K. David Boyer, Jr.
TRUIST FINANCIALAbout K. David Boyer, Jr.
Independent director of Truist Financial Corporation (TFC); age 73; director since 2009. CEO of GlobalWatch Technologies, Inc. since 2004, with expertise in risk management, accounting/finance, information technology services, cybersecurity, data analytics, and information assurance. Prior service includes more than 11 years on Truist Bank’s local advisory board in Washington, D.C.; NACD Board Leadership Fellow; member of the Presidential Counselors for Pennsylvania State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BB&T (predecessor to TFC) | Director | Since 2009 | Audit/Executive/Risk over various years; brought risk management, accounting/finance, IT and information assurance expertise |
| Branch Bank (BB&T bank subsidiary) | Director | Since 2013 | Local advisory board experience (>11 years) provided deep knowledge of banking operations, values, culture |
| Commonwealth of Virginia | Treasury Board Member | 2002–2014 | Public sector financial oversight experience |
| Truist Bank (local advisory board, Washington D.C.) | Advisory Board Member | >11 years (pre-election to BB&T Board) | Governance and culture familiarity; banking organization experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlobalWatch Technologies, Inc. | Chief Executive Officer | Since 2004 | Business intelligence, cybersecurity, compliance, governance |
| Virginia Community Development Corporation | Director | Since 2009 | Tax credit fund manager role supporting economic development |
| NACD | Board Leadership Fellow | N/A | Director education and governance credentials |
| Pennsylvania State University | Presidential Counselors (member) | N/A | Advisory role |
Board Governance
- Committee assignments (2025): Executive Committee member; Technology Committee member; Trust Committee of Truist Bank Chair .
- Meeting cadence (2024): Board held 13 meetings; each director attended more than 75% of board and committee meetings during their tenure in 2024; all directors attended the 2024 annual meeting .
- Technology Committee held 5 meetings (Chair: Donna S. Morea); Executive Committee held 2 meetings (Chair: William H. Rogers Jr.); Trust Committee membership disclosed at the bank level (meeting count not disclosed) .
- Independence: Board affirmatively determined Boyer is independent under NYSE and Truist Corporate Governance Guidelines; independence review covers business relationships, charitable contributions, and related person transactions .
- Policies: Directors subject to prohibition on hedging and pledging; corporate governance framework includes stock ownership requirements, majority voting, annual elections, proxy access; mandatory director retirement at end of calendar year in which a director turns 75 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Base annual retainer (non-employee director) | $100,000 | Standard for all non-employee directors |
| Trust Committee Chair retainer | $20,000 | Chair of Truist Bank Trust Committee |
| Audit/Risk non-chair member retainer | N/A for Boyer | $15,000 applies to non-chair members of Audit/Risk (Boyer not listed as member) |
| Lead Director/other chair retainers | N/A for Boyer | $50,000 Lead Director; $45,000 Audit/Risk/Technology Chair; $30,000 Comp/Nominating Chair |
| Fees Earned or Paid in Cash (2024) | $120,000 | Reflects base retainer + Trust Committee chair fee |
Performance Compensation
| Equity Award | Grant | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSU (2024) | Feb 2024 | 5,160 RSUs; grant-date fair value $33.36; total $172,138 | 100% vest on Dec 31, 2024 | Boyer’s stock awards value in 2024 Director Compensation Table |
| Annual Director RSU program (board policy) | 2024/2025 | Board-approved $180,000 in equity-based compensation, issued as year-end vesting RSUs | 100% vest at end of grant year | Change-of-control: all unvested RSUs fully vest; disability/death: full vesting; termination otherwise: forfeit; deferral allowed (100% equity; 50%/100% retainer) |
No performance metrics (e.g., TSR, revenue growth) are tied to non-employee director compensation; equity grants are time-vested RSUs with standard vesting and change-of-control terms .
Other Directorships & Interlocks
- Public company boards: No other public company directorships disclosed for Boyer in the director biography; several other directors list external public boards, but Boyer’s entry does not include any .
- Interlocks/conflicts: The Nominating and Governance Committee reviews any relationships with entities purchasing from or selling to Truist; transactions reviewed were ordinary course, immaterial, and did not affect independence determinations for independent directors (including Boyer) .
- Related person transactions: Since January 1, 2024, no related person transactions requiring approval/ratification or reporting under SEC rules were identified for directors, aside from ordinary-course interactions with large institutional holders (BlackRock, Capital International Investors, Vanguard) on market terms .
Expertise & Qualifications
- Risk, accounting/finance oversight; IT, cybersecurity, data analytics; information management; anti-terrorism assistance services—applied to board oversight of technology and trust operations .
- NACD Board Leadership Fellow—governance proficiency and continuing education .
- Deep institutional knowledge of Truist/BB&T from prior advisory board and long board tenure, supporting effective oversight of bank subsidiary trust activities and technology strategy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership | 15,317 shares | Less than 1% of common stock; sole voting/investment power unless otherwise indicated |
| Phantom shares | None | No cash-settled or stock-settled phantom shares accrued as of Jan 31, 2025 |
| Shares subject to right to acquire (60 days) | None disclosed | No RSUs/PSUs vesting within 60 days included for Boyer |
| Shares outstanding (record date Feb 20, 2025) | 1,305,390,708 | Used for percent ownership context; each share one vote |
| Ownership guidelines | 5x annual cash retainer | Directors must hold stock equal to at least 5x retainer; all current directors met or were within the timeframe to meet as of Dec 31, 2024 |
| Hedging/pledging | Prohibited; none currently | Corporate Insider Trading Policy prohibits hedging/pledging; none of directors/executives hold pledged or hedged shares currently |
Governance Assessment
- Strengths: Independent status reaffirmed; material relationship screens; robust prohibition on hedging/pledging; time-based RSUs provide alignment; consistent attendance (>75%); active roles on Technology and Executive Committees and as Chair of Trust Committee at Truist Bank, contributing risk/technology governance depth .
- Compensation alignment: Cash retainer structure modest; added pay tied to committee leadership (Trust Chair $20,000); equity awards vest annually with option to defer, promoting long-term alignment without pay-for-performance metrics that can bias director independence .
- Conflicts/related-party exposure: No related person transactions reported; independence maintained despite ordinary-course interactions with major institutional holders; independence screens include business and charitable relationships thresholds .
- Watch items: Mandatory retirement at 75 suggests approaching board turnover given age 73—important for succession planning on Trust/Technology oversight continuity . Director equity awards accelerate on change of control; standard but relevant for investor scrutiny of potential M&A dynamics .
Director Compensation (2024)
| Component | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 120,000 | |
| Stock Awards (RSUs, grant-date fair value) | 172,138 | |
| Other Compensation | — | |
| Total | 292,138 |
Committee Memberships and Meetings (2024)
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Executive Committee | Member | 2 | Authorized to exercise Board powers between meetings |
| Technology Committee | Member | 5 | Oversight of technology strategy, investments, policies, controls |
| Trust Committee (Truist Bank) | Chair | N/A (not disclosed) | Bank-level committee; Chair retainer $20,000 |
Performance Compensation Detail (Directors)
| Item | Detail |
|---|---|
| Annual equity policy | $180,000 in RSUs for 2024/2025 service; 100% vest year-end; forfeiture on termination (except death/disability); full vest on change-of-control |
| 2024 RSU grant | 5,160 RSUs granted in Feb 2024; grant-date fair value $33.36; vest Dec 31, 2024; no outstanding RSUs at year-end (vested) |
| Deferral | Non-Employee Directors’ Deferred Compensation Plan allows deferral of 50–100% of retainer and 100% of equity awards; cash deferrals paid in cash post-service; deferred equity paid in shares post-service |
Independence, Attendance, and Engagement
- Independent director under NYSE and Truist standards; Board annually evaluates independence including occupation, directorships, personal/affiliate transactions, and related person policy .
- Attendance: Board held 13 meetings; each director attended >75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
- Engagement: Lead Independent Director responsibilities include convening executive sessions after each regularly scheduled board meeting and shareholder engagement availability; Board actively engages with largest shareholders .
Potential Conflicts or Related-Party Exposure
- No related-person transactions requiring approval/ratification reported since Jan 1, 2024; large-holder interactions conducted on market terms; independence preserved .
- Corporate Governance Guidelines include categorical standards to assess business relationships and charitable contributions thresholds in independence determinations .
Say-on-Pay & Shareholder Feedback
- Shareholder engagement meetings held in fall 2024 with largest holders; feedback informed enhanced proxy disclosures on board composition/refreshment and executive compensation program changes; Say-on-Pay percentages not disclosed in cited sections .
Mandatory Retirement
- Directors must retire at end of calendar year in which they turn 75; Boyer at 73 suggests near-term succession planning for Trust/Technology oversight .
RED FLAGS
- None disclosed: No pledging/hedging; no related party transactions; independence affirmed; attendance standards met .
- Standard change-of-control vesting on director RSUs exists; typical, but investors may monitor in M&A contexts .