Charles A. Patton
TRUIST FINANCIALAbout Charles A. Patton
Charles A. Patton (age 68) is an independent director of Truist Financial Corporation (TFC) since 2013. He manages Patton Holdings, LLC (real estate) since 2007 and PATCO Investments, LLC (specialty lending and equity participations) since 1998, and previously served as President and CEO of Virginia First Savings Bank, bringing leadership, oversight, banking operations, and risk management expertise to the board and its committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia First Savings Bank | President & CEO | — | Led a regulated financial institution; gained oversight and risk management expertise applicable to TFC’s board work |
| Patton Holdings, LLC | Consultant and Manager | Since 2007 | Real estate holding company experience; governance and financial oversight |
| PATCO Investments, LLC | Manager | Since 1998 | Specialty lending and equity participations; risk and capital deployment experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in nominee profile |
Board Governance
| Committee | Role | Chair? | Meetings in 2024 |
|---|---|---|---|
| Risk | Member | Yes | 16 |
| Nominating and Governance | Member | No | 7 |
| Executive | Member | No | 2 |
- Independence: Board affirmatively determined Patton is independent under NYSE and TFC guidelines .
- Attendance: All directors attended the 2024 annual meeting, and each director attended more than 75% of the aggregate number of Board and applicable committee meetings; Board held 13 meetings in 2024 .
- Lead Independent Director and executive sessions: Lead Director convenes and chairs executive sessions of non-management directors after each regularly scheduled Board meeting .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Base annual retainer | 100,000 | Standard for non-employee directors |
| Risk Committee Chair fee | 45,000 | Chair retainer for Risk Committee |
| Other committee/member fees | — | No Audit or Risk non-chair member fee applied; no additional fees for Executive/Nominating membership |
| Total cash fees (Patton) | 145,000 | As reported in director compensation table |
Performance Compensation
| Element (2024) | Grant detail | Vesting | Value ($) | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 5,160 RSUs; grant date fair value per unit $33.36 | 100% vest at year-end of grant (12/31/2024), subject to forfeiture on termination except disability/death; change-of-control accelerates vesting | 172,138 (Patton’s 2024 stock awards) | None; time-based vest only (no TSR/financial metrics) |
- Deferred Compensation: Directors may defer 50% or 100% of cash retainers and 100% of equity awards; deferred equity payable in TFC shares after board service ends .
- Equity policy: For 2024 and 2025, annual director equity-based compensation approved at $180,000 in RSUs; unvested RSUs accelerate on change of control .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | Patton is not a member; 2024 Compensation Committee members were Graney, Sears, Skains, Tanner, Voorhees. No interlocks or insider participation disclosed |
| Public company boards | None disclosed for Patton in TFC proxy nominee profile |
Expertise & Qualifications
- Banking leadership and operations: Former President & CEO of Virginia First Savings Bank .
- Risk management and governance: Extensive committee leadership and board service experience contributing risk oversight skills .
- Capital and lending: Specialty lending and equity investment experience via PATCO Investments .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 75,017 | As of Jan 31, 2025 |
| Ownership % of outstanding shares | ~0.0057% | Calculated using 75,017 shares and 1,305,390,708 shares outstanding as of Feb 20, 2025 |
| Shares subject to right to acquire (60 days) | — | No RSUs/PSUs vesting within 60 days for Patton |
| Phantom shares accrued (stock-settled) | 14,825 | Not counted as beneficial ownership; convert 1:1 to stock/cash after service |
| RSUs outstanding (as of 12/31/2024) | 0 | Non-employee directors held no outstanding RSUs at year-end 2024 |
| Options | None | Company does not award stock options |
| Pledging/Hedging | Prohibited for directors and covered executives | |
| Preferred depositary shares | 5,000 depositary shares representing fractional interests in Series I Perpetual Preferred Stock | Additional holdings disclosed |
| Ownership guidelines | 5x annual cash retainer | All current directors met or were within allowed time to meet as of 12/31/2024 |
Governance Assessment
- Board effectiveness and engagement: Patton chairs the Risk Committee (16 meetings in 2024), sits on Nominating & Governance (7 meetings), and serves on the Executive Committee (2 meetings), indicating high involvement in TFC’s risk, governance, and strategic oversight .
- Independence and alignment: Affirmed independent; compensation mix skews to equity (stock awards $172,138 vs. cash $145,000; ~54% equity), supporting shareholder alignment; subject to stock ownership guidelines (5x retainer) with directors meeting or within timeframe .
- Attendance and accountability: All directors attended the 2024 annual meeting and met >75% attendance thresholds; Board held 13 meetings, with executive sessions led by the Lead Director after each scheduled Board meeting, reinforcing independent oversight .
- Conflicts/related parties: No related person transactions requiring approval or disclosure since Jan 1, 2024 beyond ordinary-course dealings at market terms; independence standards and annual review mitigate conflict risk .
- Risk oversight signal: Company’s 2024 strategic performance was strong, but the AIP scorecard noted “Below” assessment for certain risk-management elements (risk identification/management/remediation); as Risk Chair, Patton’s committee focus on enhancing risk programs and reporting is notable for continued improvement .
RED FLAGS
- No pledging/hedging and no option repricing; no related party transactions disclosed for Patton—no material red flags identified .
- Monitoring point: The “Below” assessment in 2024 risk management execution underscores the need for sustained oversight improvements under the Risk Committee’s remit .