with his or her ability to comply, if elected as a director of Comerica, with his or her fiduciary duties under applicable law, (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Comerica with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed, and (D) in his or her individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of Comerica, and would comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of Comerica. All of the director nominees made the foregoing representations and agreements.

The Governance, Compensation and Nominating Committee does not have a separate policy for consideration of any director candidates recommended by shareholders. Instead, the Governance, Compensation and Nominating Committee considers any candidate meeting the requirements for nomination by a shareholder set forth in Comerica's bylaws (as well as applicable laws and regulations) in the same manner as any other director candidate. The Governance, Compensation and Nominating Committee believes that requiring shareholder recommendations for director candidates to comply with the requirements for nominations in accordance with Comerica's bylaws ensures that the Governance, Compensation and Nominating Committee receives at least the minimum information necessary for it to begin an appropriate evaluation of any such director nominee.

Board Refreshment. The Governance, Compensation and Nominating Committee maintains an ongoing board refreshment process by identifying additional skills and expertise needed on the Board, and periodically uses a third-party search firm for the purpose and function of identifying potential director nominees. Due to the complexities of banking regulations, the Governance, Compensation and Nominating Committee consciously balances more tenured directors with strong regulatory experience and less tenured directors that can provide a fresh perspective. During 2020,

this mix helped Comerica's Board oversee the Company's response to the COVID-19 pandemic and participation in the PPP program.

Shareholder Engagement. Comerica is committed to acting in the best interests of its shareholders, and as part of this commitment, members of management actively engage with the Company's shareholders in order to fully understand their viewpoints concerning the Company, to garner feedback on areas for improvement, and to help our shareholders better understand our performance and long-term strategic plan.

Proxy Access. In November 2020, Comerica amended its bylaws to adopt proxy access procedures, which permit a shareholder, or a group of up to 20 shareholders, who has continuously owned at least 3% of outstanding common stock of Comerica, par value $5.00 per share ("Comerica Common Stock") for at least 3 years to nominate and include in Comerica's annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws.

Code of Ethics. Comerica has a Code of Business Conduct and Ethics for Employees, which applies to employees and agents of Comerica and its subsidiaries and affiliates, as well as a Code of Business Conduct and Ethics for Members of the Board of Directors. Comerica also has a Senior Financial Officer Code of Ethics that applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer. The Code of Business Conduct and Ethics for Employees, the Code of Business Conduct and Ethics for Members of the Board of Directors and the Senior Financial Officer Code of Ethics are available on Comerica's website at www.comerica.com. Copies of such codes can also be obtained in print by making a written request to the Corporate Secretary.

Board Oversight. Comerica's Board has oversight of important matters, including COVID-19 response, cybersecurity and ESG issues.

In 2020, the Board was highly engaged working through issues and discussion plans in both formal and informal meetings. The Board and its committees held four additional meetings related to COVID-19. Also, senior members of management met more frequently with Board members to give additional updates and continued these communications throughout the course of the year. The CEO was able to provide fulsome reports to the Board based on his leadership of the BCET, which met every other day at the start of the pandemic, and at least bi-weekly the rest of the year.

The Enterprise Risk Committee of the Board oversees all of Comerica's risk management, including cybersecurity, environmental and social risks. Comerica's Chief Enterprise Technology & Operations Services Officer briefs the Enterprise Risk Committee on technology risks on a quarterly basis, at each regularly scheduled meeting. Comerica's Director of Corporate Sustainability provides annual updates to the Board's Enterprise Risk Committee along with our Annual Sustainability Action Plan, which reviews our value creation approach to corporate sustainability, including areas of progress, challenges and future initiatives. The process for raising sustainability issues starts with the corporate sustainability office, which is charged with identifying emerging issues and bringing those to the attention of appropriate business unit(s). This is done with the support of the Sustainability Council, which meets quarterly and includes senior managers from across the organization as well as the CFO, who serves as the executive sponsor of Comerica's sustainability program. The CFO can bring urgent issues directly to the attention of senior leadership and can also escalate to the Board of Directors more frequently than annually if needed.

The Board has several committees, as described below. The names of the directors currently serving on the committees and the committee chairs, where applicable, are also set forth in the chart. The current terms of the various standing committee members expire in April 2021.



		Committee Chair: Roger A. Cregg Other Committee Members: Michael E. Collins T. Kevin DeNicola Richard G. Lindner Reginald M. Turner, Jr. Meetings held in 2020: 13 • All members are independent and financially literate in accordance with New York Stock Exchange ("NYSE") requirements • The Board has determined that Mr. Cregg, Mr. DeNicola and Mr. Lindner are audit committee financial experts in accordance with SEC rules • None of the members of the Audit Committee serve on the audit committees of more than three public companies • Governed by a Board-approved Charter				This committee is responsible, among other things, for providing assistance to the Board by overseeing: (i) the integrity of Comerica's financial statements; (ii) Comerica's compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm's qualifications and independence; and (iv) the performance of Comerica's internal audit function and independent registered public accounting firm, including with respect to both bank and non-bank subsidiaries; and by preparing the "Audit Committee Report" found in this proxy statement. A current copy of the charter of the Audit Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.



		Committee Chair: Michael E. Collins Other Committee Members: Roger A. Cregg T. Kevin DeNicola Robert S. Taubman Reginald M. Turner, Jr. Nina G. Vaca Meetings held in 2020: 4 • All members are independent • Mr. Collins has been designated the Board's risk expert • Governed by a Board-approved Charter				This committee has responsibility for the risk-management policies of Comerica's operations and oversight of the operation of Comerica's risk-management framework. A current copy of the charter of the Enterprise Risk Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.



		Committee Chair: Jacqueline P. Kane Other Committee Members: Richard G. Lindner Barbara R. Smith Nina G. Vaca Michael G. Van de Ven Meetings held in 2020: 8 • All members are independent • Governed by a Board-approved Charter				This committee, among other things, establishes Comerica's executive compensation policies and programs, oversees administration of Comerica's 401(k), stock, incentive, pension and deferral plans, monitors compliance with laws and regulations applicable to the documentation and administration of Comerica's employee benefit plans, monitors the effectiveness of the Board, oversees corporate governance issues and periodically reviews succession plans for key officers of Comerica and reports to the Board on succession planning. Among its various other duties, this committee reviews and recommends to the full Board candidates to become Board members, develops and administers performance criteria for members of the Board, and oversees matters relating to the size of the Board, its committee structure and assignments, and the conduct and frequency of Board meetings. The Governance, Compensation and Nominating Committee also oversees the discussion, review and evaluation of our compensation plans as described below. This committee may delegate its authority to a subcommittee of its members and may allow limited delegations to management. Authority has been delegated to the Off-Cycle Equity Grant Subcommittee (which is composed of two independent directors) to make grants of stock awards, not to exceed 15,000 shares to any one individual per calendar year. A current copy of the charter of the Governance, Compensation and Nominating Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.



		Committee Chair: T. Kevin DeNicola Other Committee Members: Michael E. Collins Roger A. Cregg Richard G. Lindner Reginald M. Turner, Jr. Meetings held in 2020: 1 • All members are independent • Governed by a Board-approved Charter				This committee assists the Board in promoting the best interests of Comerica by reviewing evidence of potential material violations of securities law or breaches of fiduciary duties or similar violations by Comerica or any officer, director, employee, or agent thereof, providing recommendations to address any such violations, and monitoring Comerica's remedial efforts with respect to any such violations. A current copy of the charter of the Qualified Legal Compliance Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.

Other Committees. The Special Preferred Stock Committee was formed in 2020 to carry out the Board's authority with respect to the issuance of preferred securities and to set the terms of such preferred securities. The Special Preferred Stock Committee met one time in 2020.

Board and Committee Meetings. There were six regular and two special meetings of the Board and 28 meetings of the various committees and subcommittees of the Board during 2020. All director nominees and all incumbent directors attended at least seventy-five percent (75%) of the aggregate number of meetings held by the Board and all the committees of the Board on which the respective directors served.

Comerica expects all of its directors to attend the Annual Meeting except in cases of illness, emergency or other reasonable grounds for non-attendance. All of the eleven Board members serving at the time of the 2020 Annual Meeting attended the 2020 Annual Meeting.

The non-management directors meet at regularly scheduled executive sessions without management. Every year, the non-management directors elect a Facilitating Director, for a one-year term, to lead such sessions. Currently, Barbara R. Smith is the Facilitating Director at such sessions. Interested parties may communicate directly with Ms. Smith or with the non-management directors as a group by sending written correspondence, delivered via United States mail or courier service, to: Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, Attn: Non-Management Directors. Alternatively, shareholders may send communications to the full Board by sending written correspondence, delivered via United States mail or courier service, to: Secretary of the Board, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, Attn: Full Board of Directors. The Board of Directors' current practice is that the Secretary will relay all communications received to the Facilitating Director, in the case of communications to non-management directors, and to the Chairman of the Board, in the case of communications to the full Board.

Our Chief Executive Officer also serves as the Chairman of the Board. Mr. Farmer has provided strong leadership to the Board and management, instilling a clear focus on the Company's strategy and business plans. The Board has chosen this structure because it believes the Chief Executive Officer serves as a bridge between management and the Board, ensuring that both groups act with a common purpose. Although the Board believes that it is more effective to have one person serve as the Company's Chairman and Chief Executive, it also believes that it is simultaneously important to have a robust governance structure to ensure a strong and independent Board. All directors, with the exception of the Chairman, are independent as defined under NYSE rules, and the Audit Committee, the Enterprise Risk Committee, the Governance, Compensation and Nominating Committee and the Qualified Legal Compliance Committee are comprised entirely of independent directors. The Board also has an independent Facilitating Director (Ms. Smith) who leads the non-management directors in regularly scheduled executive sessions. As Facilitating Director, Ms. Smith's duties include, but are not limited to, the following:

The Facilitating Director position is elected annually by the non-management directors. The Board believes that the Facilitating Director further strengthens the Board's independence and autonomous oversight of our business as well as Board communication and effectiveness. The executive sessions over which she presides allow non-management directors to discuss issues facing the Company, including matters concerning management, without any members of management present. The role of the Facilitating Director provides the necessary leadership for such discussions and serves as a bridge between the independent directors and the Company's management team.

Comerica has historically had and continues to pursue a strong risk management culture. We recognize that nearly every action taken as a financial institution requires some degree of risk. Our objective is not to eliminate risk but to give consideration to ensure we take the appropriate risks. Risk management is one of the interlinking pillars of Comerica's corporate strategy which reinforces its critical role within our organization. In choosing when and how to take risks, we evaluate our capacity for risk and seek to protect our brand and reputation, our financial flexibility, the value of our assets and the strategic potential of our Company. Each year, our Board approves a statement of our Company's risk appetite, which is used internally to help our Board and management understand our Company's tolerance for risk in each of the major risk categories and allow for the adaption of those tolerances to align with a changing economic environment.

Governance and oversight of risk management activities are shared by management and our Board as follows:

Each of the Enterprise Risk Committee, the Audit Committee and the Governance, Compensation and Nominating Committee reports regularly to the full Board. The Board believes that Comerica has the appropriate leadership to help ensure effective risk oversight. This risk leadership includes our Chief Risk Officer, our Chairman and Chief Executive Officer, our independent Facilitating Director, the Board, various committees of the Board, and various management committees.

Comerica has adopted a Regulation O Policy and Procedure document to implement the requirements of Regulation O of the Federal Reserve Board, which restricts the extension of credit to directors and executive officers and their family members, as well as 10% or greater shareholders, and the related interests of any of the foregoing. Under the policy and procedure, extensions of credit that exceed regulatory thresholds must be approved by the board of the appropriate subsidiary bank.

In addition to loan transactions that are covered by Regulation O, the Board has also adopted a policy setting forth procedures for the review, approval, and monitoring of other transactions greater

than $120,000 involving Comerica and related persons (directors, director nominees, executive officers, 5% shareholders and immediate family members or primary business affiliations of such persons). Under the policy, the Governance, Compensation and Nominating Committee is responsible for reviewing and approving or ratifying all transactions involving related persons. Directors may not vote on a related party transaction in which he or she or any member of his or her immediate family is a related person, but the director may participate in some or all of the Committee's discussions. The policy also permits the Chair of the Governance, Compensation and Nominating Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting.

The policy also contains a list of categories of transactions involving related persons that need not be brought to the Governance, Compensation and Nominating Committee for approval. These include transactions involving brokerage, banking, insurance, investment advisory or asset management services, and other financial services entered into between Comerica and any related person, if the services are provided in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable services provided to non-affiliates and comply with applicable law, including the Sarbanes-Oxley Act of 2002 and Federal Reserve Board Regulation O. Exempted transactions also include other commercial transactions where Comerica has transacted with either a 5% shareholder or an entity employing a related party, and where payments constitute less than 1% of Comerica's consolidated gross revenues or constitute less than 1% of such entity's consolidated gross revenues.

The Governance, Compensation and Nominating Committee will review the following information when assessing a related party transaction:

The Regulation O Policy and Procedure and the Related Party Transactions Policy are both in writing.

BlackRock, Inc. ("BlackRock") reported that it beneficially owns greater than 5% of Comerica Common Stock. In 2020, Comerica paid $691,043 to BlackRock for cash management software in the ordinary course of business. This transaction did not require approval pursuant to the Related Party Transactions Policy.

FMR LLC ("Fidelity") reported that it beneficially owns greater than 5% of Comerica Common Stock. In 2020, Comerica paid $482,862 to Fidelity Investments for equity and benefits plan administration services in the ordinary course of business. This transaction did not require approval pursuant to the Related Party Transactions Policy.

Certain of the executive officers and directors of Comerica, their related entities, and members of their immediate families were customers of and had financial transactions in the ordinary course of business (including loans and loan commitments, as well as other financial products and services) with affiliates of Comerica during 2020 that did not require approval under the Related Party Transactions Policy. Comerica made all loans and commitments in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not related to or affiliated with Comerica or its subsidiaries, and the transactions did not involve more than the normal risk of collectability or present other unfavorable features. Further, such loans and commitments were all made in accordance with Comerica's Regulation O Policy and Procedure. Comerica also offers employee discounts to its employees, including executive officers, on certain financial services not involving an extension of credit.

The Board of Directors has determined that all non-management directors, currently constituting 91% of the full Board of Directors of Comerica, are independent within the meaning of the listing standards of the NYSE. In making such determination, the Board of Directors has affirmatively determined that the following current directors meet the categorical standards of independence described below and have no material relationship with Comerica (either directly or as a partner, shareholder or officer of an organization that has a relationship with Comerica) other than as a director: Michael E. Collins, Roger A. Cregg, T. Kevin DeNicola, Jacqueline P. Kane, Richard G. Lindner, Barbara R. Smith, Robert S. Taubman, Reginald M. Turner, Jr., Nina G. Vaca and Michael G. Van de Ven. Additionally, all of the Audit Committee members satisfy the independence standards under Exchange Act Rule 10A-3 and NYSE rules, and all of the Governance, Compensation and Nominating Committee members satisfy the independence standards under NYSE rules. The Board of Directors further determined that Curtis C. Farmer is not independent because he is an employee of Comerica.

Pursuant to Comerica's Corporate Governance Guidelines, in no event will a director be considered "independent" if, currently or (for items (i) through (v)) within the preceding three (3) years:

Subject to the foregoing, the Corporate Governance Guidelines also state that the following relationships are considered immaterial:

A current copy of the Corporate Governance Guidelines is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.

In connection with making its director independence determinations, the Board specifically considered the following relationships and transactions, all of which were deemed immaterial:

During 2020, Ms. Kane, Mr. Lindner, Ms. Smith, Ms. Vaca and Mr. Van de Ven served as members of the Governance, Compensation and Nominating Committee. No such individual is, or was during 2020, an officer or employee of Comerica or any of its subsidiaries, nor was any such member formerly an officer of Comerica or any of its subsidiaries. No executive officer of Comerica served as a director or member of the compensation committee of another entity, one of whose directors or executive officers served as a member of our Board or a member of the Governance, Compensation and Nominating Committee.

The Governance, Compensation and Nominating Committee determines the form and amount of non-employee director compensation and makes a recommendation to the Board of Directors for final approval. In determining director compensation, the Governance, Compensation and Nominating Committee considers the recommendations of Mr. Farmer, as well as information provided by the compensation consultant retained by the Governance, Compensation and Nominating Committee to provide market analyses and consulting services on director compensation matters. When setting director compensation the Governance, Compensation and Nominating Committee targets the median of the peer group. See "Role of the Independent Compensation Consultant" on pages 40 to 41 for more information about the compensation consultant retained by the Governance, Compensation and Nominating Committee.

Director Compensation Highlights

•

Comerica maintains director stock ownership guidelines encouraging non-employee directors to own at least 5,000 shares of Comerica Common Stock (including restricted stock units) within five years of the date the non-employee director was initially appointed or elected to the Board. Of those 5,000 shares, at least 1,000 shares should be beneficially owned within 12 months of the date the non-employee director was initially appointed to the Board.

o: As of December 31, 2020, all non-employee directors have met their respective stock ownership guideline levels, based on period of service.

•

Restricted stock units granted to non-employee directors generally vest over a period of three years after the grant date and will be settled in Comerica Common Stock on the later of the first anniversary of the director's separation from service on the Board and three years after the grant date.

The table below illustrates the compensation structure for non-employee directors in 2020. Employee directors receive no compensation for their Board service. In addition to the compensation described below, each director is reimbursed for reasonable out-of-pocket expenses incurred for travel and attendance related to meetings of the Board of Directors or its committees.




Elements of 2020 Annual Compensation

Retainer (cash)	$	100,000
Audit Committee Chair Retainer and Facilitating Director Retainer (cash)	$	30,000
Enterprise Risk Committee and Governance, Compensation and Nominating Committee Chair Retainer (cash)	$	25,000
Qualified Legal Compliance Committee Chair Retainer (cash)	$	20,000
Audit Committee Member Retainer (cash)	$	10,000
Board or Committee Meeting Fees — per meeting (cash)		N/A
Board-Sponsored Training Seminar Fees — per seminar (cash)		N/A
Briefing Fees — per briefing session (cash)		N/A
Restricted Stock Unit Award⁽¹⁾	$	105,000

The following table provides information on the compensation of Comerica's directors who served at any point during the fiscal year ended December 31, 2020.




Name(1)	Fees Earned or Paid in Cash(2) ($)	Stock Awards(3) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)(5)	All Other Compensation ($)	Total ($)

Michael E. Collins	135,000	105,002	—	—	—	—	240,002
Roger A. Cregg	110,000	105,002	—	—	—	—	215,002
T. Kevin DeNicola	160,000	105,002	—	—	—	—	265,002
Jacqueline P. Kane	125,000	105,002	—	—	—	—	230,002
Richard G. Lindner	110,000	105,002	—	—	—	—	215,002
Barbara R. Smith	130,000	105,002	—	—	—	—	235,002
Robert S. Taubman	100,000	105,002	—	—	—	—	205,002
Reginald M. Turner, Jr.	110,000	105,002	—	—	—	—	215,002
Nina G. Vaca	100,000	105,002	—	—	—	—	205,002
Michael G. Van de Ven	100,000	105,002	—	—	—	—	205,002




		Deferred Compensation Plans				Non-employee directors can defer some or all of their cash compensation into either a stock-settled plan — where deferred compensation earns a return based on the return of Comerica Common Stock during the deferral period — or a cash-settled investment fund plan — where deferred compensation earns a return based on broad-based investment funds elected by the director.

		Equity Incentive Plans				A total of 350,000 shares of Comerica Common Stock can be issued as stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards under the 2015 Incentive Plan for Non-Employee Directors. Please see "Proposal IV- Approval of the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan" for proposed changes to this plan.

		Retirement Plans				No retirement plan is currently offered to non-employee directors.
						Mr. Taubman has vested benefits under legacy plans that were terminated in 1998. He will receive a monthly benefit of $1,666.67 for 120 months, payable when he retires from the Board, except in the case of illness or disability. There is no survivor benefit.

PROPOSAL II SUBMITTED FOR YOUR VOTE
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors recommends that you vote "FOR"
the proposal set forth below.

The Audit Committee of Comerica has selected Ernst & Young LLP ("Ernst & Young"), our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2021, and recommends that the shareholders vote for ratification of such appointment.

Ernst & Young has served as our independent registered public accounting firm since 1992. The Audit Committee has carefully considered the selection of Ernst & Young as Comerica's independent registered public accounting firm, and has also considered whether there should be regular rotation of the independent registered public accounting firm. The selection is based on an evaluation of Ernst & Young's qualifications, experience, quality control processes and results, independence, and past performance. The selection also considers a review of the estimated fees, scope of services, and staffing approach, including coordination of the external auditor's efforts with our internal audit staff. In conjunction with the mandated rotation of the independent registered public accounting firm's lead engagement partner, the Audit Committee and its Chairman are involved in the process for selecting Ernst & Young's lead engagement partner. This rotation process last occurred in 2017 and will occur again in 2022, with a new individual assuming the role of lead engagement partner. The members of the Audit Committee believe that the continued retention of Ernst & Young to serve as Comerica's independent registered public accounting firm is in the best interests of the Company and its shareholders.

As a matter of good corporate governance, the selection of Ernst & Young is being submitted to the shareholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if Ernst & Young is ratified as Comerica's independent registered public accounting firm by the shareholders, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Comerica and its shareholders. Representatives of Ernst & Young are expected to be present at the Annual Meeting of Shareholders and will have the opportunity to make a statement if they so desire. The representatives also are expected to be available to respond to appropriate questions from shareholders.

COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO RATIFY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

The following aggregate fees were billed to Comerica for professional services by Ernst & Young for fiscal years 2020 and 2019.

Audit fees consist of fees billed to Comerica and its subsidiaries by Ernst & Young for the audit of Comerica's annual consolidated financial statements included in our Annual Reports on Form 10-K, the review of financial statements included in Comerica's Quarterly Reports on Form 10-Q, and services that are normally provided by Ernst & Young in connection with statutory and regulatory filings or engagements.

Audit-related fees consist of fees billed to Comerica and its subsidiaries by Ernst & Young for the assurance and related services provided by Ernst & Young that are reasonably related to the performance of the audit or review of Comerica's financial statements. Audit-related fees consisted mainly of the audits of Comerica's benefit plans and the internal control (SSAE 18 Report) for Comerica's trust department. The Audit Committee considered whether, and determined that, the provision of these services is compatible with maintaining the independence of Ernst & Young.

Tax fees consist of fees billed to Comerica and its subsidiaries by Ernst & Young for professional services rendered by Ernst & Young for tax compliance, tax advice and tax planning. Tax fees consisted mainly of consultation on tax planning for Comerica and its subsidiaries, IRS examinations and Form 1120. The Audit Committee considered whether, and determined that, the provision of these services is compatible with maintaining the independence of Ernst & Young.

Ernst & Young billed Comerica for fees for products and services other than those described in the previous three paragraphs. Those products and services consisted of subscription fees for on-line accounting and tax research tools for both 2020 and 2019, for an IBOR (interbank offer rate) project in 2019, which provided management with an evaluation of Comerica's transition process and for a project in 2020 to perform a Federal Deposit Insurance Corporation fee assessment.

In connection with the advisory, management, trustee and similar services that Comerica's affiliates provide to mutual funds, collective funds and common trust funds, Comerica from time to time selects, and in limited circumstances employs, outside accountants to perform audit and other services for the investment vehicles. In such cases, Comerica typically uses a request-for-proposal process that has resulted in the selection of Ernst & Young, among other independent registered public accounting firms. In addition, Ernst & Young has agreements with financial services

companies pursuant to which it may receive compensation for certain transactions, including transactions in which Comerica may participate from time to time, and Ernst & Young also receives fees from time to time from Comerica's customers when acting on their behalf in connection with lending or other relationships between Comerica's affiliates and their customers. The fees discussed in this paragraph are not included in the totals provided in the above paragraphs because the fees are generally charged to the investment vehicle, customer or other applicable party, except as noted on the "Fees to Independent Registered Public Accounting Firm" schedule above.

The Audit Committee has a policy to review, and, if such services are appropriate in the discretion of the Audit Committee, pre-approve (i) all auditing services to be provided by the independent registered public accounting firm (which may entail providing comfort letters in connection with securities underwritings or statutory audits required for insurance companies for purposes of state law) and (ii) all permitted⁽¹⁾ non-audit services (including tax services) to be provided by the independent registered public accounting firm, provided that pre-approval is not required with respect to non-audit services if (a) the aggregate amount of non-audit services provided to Comerica constitutes not more than 5% of the total amount of revenues paid by Comerica to its auditor during the fiscal year in which the non-audit services are provided; (b) such services were not recognized by Comerica at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee has authorized its chair to pre-approve such services between Audit Committee meetings. All of the services provided by Ernst & Young for the years ended December 31, 2020 and December 31, 2019 were pre-approved by the Audit Committee under its pre-approval policy.

The information contained in the Audit Committee Report is not deemed to be soliciting material or to be filed for purposes of the Securities Exchange Act of 1934, shall not be deemed incorporated by reference by any general statement incorporating the document by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Comerica specifically incorporates such information by reference, and shall not be otherwise deemed filed under such acts.

The Audit Committee oversees Comerica's financial reporting process on behalf of the Board of Directors and is comprised of all outside directors who are independent within the meaning of, and meet the experience requirements of, the applicable rules of the NYSE and the SEC. In addition to its duties regarding oversight of Comerica's financial reporting process, including as it relates to the integrity of the financial statements, the independent registered public accounting firm's qualifications and independence and the performance of the independent registered public accounting firm and Comerica's internal audit function, the Audit Committee also has sole authority to appoint or replace the independent registered public accounting firm and is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm as provided in Rule 10A-3 under the Securities Exchange Act of 1934. The Audit Committee charter, which was adopted and approved by the Board, specifies the scope of the Audit Committee's responsibilities and the manner in which it carries out those responsibilities. Management has primary responsibility for the financial statements, reporting processes and system of internal controls. In fulfilling its oversight responsibilities, among other things, the Audit Committee reviewed and discussed the audited financial statements included in Comerica's Annual Report on Form 10-K with management and the independent registered public accounting firm, including a discussion of the quality, not just the acceptability, of the accounting principles, reasonableness of significant judgments, and clarity of disclosures in the financial statements and a discussion of related controls, procedures, compliance and other matters.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

The Audit Committee also has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm their independence from management and Comerica, and reviewed and considered whether the provision of non-audit services and receipt of certain compensation by the independent registered public accounting firm are compatible with maintaining the independent registered public accounting firm's independence. In addition, the Audit Committee reviewed with the independent registered public accounting firm all critical accounting policies and practices to be used.

In reliance on the reviews and discussions referred to above and such other considerations as the Audit Committee determined to be appropriate, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in Comerica's Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

Roger A. Cregg, Chairman
Michael E. Collins
T. Kevin DeNicola
Richard G. Lindner
Reginald M. Turner, Jr.


		John D. Buchanan, EVP, Chief Legal Officer and Corporate Secretary Executive Officer since 2015 Mr. Buchanan, 57, has been Executive Vice President (since August 2015) and Chief Legal Officer and Corporate Secretary (since January 2016) of Comerica Incorporated and Comerica Bank; previously, he served as Senior Vice President, General Counsel and Corporate Secretary (February 2012 to August 2015), Federal Reserve Bank of Dallas (regulatory agency).


Megan D. Burkhart, EVP, Chief Human Resources Officer Executive Officer since 2010 Ms. Burkhart, 49, has been Executive Vice President, Chief Human Resources Officer (since January 2010) and Senior Vice President and Director of Compensation (February 2007 to January 2010), Comerica Incorporated and Comerica Bank.


		J. McGregor Carr, EVP, Wealth Management Executive Officer since March 2020 Mr. Carr, 53, has been Executive Vice President, Wealth Management (since March 2020), Comerica Incorporated and Comerica Bank; previously, he served as Senior Managing Director, Southeast Region (October 2017 to February 2020) and Regional Managing Director (2008 to October 2017), Wells Fargo Bank, N.A.


Melinda A. Chausse, EVP and Chief Credit Officer Executive Officer since May 2020 Ms. Chausse, 55, has been Executive Vice President and Chief Credit Officer, Comerica Incorporated and Comerica Bank (since May 2020); she previously served as Executive Vice President (August 2010 to May 2020) and Executive Director of Commercial Underwriting (February 2017 to May 2020) and Executive Director, Business Banking (July 2013 to February 2017), Comerica Bank.


		Megan D. Crespi, EVP and Chief Enterprise Technology & Operations Services Officer Executive Officer since March 2020 Ms. Crespi, 47, has been Executive Vice President and Chief Enterprise Technology & Operations Services Officer (since March 2020), Comerica Incorporated and Comerica Bank; prior to that, she was Chief Technology Officer (November 2018 to March 2020) and Chief Information Officer — Auto Finance (August 2014 to October 2018), Ally Financial.


Curtis C. Farmer, Chairman, President and CEO Executive Officer since 2008 Mr. Farmer, 58, has been Chairman (since January 2020), President (since April 2015) and Chief Executive Officer (since April 2019); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011), Comerica Incorporated and Comerica Bank. He has also been a director of Comerica Incorporated since July 2018.


		James J. Herzog, EVP and CFO Executive Officer since 2019 Mr. Herzog, 58, has been Chief Financial Officer (since February 2020) and Executive Vice President (since November 2011), Interim Chief Financial Officer (September 2019 to February 2020) and Treasurer (November 2011 to February 2020), Comerica Incorporated and Comerica Bank.


Cassandra M. McKinney, EVP, Retail Bank Executive Officer since April 2020 Ms. McKinney, 60, has been Executive Vice President, Retail Bank, Comerica Incorporated and Comerica Bank (since April 1, 2020); and Senior Vice President, Retail Bank (since 2005), Comerica Bank.


		Christine M. Moore, EVP and General Auditor Executive Officer since 2016 Ms. Moore, 58, has been Executive Vice President (since July 2016), General Auditor (since May 2016), Senior Vice President (January 2007 to July 2016), Deputy General Auditor (September 2013 to May 2016), and Audit Director (January 2007 to September 2013), Comerica Incorporated and Comerica Bank.


Jay K. Oberg, EVP and Chief Risk Officer Executive Officer since 2019 Mr. Oberg, 51, has been Chief Risk Officer (since January 2019), Executive Vice President (since January 2017), and Senior Vice President (October 2007 to January 2017), Comerica Incorporated and Comerica Bank.


Mauricio A. Ortiz, SVP and CAO Executive Officer since 2018 Mr. Ortiz, 42, has been Chief Accounting Officer (since January 2018), Senior Vice President (since February 2015), Assistant Controller (February 2015 to January 2018) and Vice President, Accounting Policy and Research (July 2011 to February 2015), Comerica Incorporated and Comerica Bank.


		Peter L. Sefzik, EVP, Commercial Bank Executive Officer from 2015-2018 and May 2019- Present Mr. Sefzik, 45, has been Executive Vice President, Commercial Bank (since July 2018), Comerica Incorporated and Comerica Bank; Executive Vice President (September 2015 to July 2018), Comerica Incorporated; President — Texas Market (September 2015 to July 2018) and Senior Vice President (April 2010 to September 2015), Comerica Bank.


James H. Weber, EVP and Chief Experience Officer Executive Officer since 2019 Mr. Weber, 58, has been Chief Experience Officer (since January 2020), Executive Vice President (since February 2012) and Chief Marketing Officer (February 2012 to January 2020); and Senior Vice President, Corporate Marketing and Communications (July 2007 to February 2012), Comerica Incorporated.

APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL APPROVING EXECUTIVE COMPENSATION

The Board of Directors recommends that you vote "FOR"
the proposal set forth below.

The Governance, Compensation and Nominating Committee (the "Committee") annually reviews Comerica's compensation programs to ensure that they demonstrate a strong pay-for-performance link, reflect good governance and are consistent with appropriate industry practices. These programs are described in the "Compensation Discussion and Analysis" section, the compensation tables and the related narrative discussion. As outlined in the "Compensation Discussion and Analysis" section, our compensation programs are structured to align the interests of our executives with the interests of our shareholders, to attract, retain and motivate superior executive talent; to provide a competitive advantage within the banking industry; to create a framework that delivers pay commensurate with financial results over the short and long-term; and to reduce incentives for unnecessary and excessive risk-taking.

The Board strongly supports Comerica's executive pay practices and, as required pursuant to Section 14A of the Securities Exchange Act of 1934, asks shareholders to support its executive compensation program by approving the following resolution:

Because your vote on this proposal is advisory, it will not be binding on the Board. However, the Governance, Compensation and Nominating Committee will take into account the outcome of the vote when considering future executive compensation arrangements. As required pursuant to Section 14A of the Securities Exchange Act, the Board has determined to hold an advisory vote on executive compensation every year until our shareholders vote again on the frequency of this advisory vote. Accordingly, shareholders will have the ability to vote again on our executive compensation next year at our 2022 Annual Meeting of Shareholders. Additionally, our shareholders will have the ability to vote on the frequency of the advisory vote (every one, two or three years) at our 2023 Annual Meeting of Shareholders.

COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO APPROVE EXECUTIVE COMPENSATION.

Management and the Governance, Compensation and Nominating Committee (the "Committee") of the Board of Directors met eight times during 2020, including two special meetings called for the purpose of discussing the unprecedented challenges posed by the COVID-19 pandemic. In particular, the Committee discussed impacts on Comerica's financial plan and performance, potential strategies to appropriately assess 2020 performance, the retention of talent, and potential changes to incentive programs for 2021. In total, senior members of management met with Ms. Kane, the Committee Chair, either formally or informally at least twice a quarter. The CEO had individual updates with each member of the Committee at least quarterly in addition to any Committee meetings.

The 2020 financial plan was established at the beginning of the year, prior to the escalation of the pandemic and the resulting rapid decrease in interest rates. After robust discussion, and despite the highly unusual circumstances, the Committee determined not to make any changes to the 2020 annual cash incentive plan awards for the senior leadership team or to any outstanding long-term performance awards (SELTPP) (2018-2020, 2019-2021 and 2020-2022 performance periods), including with respect to performance goals, due to the COVID-19 pandemic.

Because of the ongoing uncertainty of COVID-19, management and the Committee worked throughout 2020 to thoughtfully plan the 2021 senior executive programs. Changes incorporate additional performance metrics, heavier weighting on relative performance, and lower funding at threshold performance levels. These changes are detailed in the section titled "Looking Forward — 2021 Compensation Design Changes".

Shareholder outreach is an integral part of Comerica's business practices, as shareholders provide insight on a variety of topics, including operations, governance and compensation. In addition to discussing industry matters and Comerica's performance, we receive feedback frequently from our investors at investor conferences, in which we participate at least quarterly, and during one-on-one visits with investors held either in-person or virtually. Comerica regularly solicits input from shareholders specifically aimed at supporting an ongoing dialogue to address governance, compensation, environmental and social issues and other topics of interest.

During 2020, as is our customary practice, we reached out to our top 25 shareholders, who collectively hold approximately 55% of our shares, as well as a number of additional shareholders who expressed an interest in providing feedback or who had provided feedback in the past.

Approximately 95% of our shareholders voted for our 2020 "Say On Pay" proposal. We considered this strong shareholder support for our executive compensation and governance programs. Shareholder support has been above 90% for the last four years. Accordingly, the Committee believes that our compensation programs meet our objectives — ensuring the compensation programs demonstrate a strong pay-for-performance linkage, reflect good governance and are consistent with appropriate industry practices. Keeping with those principles, the Committee did evolve the structure of our plans for 2021 to provide a more robust view of performance and align both short and long-term objectives. For additional details please see pages 53-56.

We use our executive compensation programs to align the interests of executive officers with the interests of our shareholders. Our programs are designed to attract, retain and motivate leadership to sustain our competitive advantage in the financial sector, and to provide a framework that encourages outstanding financial results and shareholder returns over the long-term. We generally strive to set target compensation opportunities near the median of our peer group, with actual payouts in respect of variable compensation dependent on performance. We utilize a mix of variable compensation programs that measure long-term and short-term results with rewards delivered in cash and shares of Comerica's stock. This balanced approach towards compensation supports our business strategies, aligns with our pay-for-performance philosophy, and is reinforced through sound compensation governance to mitigate excessive risk.


		What We Do Have:				What We Don't Have:

		• Clawback policy in addition to Sarbanes-Oxley requirements				• Employment agreements

		• Forfeiture provisions which the Committee can utilize in the event of adverse risk outcomes to cancel all or part of outstanding, unvested stock awards				• Excise tax gross-up payments for current change of control agreements entered into after 2008 and will not include this provision in future agreements

		• Carefully-considered risk management process, including the use of compensation that vests over multiple time periods based on a variety of performance metrics				• Modified single-trigger severance for change of control agreements entered into after 2008 and will not include this provision in future agreements

		• Robust stock ownership guidelines for senior executives and the Board of Directors. The CEO is expected to own 6X his salary and the other NEOs 3X; directors have a 5,000-share holding expectation				• Repricing or replacing of underwater stock options or SARs without shareholder approval

		• Post vesting holding requirement for directors. Vested restricted stock units are settled in Comerica Common Stock on the first anniversary of the director's separation of service from the Board				• Pledging or hedging shares by employees or directors is prohibited

		• Minimum vesting requirement for at least 95% of equity incentive plan awards				• Non-independent directors on the compensation committee: the entire Committee meets SEC and NYSE independence requirements

		• Independent compensation consultant who works solely for the Committee and performs no other work for Comerica

		• Negative discretion which the Committee can utilize in determining incentive funding or award determinations

The Committee is responsible for overseeing the development and administration of our compensation programs, is comprised of independent directors, and reviews and approves all aspects of our executive compensation programs. To aid the Committee in satisfying its responsibilities, the Committee has retained Frederic W. Cook & Co. Inc., ("FW Cook") to act as its independent consultant. FW Cook reports directly to the Committee and performs no other work for Comerica. Each year the Committee undertakes an evaluation of FW Cook's primary representative regarding advice and counsel, quality and accuracy of data and information provided, and overall service. Following such review in 2020, the relationship was extended through July 2021.

Prior to entering into its most recent engagement of FW Cook in 2020, the Committee analyzed if hiring FW Cook would raise a conflict of interest. The Committee performed this analysis by taking into consideration the following factors:

With respect to the Committee's evaluation of FW Cook's independence, Comerica did not pay any fees to FW Cook in 2020 other than in connection with work performed for the Committee. During the analysis, FW Cook's primary representative to the Committee indicated that fees paid annually to FW Cook by Comerica are less than 1% of FW Cook's annual consolidated total revenue. He also discussed with the Committee various policies developed by FW Cook to safeguard the independence of the compensation advice it provides; indicated that he has no personal or business relationship with Committee members or executive officers at Comerica; indicated that he is not aware of any personal or business relationship between Comerica's executive officers and FW Cook; and indicated that neither he nor his immediate family members own any Comerica shares. The Committee determined, based on its analysis of the above factors that the work of FW Cook and the individual compensation advisors employed by FW Cook as compensation consultants to the Committee has not presented any conflict of interest.

The compensation consultant does not separately meet with the CEO or discuss with the CEO any aspect of his compensation.

The Committee may consult with its independent compensation consultant as described above; however, the Committee uses its own judgment in making final decisions regarding the compensation paid to our executive officers.

The Committee utilized the following peer group to evaluate and understand market pay levels and practices among similarly situated financial institutions. To determine the peer group, the top 50 U.S. financial institutions based on asset size were reviewed using a variety of financial metrics (assets, revenue, net income, and market capitalization), business models, geographic locations and competition for talent. The same peer group is used in making financial comparisons for purposes of investor presentations. FW Cook provides feedback on the construct of the peer group.

For 2020, Citizens Financial Group, Inc. and Synovus Financial Corporation were added to the peer group to replace BB&T Corporation and SunTrust Banks, Inc. due to their merger.


2020 Peer Group
• BOK Financial Corp.		• KeyCorp
• Citizens Financial Group, Inc.		• M&T Bank Corp.
• Cullen/Frost Bankers, Inc.		• Regions Financial Corp.
• Fifth Third Bancorp		• Synovus Financial Corporation
• First Horizon National Corp.		• Zions Bancorporation
• Huntington Bancshares Inc.

FW Cook annually generates a compensation analysis for the Committee based on our peer group's proxy data. Recognizing that peers may be bigger or smaller than Comerica, and that officer positions listed in the proxy vary from company to company, FW Cook's data is used only as a general indicator of compensation trends and pay levels and is not used to set specific compensation levels for the CEO or the other NEOs. The Committee reviews individual and company performance, historical compensation, as well as the scope of each position, to determine total compensation for the NEOs. We strive to be at the median of the marketplace on all elements of total compensation and expect variable compensation to increase or decrease relative to the median based on performance. Once total compensation targets are established, they are reviewed in relation to the market data to ensure they are both appropriate and competitive.

Additionally, on an annual basis, Comerica purchases several standard surveys from compensation specialists to evaluate compensation for our broader executive group and other employee positions.

Our pay mix allocation is heavily weighted towards variable compensation or "pay-for-performance." Placing more emphasis on pay-for-performance helps to incentivize and reward long-term value creation, which aligns with shareholder interests. This is evidenced by the fact that 82% of our CEO's total target direct compensation opportunity is variable or "at-risk."

Our executives' total compensation is comprised of three primary elements: base salary, a short-term incentive and long-term incentives. The long-term incentives consist of SELTPP units, RSUs and stock options. The emphasis on variable compensation is illustrated below.

Base salary is used to compete in the market for talent and forms the foundation for our other reward vehicles. We provide competitive base salaries to our NEOs in recognition of their responsibilities. In addition to benchmark data, we consider the NEO's performance, experience, time in the position, contribution and internal parity. In determining if an adjustment should be made during our annual merit cycle, the CEO and Committee primarily consider the NEO's performance against the prior year's goals, along with any changes in responsibilities. To promote a performance culture, increases are not automatic or guaranteed.

The Committee approved base salary increases for the NEOs hired prior to 2020, which were effective February 2020. Salary increases at the beginning of the year included a standard merit increase and also recognized individual performance, experience, criticality of the position and market data.

Over his 12-year tenure with Comerica Mr. Farmer has held various leadership roles, giving him breadth of knowledge and allowing for a smooth transition into the role of Chairman at the beginning of 2020. The transition was planned well in advance and occurred over most of 2019, allowing Mr. Farmer access to the former CEO and Chairman's knowledge and experience. In addition, Comerica's Board of Directors are each experienced business leaders with a strong understanding of Comerica's business practices. Mr. Farmer's salary includes a promotional increase for assuming the Chairman title.

Mr. Herzog received an increase in his base salary upon his promotion to the role of Chief Financial Officer in February 2020. Mr. Buchanan received an ordinary course merit increase in base salary in February 2020. Mr. Carr and Ms. Crespi's base salaries were set upon their hire in March 2020.


Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS		1
EXECUTIVE SUMMARY		2
Proposal I Submitted for your Vote — Election of Directors		8
Information about Nominees		9
Board and Committee Governance		14
Committees and Meetings of Directors		17
Non-Management Directors and Communication with the Board		19
Board Leadership Structure		20
Role in Risk Oversight		20
Transactions with Related Persons		21
Director Independence		23
Compensation Committee Interlocks and Insider Participation		25
Compensation of Directors		26
Proposal II Submitted for your Vote — Ratification of the Appointment of Independent Registered Public Accounting Firm		28
Independent Registered Public Accounting Firm		29
Audit Committee Report		31
Executive Officers		32
Proposal III Submitted for your Vote — Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation		36
Compensation Discussion and Analysis		37
Governance, Compensation and Nominating Committee Report		63
2020 Summary Compensation Table		64
2020 Grants of Plan-Based Awards		66
Outstanding Equity Awards at Fiscal Year-End 2020		68
2020 Option Exercises and Stock Vested		71
Pension Benefits at Fiscal Year-End 2020		72
2020 Nonqualified Deferred Compensation		74
Potential Payments upon Termination or Change of Control at Fiscal Year-End 2020		76
Pay Ratio Disclosure		80
Securities Authorized for Issuance under Equity Compensation Plans		81
Proposal IV Submitted for your Vote — Approval of the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan		84
Proposal V Submitted for your Vote — Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan		96
Security Ownership of Management		100
Security Ownership of Certain Beneficial Owners		102
Shareholder Proposals and Director Nominations for 2022 Annual Meeting		104
General Information for Shareholders About the Annual Meeting		105
Appendix I — Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan		I-1
Appendix II — Comerica Incorporated 2021 Employee Stock Purchase Plan		II-1


Time and Date		9:30 a.m., Central Time, April 27, 2021
Place		Virtual Shareholder Meeting at www.meetingcenter.io/220952924
Record Date		February 26, 2021
Mailing Date		On or around March 16, 2021
Voting		Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
See the "General Information for Shareholders About the Annual Meeting" section of the proxy statement on page 105 for information about voting and attending the Annual Meeting virtually.


Proposals	Board Vote Recommendation	Page Reference
I. Election of directors	FOR EACH DIRECTOR NOMINEE	8
II. Ratification of Ernst & Young LLP as independent registered public accounting firm for 2021	FOR	28
III. Advisory approval of the Company's executive compensation	FOR	36
IV. Approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan	FOR	84
V. Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan	FOR	96
VI. Other business that properly comes before the meeting

	2020		2019

Audit Fees	$	3,124,977	$	3,633,654
Audit-Related Fees		283,724		302,369
Tax Fees		160,959		126,248
All Other Fees		57,722		254,165

	$	3,627,382	$	4,316,436


Sincerely,

Curtis C. Farmer Chairman, President and Chief Executive Officer		Barbara R. Smith Facilitating Director


		By Order of the Board of Directors,

		John D. Buchanan Executive Vice President — Chief Legal Officer, and Corporate Secretary


Footnote:
(1)		For purposes of the foregoing, permitted non-audit services shall not, unless otherwise allowed under applicable laws, include: (i) bookkeeping or other services related to the accounting records or financial statements of Comerica; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser, or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.




		Named Executive Officers

		Curtis C. Farmer				Chairman, President and Chief Executive Officer

		James J. Herzog⁽¹⁾				Executive Vice President and Chief Financial Officer⁽¹⁾

		J. McGregor Carr				Executive Vice President, Wealth Management

		Megan D. Crespi				Executive Vice President and Chief Enterprise Technology & Operations Services Officer

		John D. Buchanan				Executive Vice President, Chief Legal Officer, and Corporate Secretary




SUMMARY OF 2020 INCENTIVE COMPENSATION

Short-Term	Long-Term

AEI	SELTPP	Stock Option	RSU

Cash Performance Program	Equity Performance Program	Equity Incentive	Equity Incentive

1-year Measurement Period (2020)	3-year Prospective Measurement Period (2020 – 2022)	4-year Vesting Schedule	5-year Vesting Schedule

Absolute EPS Excluding Non-Performance Items (75%)	Absolute ROCE Excluding Non-Performance Items