8-KLeadership ChangesRegulation FDExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Executive Changes (May 20, 2022)

Filed May 20, 2022For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC) announced the upcoming retirement of its Chief Financial Officer, Daryl N. Bible. Mr. Bible is expected to retire later this year, with the exact date to be determined upon the successful transition to his successor. This transition will be supported by a one-year consulting agreement, during which Mr. Bible will provide services related to capital, liquidity, and balance sheet management. Investors should note the terms of Mr. Bible's retirement package, which includes monthly consulting fees of $125,000 for the one-year consulting period, a lump sum payment of $2,750,000 upon completion, and continued health and welfare benefits for 24 months post-retirement. His unvested equity awards will continue to be governed by their existing terms. This filing primarily serves to inform the market of this executive transition and its associated compensation arrangements.

Key Highlights

  • 1Daryl N. Bible, Chief Financial Officer of Truist Financial Corporation, will retire later in 2022.
  • 2A successor CFO will be appointed before Mr. Bible's retirement.
  • 3Mr. Bible has entered into a one-year consulting agreement to aid in the CFO transition.
  • 4Consulting services will focus on capital, liquidity, and balance sheet management.
  • 5The retirement agreement includes $125,000 in monthly consulting fees during the transition year.
  • 6A lump sum payment of $2,750,000 will be paid to Mr. Bible at the end of the consulting period.
  • 7Mr. Bible will receive continued health and welfare benefits for 24 months post-retirement.

Frequently Asked Questions

Daryl N. Bible is expected to retire later in 2022. The exact retirement date will be determined once his successor as Chief Financial Officer has been named and the transition of responsibilities is complete.

Mr. Bible will receive monthly consulting fees of $125,000 for one year after his retirement date, totaling $1,500,000. Additionally, he will receive a lump sum payment of $2,750,000 at the conclusion of this consulting period. Health and welfare benefits will continue for 24 months post-retirement. These payments are disclosed as part of his separation agreement.

Mr. Bible's unvested performance unit awards, long-term incentive plan awards, and restricted stock unit awards remain subject to the terms and conditions of the original incentive plans and award agreements. His retirement itself does not automatically forfeit these awards, but their vesting will continue to be governed by the existing grant terms.

The consulting agreement is designed to ensure a smooth transition of the Chief Financial Officer responsibilities. Mr. Bible will provide support and expertise, particularly in areas of capital, liquidity, and other balance sheet management activities, to his successor during the one-year period following his retirement.