Dallas S. Clement
TRUIST FINANCIALAbout Dallas S. Clement
Dallas S. Clement (age 59) has served on the Truist Financial Corporation (TFC) Board since 2015. He is President and Chief Financial Officer of Cox Enterprises, overseeing treasury, financial reporting, IT, sustainability, risk management, and other corporate functions; his background includes executive finance roles at Cox Automotive, Autotrader Group, and 20 years at Cox Communications in strategy and product management . Clement is an independent director and has been designated an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | President & CFO | Oversees finance, sustainability, IT, risk; previously EVP & CFO | Senior leadership across audit, reporting, governance, IT, sustainability |
| Cox Automotive | EVP & CFO | Accountability for international businesses and NextGear financial services | Financial leadership at large automotive marketplace and software provider |
| Autotrader Group | CFO | Pre-Cox Automotive formation | Corporate finance leadership |
| Cox Communications | EVP & Chief Strategy & Product Mgmt Officer | 20 years at Cox Communications | Strategy, product management, executive leadership |
External Roles
| Organization | Role | Public Company Directorships | Notes |
|---|---|---|---|
| Cox Enterprises, Inc. (private) | President & CFO | None disclosed | Private company executive role |
Board Governance
| Attribute | Details |
|---|---|
| Standing Committees | Audit (Chair); Executive; Nominating & Governance |
| Audit Committee Meetings (2024) | 15 |
| Nominating & Governance Meetings (2024) | 7 |
| Executive Committee Meetings (2024) | 2 |
| Independence | Board affirmed Clement is independent under NYSE and TFC guidelines; also designated an “audit committee financial expert” |
| Attendance | All directors attended the 2024 annual meeting; each director attended >75% of Board and relevant committee meetings; Board held 13 meetings in 2024 |
| Tenure on Board | Since 2015 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base cash retainer | $100,000 | Each non‑employee director |
| Audit Committee Chair retainer | $45,000 | Chair of Audit Committee |
| Fees earned (cash) | $145,000 | Base + chair fee |
| Equity — RSUs (grant date FV) | $172,138 | 5,160 RSUs granted Feb 2024; grant-date FV $33.36 per unit; vested Dec 31, 2024 |
| Board equity program (policy) | $180,000 | RSUs for 2024 and 2025 service; 100% vest end of grant year; change‑of‑control accelerates vesting |
Performance Compensation
- Director equity is time-based RSUs with annual vesting; no performance metrics apply to director pay. Change-of-control accelerates vesting; termination for reasons other than death/disability results in forfeiture of unvested RSUs .
- Hedging and pledging of Truist securities by directors is prohibited .
Other Directorships & Interlocks
- The Board annually reviews director independence, including transactions with entities where directors or their immediate family members serve as executive officers (e.g., Mr. Clement’s employer). All such transactions were (a) ordinary course on market terms, (b) ≤0.25% of Truist’s or the counterparty’s annual gross revenue, and (c) immaterial to both parties .
- No other public company board service is disclosed for Mr. Clement in TFC’s proxy .
Expertise & Qualifications
- Extensive executive leadership in finance, corporate development, strategy, IT, and sustainability across large customer-facing businesses .
- Audit oversight and financial reporting expertise; Board has designated him as an SEC “audit committee financial expert” .
- Skills relevant to TFC Board oversight include audit, financial reporting, corporate governance, information technology, sustainability, and corporate strategy .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 2,923 shares | As of Jan 31, 2025 |
| Phantom shares (settled in cash) | 28,819 | Deferred director compensation |
| Phantom shares (settled in stock) | 14,825 | Deferred director compensation |
| Outstanding RSUs at 12/31/2024 | None | As of year-end, non-employee directors held no outstanding RSUs |
| Ownership guidelines | 5x annual cash retainer | Directors must hold ≥5x annual cash retainer; all current directors either met the requirement or were within allowed timeframe as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited; none held | Prohibits hedging/pledging; currently none of directors or executive officers hold pledged/hedged shares |
| Shares outstanding (reference) | 1,305,390,708 | Shares outstanding on record date Feb 20, 2025 (for percentage calculations) |
Note: Insider Form 4 transactions search returned no records for Dallas S. Clement in 2024–2025 YTD; beneficial ownership is sourced from TFC’s proxy stock ownership table .
Governance Assessment
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Strengths
- Independent Audit Chair with financial expert designation; strong committee activity (15 Audit meetings in 2024) indicates active oversight of financial reporting, internal controls, and auditor independence .
- Clear independence safeguards and related-party transaction thresholds; Board confirms immateriality of any director-affiliated transactions (≤0.25% of revenue) .
- Director ownership guidelines (5x retainer) and no hedging/pledging enhance alignment; all current directors meeting or within compliance window .
- Attendance and engagement: all directors attended 2024 annual meeting; each met >75% attendance; Board convened 13 times .
-
Watch items
- External executive role at Cox Enterprises necessitates ongoing monitoring of any Truist-Cox activities; Board’s independence review process mitigates risk (ordinary course, immaterial thresholds) .
- Director pay is largely fixed cash plus time-based RSUs; absence of performance-based director equity means alignment relies on ownership guidelines and reputational incentives rather than quantitative performance metrics .
-
Implications for investors
- Audit Chair leadership and financial expert status support confidence in financial reporting quality and control environment .
- Independence oversight and strict hedging/pledging prohibitions lower conflict-of-interest and alignment risks .