Donna S. Morea
TRUIST FINANCIALAbout Donna S. Morea
Independent director since 2012 (originally SunTrust), age 70, based in Royal Oak, MD. Morea is Chair and CEO of Adesso Group (since 2012) and a retired senior executive from CGI, where she served over 30 years including as President for the U.S., Europe and Asia Pacific. Her board-relevant credentials are deep enterprise technology, software, and professional services leadership, with current focus on technology and business services; she is affirmed independent by TFC’s Board.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| CGI (global technology firm) | President, U.S., Europe & Asia Pacific; former board member | Retired end of 2011; >30 years of service | Led large-scale IT/services operations for regulated industries (FS, healthcare, telecom), bringing scale tech governance experience to TFC |
| Northern Virginia Technology Council | Chair | Not disclosed | Regional tech ecosystem leadership; technology governance insights |
| KLDiscovery Inc. (public) | Director (Past) | Not disclosed | Prior public board experience; not current |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Science Applications International Corporation (SAIC) | Chair of the Board | Public | Current public company directorship; chair role indicates strong governance experience |
| The Carlyle Group | Operating Executive | Private | Focus on technology and business services |
| Adesso Group, LLC | Chairman & CEO | Private | Advisory/consulting for strategic growth opportunities |
Board Governance
- Current TFC Board committees: Executive Committee member; Risk Committee member; Technology Committee Chair. Technology (5 meetings in 2024), Risk (16), Executive (2); Board held 13 meetings in 2024; all directors attended the 2024 annual meeting and each attended >75% of Board and relevant committee meetings.
- Independence: Board affirmatively determined Morea is independent under NYSE/SEC and TFC guidelines; hedging and pledging of TFC stock are prohibited for directors.
- Lead Independent Director governance: executive sessions of non-management directors chaired after each regular Board meeting (supports independent oversight).
Fixed Compensation (Director – 2024)
| Component | Amount | Detail/Source |
|---|---|---|
| Base retainer (cash) | $100,000 | Standard non-employee director retainer |
| Technology Committee Chair fee | $45,000 | Chair retainer (Technology) |
| Risk Committee member fee | $15,000 | Non-chair members of Audit and Risk committees receive $15,000 |
| Other | $5,000 | Charitable match tied to director’s PAC contribution (footnote 5) |
| Total Cash Earned (2024) | $160,000 | Matches reported fees earned for Morea |
- Attendance: TFC requires ≥75% attendance; all directors met this in 2024; no meeting fees.
Performance Compensation (Equity – 2024)
| Grant | Units/Value | Vesting | Key Terms |
|---|---|---|---|
| Annual RSU grant (Feb 2024) | 5,160 RSUs; grant-date FV $172,138 (@ $33.36) | 100% vested on 12/31/2024 | Standard director award; upon change of control all unvested RSUs vest; death/disability accelerate vest; forfeiture upon other termination; deferral permitted (can defer up to 100% of equity) |
| 2024–2025 equity policy | $180,000 per year | 100% vest end of grant year | Board-approved equity level for 2024 and 2025 services |
Note: Director equity is time-based (no performance metrics); directors may defer 50% or 100% of fees and 100% of equity under the Non-Employee Directors’ Deferred Compensation Plan.
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| SAIC | Technology/Defense IT | Chair of the Board | No related person transactions disclosed involving Morea; Board reaffirmed independence; TFC reported no related person transactions since Jan 1, 2024 requiring disclosure other than enumerated institutional relationships (e.g., BlackRock/Vanguard) |
| KLDiscovery Inc. | eDiscovery/Tech | Former Director | Past public board (not current) |
- TFC service-on-other-boards policy: non-employee directors may serve on no more than three other public company boards (she holds one current public board, within limits).
Expertise & Qualifications
- Board-designated skills: nationally recognized executive in IT, software, and professional services with 40+ years’ experience; expertise in enterprise technology, digital transformation, and technology risk oversight; broad experience delivering IT and business process services to highly regulated sectors (financial services, healthcare, telecom).
Equity Ownership
- Stock ownership guidelines: directors must hold ≥5x the annual cash retainer; current directors either met the requirement or were within the allowed timeframe as of Dec 31, 2024. Hedging/pledging prohibited.
- Beneficial ownership: see “Stock Ownership Information” table (as of Jan 31, 2025) in proxy; specific share counts for Morea not presented here.
Governance Assessment
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Strengths/signals:
- Technology governance leadership as Technology Committee Chair aligns with TFC’s digital, cybersecurity, and modernization priorities; committee receives regular management reports and reviews technology investments, policies, and controls.
- Risk oversight as a Risk Committee member supports enterprise risk management and regulatory expectations for a Category III bank.
- Independence confirmed; no related-party transactions disclosed involving Morea; Board-wide prohibition on hedging/pledging enhances alignment.
- Compensation mix is balanced toward equity (annual time-vested RSUs) plus transparent cash retainers; clear committee chair/member fee structure; ownership guideline in place and met/on track.
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Watch items:
- “Other compensation” reflects a $5,000 charitable contribution match tied to PAC giving; not uncommon but investors may scrutinize links between PAC participation and company-funded matching programs.
- Multiple external roles (SAIC Chair, Carlyle Operating Executive) increase time commitments; however, TFC board limits and independence review processes are robust, and all directors met attendance expectations in 2024.
Say‑on‑Pay & Shareholder Feedback (Context)
- TFC conducts robust shareholder engagement; Fall 2024 outreach to top holders (49% of outstanding) with 12 meetings, covering governance, compensation, cybersecurity, political engagement, and HCM; feedback informed enhanced proxy disclosures (board refreshment, pay program changes).
- Historical support: in the prior cycle, ~93% of votes cast supported TFC’s NEO pay program (context for overall governance credibility).
Overall, Morea’s technology chairmanship and risk committee service, combined with confirmed independence and straightforward director pay design with ownership requirements, support board effectiveness and investor alignment; no related‑party exposure is disclosed, and attendance and engagement standards were met in 2024.