Jennifer S. Banner
TRUIST FINANCIALAbout Jennifer S. Banner
Independent director at Truist Financial (TFC) since 2003; age 65. Current roles include Executive Director of the Management Forum and Consultant with Special Appointment at the University of Tennessee’s Haslam College of Business, and Industry Research Fellow at MIT CISR focused on technology/digital skills in the boardroom. Core credentials span public accounting, financial services, corporate governance, regulatory and risk management, and technology innovation/digital transformation; designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SchaadSource, LLC | President & CEO | 2006–Mar 2019 | Led managerial/strategic services; governance and risk management experience |
| Schaad Companies, LLC | CEO | 2008–2018 | Diversified holding company leadership |
| Schaad Family Office, LLC | CEO | 2012–2018 | Diversified holding company leadership |
| Truist Financial | Compensation & Human Capital Committee Chair (historical) | Noted in 2021 proxy | Committee chair responsibilities; executive compensation oversight |
| First Vantage Bank; First Virginia Banks, Inc. | Director (prior service) | Not disclosed | Banking board experience; governance/regulatory/risk skill set |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Elme Communities (NYSE: ELME) | Trustee/Director | 2022–present | REIT board service; not a Truist competitor |
| Uniti Group, Inc. (NASDAQ: UNIT) | Director | 2015–present | Communications infrastructure REIT board service |
| MIT CISR | Industry Research Fellow | Ongoing | Co-researcher/co-author on boardroom tech/digital skills; future-ready skills project |
| University of Tennessee Haslam College of Business | Executive Director, Management Forum; Consultant with Special Appointment | Exec Dir since 2019; Consultant since Aug 2024 | Business-technology education and engagement |
Board Governance
- Committee assignments: Audit and Technology; Audit Committee financial expert designation by Board. Technology Committee met 5 times; Audit Committee met 15 times in 2024.
- Independence: Board affirmatively determined she is independent under NYSE/SEC/Truist standards; Audit, Compensation & Human Capital, and Nominating & Governance committees composed entirely of independent directors.
- Attendance: All directors attended the 2024 annual meeting; each Board member attended >75% of aggregate Board/committee meetings during tenure in 2024; Board held 13 meetings.
- Oversight focus: Technology strategy/investments/policies and audit/financial reporting/compliance/internal controls.
Committee Meetings (2024)
| Committee | Meetings | Role |
|---|---|---|
| Audit | 15 | Member; audit committee financial expert |
| Technology | 5 | Member |
Fixed Compensation
| Year | Cash Retainer | Committee Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $100,000 | $15,000 (Audit non-chair member) | $115,000 | Non-employee directors receive $100k base; $15k for non-chair Audit/Risk members |
Performance Compensation
| Year | Equity Grant | Grant Details | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 | RSUs | 5,160 RSUs granted to each then-serving non-employee director | $33.36 per unit; total $172,138 | 100% vest Dec 31, 2024; forfeiture upon non-death/disability termination; full vest on change of control; deferral elections permitted |
The Board approved $180,000 in director equity compensation for 2024 and 2025, issued as RSUs that 100% vest at year-end; change-of-control accelerates vesting (single-trigger for directors’ RSUs). No stock options are granted; Company does not reprice options.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Assessment |
|---|---|---|
| Elme Communities (NYSE: ELME) | Residential REIT | No direct competitive overlap with Truist banking; independence reviewed annually; related-party thresholds immaterial (<0.25% of either party’s gross revenue) where applicable. |
| Uniti Group, Inc. (NASDAQ: UNIT) | Communications infrastructure REIT | No direct competitive overlap with Truist banking; independence affirmed. |
Expertise & Qualifications
- Audit committee financial expert; deep experience in public accounting, financial services, corporate governance, regulatory and risk management.
- Technology/digital transformation expertise via MIT CISR research and University of Tennessee roles; co-authored Sloan Management Review article on boardroom tech skills.
- Prior bank board service enhances regulatory/compliance acumen.
Equity Ownership
| As of | Beneficial Shares | RSUs/PSUs Vested ≤60 Days | RSUs Outstanding | Phantom Shares (Stock-settled) | Ownership % of Shares Outstanding |
|---|---|---|---|---|---|
| Jan 31, 2025 | 27,969 | — | 0 (none outstanding for non-employee directors as of 12/31/24) | 14,825 | ~0.002% (27,969 / 1,305,390,708 shares) |
- Stock ownership guidelines: Directors must hold ≥5x annual cash retainer; as of Dec 31, 2024, all current directors met or were within the allowed timeframe.
- Hedging/pledging: Prohibited for directors and covered executives; none currently hold hedged or pledged Truist shares.
Governance Assessment
- Strengths: Long-tenured independent director with audit financial expert status; active on Audit and Technology committees; strong attendance; meaningful equity alignment via RSUs and phantom shares; hedging/pledging prohibitions and robust ownership guidelines support alignment.
- Potential red flags: Director RSUs feature single-trigger change-of-control vesting, which can be viewed as less shareholder-friendly; monitor for any related-party transactions via independence reviews (Board disclosed any such dealings were immaterial and at market terms).
- Compensation mix: 2024 compensation skewed towards equity ($172,138 equity vs $115,000 cash), indicating alignment rather than guaranteed pay; no options or repricing.
- Engagement signal: Inclusion on Audit Committee Report signature page evidences active committee participation and oversight.