8-KLeadership ChangesExhibits & Filings

TRUIST FINANCIAL CORP 8-K Report, Executive Changes (Sep 16, 2022)

Filed September 16, 2022For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corporation (TFC) filed an 8-K on September 15, 2022, announcing significant changes in its executive leadership and compensation structure. The most notable change is the appointment of Michael B. Maguire as the new Chief Financial Officer (CFO), effective September 15, 2022. This transition is accompanied by substantial adjustments to his compensation package, reflecting his expanded role and responsibilities at the helm of the company's financial operations. In addition to the CFO appointment, Clarke R. Starnes III, Chief Risk Officer, has been granted significant additional leadership responsibilities, including oversight of broader risk management functions and data analytics for Risk, Finance, and ESG. These expanded duties have also resulted in a revised compensation plan for Mr. Starnes, including a title change to Vice Chair. These executive changes and compensation adjustments are key for investors to understand the evolving leadership and incentive structures within Truist.

Key Highlights

  • 1Michael B. Maguire appointed as Chief Financial Officer (CFO), effective September 15, 2022.
  • 2Mr. Maguire's base salary increased to $700,000 annually.
  • 3Mr. Maguire's target annual cash incentive increased to 180% of base salary for the current performance period and target long-term incentive increased to 380% of base salary for awards starting in 2023.
  • 4Clarke R. Starnes III, Chief Risk Officer, given additional leadership responsibilities and the title of Vice Chair.
  • 5Mr. Starnes' base salary increased to $760,000 annually.
  • 6Mr. Starnes' target annual cash incentive increased to 215% of base salary for the current performance period and target long-term incentive increased to 450% of base salary for awards starting in 2023.
  • 7Compensation adjustments for both executives were approved by the Compensation Committee and/or Risk Committee, with findings that they align with the company's strategy and risk appetite.

Frequently Asked Questions

Michael B. Maguire has been appointed as the new Chief Financial Officer (CFO) of Truist, effective September 15, 2022.

Michael B. Maguire's base salary has been increased to $700,000 per year. His target annual cash incentive compensation opportunity has been raised to 180% of base salary, and his target long-term incentive compensation opportunity is now 380% of base salary for awards made in 2023.

Clarke R. Starnes III, Chief Risk Officer, has been given oversight of procurement, third-party risk management, supplier diversity, unclaimed property and escheatment businesses, and the finance-risk data analytics office. The Corporate Security group and Wholesale and Retail Credit Risk modeling team will also join his Risk Management Organization. He has also been designated the title of Vice Chair.

Clarke R. Starnes III's base salary has been increased to $760,000 per year. His target annual cash incentive compensation opportunity has been raised to 215% of base salary, and his target long-term incentive compensation opportunity is now 450% of base salary for awards made in 2023.