Bruce L. Tanner
TRUIST FINANCIALAbout Bruce L. Tanner
Independent director at Truist Financial (TFC), aged 66, serving on the Audit and Compensation & Human Capital Committees and designated an SEC “audit committee financial expert.” Former EVP and CFO of Lockheed Martin (2007–Feb 2019), later EVP & Strategic Advisor until Aug 2019; deep finance and M&A oversight experience. Current public company directorship: American Tower Corporation (REIT). Tenure on the Truist board shown as since 2015 in the proxy’s director bio section .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | EVP & CFO | 2007–Feb 2019 | Led finance strategy, processes, operations during significant growth and acquisitions . |
| Lockheed Martin Corporation | EVP & Strategic Advisor | Until Aug 2019 | Senior advisory role post-CFO . |
| Lockheed Martin Aeronautics | VP, Finance & Business Operations | Not disclosed | Responsible for financial management, accounting, estimating, contracts, program finance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Tower Corporation | Director | Not disclosed | Publicly-traded REIT; current public company directorship . |
Board Governance
- Independence: Board affirmatively determined Tanner is independent; Audit, Compensation & Human Capital, and Nominating & Governance Committees composed entirely of independent directors .
- Audit committee financial expert: Board determined Bruce L. Tanner meets SEC “audit committee financial expert” requirements .
- Committee memberships: Audit; Compensation & Human Capital .
- Attendance: Board held 13 meetings in 2024; each director attended >75% of Board and committee meetings during their tenure and attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Key responsibilities |
|---|---|---|---|
| Audit | Member | 15 | Oversight of financial statements, auditor selection/independence, internal control, internal audit function, legal compliance . |
| Compensation & Human Capital | Member | 10 | Executive pay oversight, incentive plans, director compensation, human capital strategy, clawback policy oversight . |
Compensation Committee interlocks: None—no relationships requiring SEC disclosure; no reciprocal board/comp committee interlocks with Truist executives in 2024 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual base retainer (cash) | $100,000 | Standard for non‑employee directors . |
| Audit Committee member fee | $15,000 | Non‑chair members of Audit and Risk Committees receive $15,000 . |
| Total cash fees earned (2024) | $115,000 | As disclosed for Tanner . |
- Stock ownership guidelines for directors: Minimum holdings equal to 5x annual cash retainer; compliance required within 5 years or via accumulated awards. As of Dec 31, 2024, all current directors either met or were within the timeframe to meet guidelines .
- Hedging/pledging: Prohibited for directors and executives under Truist policies .
Performance Compensation
| Award feature | 2024 Details | Vesting/COC Terms |
|---|---|---|
| RSU grant (annual director equity) | 5,160 RSUs granted Feb 2024; grant date fair value $33.36 per unit; stock awards value disclosed as $172,138 for Tanner . | 100% vest at year‑end (Dec 31, 2024); death/disability: full vest; other termination: unvested forfeited; change‑of‑control: all unvested RSUs fully vest . |
| Deferral elections | Non‑Employee Directors’ Deferred Compensation Plan allows deferral of 50%/100% of retainer and 100% of equity; deferred equity payable in shares post‑service; retainer deferrals payable in cash post‑service . |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| American Tower Corporation | Director | Board independence review considered all relationships; transactions with entities linked to directors were ordinary course, immaterial (<0.25% of either party’s revenue), and on market terms; Board determined Tanner independent . |
| Compensation & Human Capital Committee (Truist) | Member | No compensation committee interlocks or relationships requiring SEC disclosure in 2024; no reciprocal relationships with Truist executives . |
Expertise & Qualifications
- Global financial leadership, M&A and integration, complex program finance from Lockheed Martin CFO and senior roles .
- SEC-qualified Audit Committee Financial Expert; relevant to bank risk oversight and financial reporting .
- Public company governance experience via American Tower (REIT) board service .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 16,882 | As of Jan 31, 2025 . |
| Shares subject to right to acquire (60 days) | — | None indicated for Tanner . |
| Total | 16,882 | As of Jan 31, 2025 . |
| Ownership % of common stock | * (<1%) | Per proxy table footnote . |
| Phantom shares (deferred comp) | 28,140 (cash‑settled) | As of Jan 31, 2025 . |
| Phantom shares (stock‑settled) | — | None for Tanner . |
Governance Assessment
- Alignment: Mix of cash ($115k) and equity ($172k in 2024 RSUs) aligns director incentives with shareholder outcomes; 5x retainer ownership guidelines and phantom share accruals reinforce long‑term alignment .
- Effectiveness: Dual service on Audit and Compensation & Human Capital, with SEC “financial expert” designation, strengthens oversight of reporting integrity and pay risk management; strong attendance expectations met across 13 board meetings in 2024 .
- Conflicts/Red flags: Board independence process found no disqualifying relationships; compensation committee disclosed no interlocks; hedging/pledging prohibited. No related‑party transactions or pledging noted for Tanner—no apparent governance red flags from disclosed data .
- Signals for investors: Continued placement on financially intensive committees suggests confidence in Tanner’s oversight capabilities; time‑based RSU structure and CoC vesting standard for directors—no unusual or shareholder‑unfriendly provisions identified .