Agnes Bundy Scanlan
TRUIST FINANCIALAbout Agnes Bundy Scanlan
Agnes Bundy Scanlan (age 67) has served on the Truist Board since 2017 and is President of The Cambridge Group LLC, a regulatory advisory firm, bringing deep expertise in risk management, regulatory compliance, legal/government affairs, and sustainability; she is based in Cambridge, MA . She is an independent director per the Board’s annual review and serves as Chair of the Nominating & Governance Committee, with additional roles on the Executive, Risk, and Truist Bank Trust Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cambridge Group LLC | President | Since May 2020 | Regulatory advisory leadership; climate risk and governance focus |
| Treliant Risk Advisors | Senior Advisor | 2017–2020 | Advised FS firms on risk, strategy, regulatory matters |
| Consumer Financial Protection Bureau | Northeast Regional Director of Supervision Examinations | 2015–2017 | Regulatory supervision leadership |
| Various banks/financial firms | Chief Regulatory/Compliance/Privacy Officer; Regulatory Relations Executive; Director of Corporate Community Development; Legal Counsel | Not disclosed | Governance, compliance, privacy, and community development roles |
| U.S. Senate Budget Committee | Legal Counsel | Not disclosed | Public policy/legal experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AppFolio, Inc. (public) | Director | Current | Cloud business software; governance/tech oversight |
| Institutional Capital Network, Inc. (private) | Director | Current | Global fintech platform in alternatives |
| R1 RCM Inc. (public) | Director | Past | Prior public company board service |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Nominating & Governance | Chair | 7 | Board composition/structure, independence, director nominations, governance docs, Board/committee evaluations, emergency CEO succession, director development, Code of Ethics compliance, ESG and political engagement oversight |
| Risk | Member | 16 | Oversight of ERM framework, risk appetite/statements, CRO appointment/comp, CCAR/stress tests, ESG/climate risk, emerging risk monitoring |
| Executive | Member | 2 | Authorized to exercise Board authority between meetings |
| Trust Committee (Truist Bank) | Member | Not disclosed | Trust oversight at bank subsidiary |
| Board | Director | 13 | Each director attended >75% of Board/committee meetings during their 2024 tenure; all directors attended the 2024 annual meeting |
- Independence: Board affirmed Agnes Bundy Scanlan is independent; Audit, Compensation & HCM, and Nominating & Governance Committees are entirely independent .
- Lead Independent Director: Thomas E. Skains chairs executive sessions after each Board meeting and leads succession planning engagement; governance counterbalance to combined Chair/CEO structure .
Fixed Compensation
| Year | Base Director Retainer ($) | Committee Chair Fees ($) | Committee Member Fees ($) | Total Fees Earned ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 30,000 (Nominating & Governance Chair) | 15,000 (Risk Committee member) | 145,000 |
- 2025 fee schedule unchanged at time of review: base $100k; Lead Director $50k; Audit/Risk/Tech Chairs $45k; Comp & HCM/N&G Chairs $30k; Audit/Risk non-chair members $15k; Trust Chair $20k .
Performance Compensation
| Item | 2024 Actual | 2025 Program |
|---|---|---|
| Equity grant value ($) | 172,138 (grant date fair value) | 180,000 RSUs approved for director service |
| RSUs granted (#) | 5,160 RSUs (Feb 2024 grant) | Not disclosed by unit count (value-based) |
| Grant date fair value per unit ($) | 33.36 | Not applicable |
| Vesting | 100% vest on Dec 31, 2024 | 100% vest at end of grant year |
| Change-of-control terms | Unvested RSUs fully vest upon change of control | Same |
| Deferral options | May defer 50% or 100% of cash retainer and 100% of equity; cash deferrals paid in cash, deferred equity paid in shares after Board service ends | Same |
- No stock options; Truist does not award stock options to directors .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public company boards | AppFolio, Inc. |
| Past public company boards | R1 RCM Inc. |
| Private boards | Institutional Capital Network, Inc. |
| Compensation Committee interlocks | None in 2024; no insiders served on other boards’ comp committees with reciprocity |
Expertise & Qualifications
- Regulatory/Compliance Leadership: Former CFPB regional supervision lead; senior compliance/regulatory roles across banks/FS firms .
- Risk Management & Information Security: Governance, compliance, and information security expertise; climate leadership certificate from Diligent Institute .
- Corporate Governance & Sustainability: Chairs N&G; oversight of ESG/political engagement; shareholder engagement includes N&G Chair participation with >1% holders .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (common shares) | 6,208; less than 1% of outstanding |
| Shares subject to right to acquire within 60 days | None disclosed for Agnes Bundy Scanlan |
| Phantom shares (settled in cash) | 3,660 |
| Phantom shares (settled in stock) | 14,825 |
| Shares outstanding (record date for 2025 meeting) | 1,305,390,708 (for context) |
| Stock ownership guidelines | Directors must hold ≥5x annual cash retainer; all directors met or were within allowed timeframe as of Dec 31, 2024 |
| Hedging/Pledging policy | Prohibited for directors and covered executives |
Governance Assessment
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Board effectiveness and engagement: As N&G Chair, Scanlan leads director qualifications/independence reviews, board composition/refresh, governance documents, evaluations, and ESG oversight—central to board performance and shareholder confidence . Attendance expectations were met (>75%); Board held 13 meetings; her committees met actively (Risk 16; N&G 7; Executive 2), indicating strong engagement cadence .
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Independence and alignment: Affirmatively independent; equity compensation uses time-vested RSUs with change-of-control vesting, plus meaningful ownership requirements and anti-hedging/pledging—supporting alignment without excessive risk-taking .
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Other roles and potential interlocks: Current public directorship at AppFolio and prior R1 RCM; Compensation Committee interlocks explicitly reported as none in 2024, reducing conflict risk .
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Related-party exposure: No related person transactions requiring approval or reporting since Jan 1, 2024; Reg O-compliant banking relationships and charitable contributions policies implemented under independence standards .
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RED FLAGS: None disclosed. No hedging/pledging, no related-party transactions, and no interlocks identified; change-of-control vesting for director RSUs exists but is standard across director equity programs .
Overall, Agnes Bundy Scanlan’s regulatory and risk credentials, independence, and chairing of N&G strengthen Truist’s governance posture; active committee workloads and structured shareholder engagement (including inclusion of N&G Chair with >1% holders) support investor confidence in board oversight .