Jonathan Pruzan
TRUIST FINANCIALAbout Jonathan Pruzan
Independent non-employee director appointed to Truist Financial Corporation’s board on May 27, 2025; serves on the Joint Risk Committee of Truist Financial Corporation and Truist Bank. Brings 35 years of financial services experience as co-president of Pretium and previously as Morgan Stanley’s Chief Operating Officer and Chief Financial Officer; holds a bachelor’s degree from Tufts University and sits on multiple nonprofit boards and councils . He filed a Form 3 indicating no beneficial ownership at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Chief Operating Officer | Ended 2023 (most recent role) | Member of operating, management, and risk committees; chaired Enterprise Regulatory Oversight Committee |
| Morgan Stanley | Chief Financial Officer | 2015–2021 | Led finance; concurrently Head of Corporate Strategy 2016–2021 |
| Morgan Stanley | Global Financial Institutions Group, Investment Bank | 1994–2015 (MD leading group 2010–2015) | Led FIG coverage of financial institutions |
| PaineWebber | Investment banking (early career) | Began 1990 | Early foundational experience |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Pretium | Co-President | Current | Specialized investment firm in U.S. residential real estate/credit and corporate credit; ~$60B AUM |
| Tufts University | Board of Trustees | Current | University governance |
| Peterson Institute of International Economics | Board | Current | Policy/strategy oversight |
| The American Ditchley Foundation | Board | Current | Transatlantic policy engagement |
| NewYork-Presbyterian Hospital | Life Trustee | Current | Healthcare governance |
| Council on Foreign Relations | Member | Current | Policy network |
| Summer Search NY | Trustee Emeritus; past board chair | Prior | Youth development governance |
Board Governance
- Committee assignments: Joint Risk Committee of the Boards of Truist Financial Corporation and Truist Bank .
- Risk Committee responsibilities include oversight of enterprise risk framework, risk appetite statements, CRO appointment/compensation recommendations, and CCAR/stress testing; held 16 meetings in 2024 .
- Attendance norms: Directors are expected to attend Board, committee, and annual meeting; each director attended >75% of meetings in 2024; the Board met 13 times in 2024; all directors attended the 2024 annual meeting .
- Independence: Truist annually determines independence under NYSE and corporate guidelines; independence determinations for 2025 nominees listed in the proxy did not include Pruzan (appointed after record date) ; Pruzan is compensated as a non-employee director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Standard program |
| Risk Committee member retainer | $15,000 | Applies to non-chair members of Risk Committee |
| Annual equity grant (RSUs) | $180,000 | RSUs vest 100% at year-end of grant; Pruzan’s 2025 cash retainers and equity award prorated from appointment date |
| Deferred compensation option | Elect 50% or 100% of cash retainer and 100% of equity into plan | Paid in cash (retainer) or shares (equity) post-service |
| Stock ownership guideline | 5x annual cash retainer | To be met within 5 years or via RSUs granted |
| Hedging/Pledging | Prohibited for directors and covered executives | Governance safeguard |
Performance Compensation
- Directors do not receive performance-based pay; equity compensation is time-based RSUs.
- Change-of-control terms: all unvested director RSUs fully vest upon a change of control .
| Metric | Applies to Director Compensation? | Detail |
|---|---|---|
| TSR/EPS goals | No | Director equity vests time-based; no performance metrics for directors |
| Clawback for directors | Not specified | Clawback policies described for executives; director equity subject to vesting/forfeiture rules |
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Pretium | Private investment firm | As an investment firm active in residential and corporate credit, potential counterparty/client relationships with Truist could arise; Truist’s Related Person Transactions Policy requires review/approval of any transactions >$120,000 and annual independence assessment of payments with entities where directors are executives |
| Nonprofit boards | Academic/Healthcare/Policy | Charitable contributions are subject to thresholds and committee oversight; contributions above $5M require Nominating & Governance approval |
No related-party transactions involving Pruzan or Pretium are disclosed as of 2024/early 2025; transactions with large holders (BlackRock, Vanguard, Capital International) are described but unrelated to Pruzan .
Expertise & Qualifications
- Senior operating, finance, risk, and strategy leadership in a global financial institution (Morgan Stanley COO/CFO; risk and regulatory oversight chair) .
- Financial services depth and risk governance relevant to Risk Committee service .
- Technology/operations experience highlighted by Truist in appointment announcement .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership at appointment | 0 shares | Form 3 reported no securities beneficially owned |
| RSUs outstanding (director grants) | Prorated grant for 2025 | Annual director RSUs vest year-end; Pruzan’s grant prorated |
| Pledged shares | None permitted | Pledging prohibited for directors |
| Hedging | Prohibited | Hedging prohibited for directors |
| Ownership guideline compliance | 5x cash retainer within 5 years | Applies to all non-employee directors |
Insider Trades
| Form | Filing Date | Event Date | Summary |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | June 6, 2025 | May 27, 2025 | Reported as Director; no securities beneficially owned; filed via attorney-in-fact |
Governance Assessment
- Positives: Deep finance, risk, and regulatory oversight experience augments Risk Committee effectiveness; explicit assignment to Joint Risk Committee leverages his skills . Strong governance safeguards in Truist’s program (majority voting, proxy access, stock ownership requirements, hedging/pledging prohibitions) support board accountability and alignment .
- Compensation/Alignment: Standard director pay mix (cash + RSUs) with ownership guideline of 5x retainer and deferred compensation features; equity vests annually and accelerates on change of control; no options or performance-based awards for directors, reducing risk of misaligned incentives .
- Watch items and potential conflicts: Concurrent executive role at Pretium warrants ongoing monitoring for related-party transactions or counterparty relationships; Truist’s Related Person Transactions Policy and independence review processes are designed to address such risks if they arise . Independence determination for Pruzan will be formally assessed in subsequent proxy cycles (appointed after 2025 record date) .
- Attendance/Engagement: 2024 board attendance was robust across directors; Pruzan’s engagement metrics will be observable starting with 2025 meeting cycle; board and committee self-assessments and development programs provide structure for effectiveness .