Linnie M. Haynesworth
TRUIST FINANCIALAbout Linnie M. Haynesworth
Independent director of Truist Financial Corporation (TFC) since 2019; age 67. Retired Sector Vice President and General Manager at Northrop Grumman’s Mission Systems sector, leading cyber and intelligence mission solutions; earlier led ISR and Federal & Defense Technologies divisions. Core credentials include cybersecurity governance, enterprise strategy, large-scale system development, and disruptive technology integration; serves on boards of ADP, Micron Technology, and Eastman Chemical, and is an advisory board member of the U.S. DoD Business Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation (Mission Systems) | Sector VP & GM, Cyber & Intelligence Mission Solutions Division | 2016–2019 | Executive responsibility for growth and program activities across full-spectrum cyber, data management, and ISR solutions |
| Northrop Grumman Corporation (former Information Systems) | Sector VP & GM, ISR Division | Not disclosed | Led ISR capabilities supporting domestic and international customers |
| Northrop Grumman Corporation | Leader, Federal & Defense Technologies Division | Not disclosed | Led federal and defense tech programs |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | Director | Current | Technology and enterprise operations exposure |
| Micron Technology, Inc. | Director | Current | Semiconductor/memory industry oversight |
| Eastman Chemical Company | Director | Current | Specialty materials governance |
| U.S. Dept. of Defense Business Board | Advisory Board Member | Current | Defense advisory contributions |
| Intelligence and National Security Alliance | Former Director | Past | Intelligence community engagement |
| Northern Virginia Technology Council | Former Director | Past | Regional technology ecosystem leadership |
Board Governance
- Independence: Affirmatively determined independent by the Board under NYSE and Truist categorical standards; no disqualifying relationships . Hedging and pledging of Truist stock prohibited for directors .
- Committee assignments: Risk Committee member; Technology Committee member; no chair roles .
- Attendance: All directors attended the 2024 annual meeting; each director attended >75% of aggregate Board and committee meetings; Board held 13 meetings in 2024 .
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Risk | Member | 16 | Oversight of ERM framework, risk appetite, CRO performance and compensation recommendation, CCAR/stress tests, ESG/climate risk |
| Technology | Member | 5 | Oversight of technology strategy, major investments, policies/standards, controls |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Risk Committee membership fee (non-chair) | $15,000 | Applies to non-chair members of Audit and Risk |
| Total cash fees earned (2024) | $115,000 | Matches schedule: $100k + $15k |
| Director equity (policy level) | $180,000 RSUs (for 2024 and 2025 service) | RSUs vest 100% at year-end; subject to change-of-control full vesting |
Performance Compensation
- Structure: Non-employee directors receive annual RSUs that 100% vest at year-end; not performance-conditioned (no TSR/EPS metrics). Change-of-control accelerates vesting; disability/death accelerates; other terminations forfeit unvested RSUs .
| Metric | 2024 | 2025 |
|---|---|---|
| RSU grant date | Feb 2024 (exact grant date not specified; Form 4 shows 2024-02-27) | 2025-02-25 (Form 4) |
| RSU units granted | 5,160 units | 3,986 units |
| Grant date fair value per unit | $33.36 | Not disclosed; policy-level $180,000 equity for 2025 service |
| Vesting | 100% on 12/31/2024 | 100% on 12/31/2025 |
| Change-of-control vesting | Full acceleration | Full acceleration |
Other Directorships & Interlocks
| Company | Relationship to TFC | Interlock/Related-party Notes |
|---|---|---|
| ADP; Micron; Eastman Chemical | External boards | Board independence review covers business relationships; Board found Haynesworth independent; no related person transactions requiring reporting since Jan 1, 2024 beyond disclosed institutional dealings; transactions (e.g., BlackRock tech licensing) immaterial and ordinary course; none specific to Haynesworth were reported |
Expertise & Qualifications
- Cybersecurity/information security, enterprise technology, digital transformation; prior leadership of complex defense/cyber divisions at Northrop Grumman .
- Board-level risk oversight via Risk Committee; technology investment oversight via Technology Committee .
- Public company governance experience across technology, semiconductor, and materials sectors .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 2,923 shares | As of Jan 31, 2025; sole voting/investment unless otherwise indicated |
| Phantom shares (settled in stock) | 14,825 units | Deferred equity tracked as phantom shares (not counted as beneficial ownership) |
| RSUs/PSUs vesting within 60 days (as of Jan 31, 2025) | 0 | No short-term vesting RSUs/PSUs attributed in table |
| Ownership guidelines | 5x annual cash retainer for directors | All current directors met or are within the timeframe to meet guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors | Aligns with shareholder-friendly governance |
| Shares outstanding (record date) | 1,305,390,708 shares (2/20/2025) | For context on % ownership |
| Ownership as % of shares outstanding | ~0.000224% (2,923 / 1,305,390,708) | Calculated from disclosed figures |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|---|
| 2025-02-27 | 2025-02-25 | Award (A) | Restricted Stock Unit | 3,986 | $0.00 | 18,811 | |
| 2024-02-29 | 2024-02-27 | Award (A) | Restricted Stock Unit | 5,160 | $0.00 | 14,348 |
Governance Assessment
- Strengths: Independent status; deep cyber/technology experience that is directly relevant to financial services’ risk and digital agendas; active on Risk and Technology committees with robust meeting cadence (Risk 16; Technology 5 in 2024); strong attendance; ownership alignment through equity awards, deferral, and stock-ownership guidelines; prohibition on hedging/pledging .
- Compensation structure: Balanced cash (retainer plus committee fee) and equity (time-vested RSUs), consistent with market; 2025 program unchanged per Compensation Committee review; equity vests annually, with change-of-control and disability/death acceleration; no director options or tax gross-ups; director compensation reviewed against peers .
- Conflicts/related-party exposure: Board’s independence review includes Regulation O-compliant credit and ordinary-course business relationships; no related person transactions requiring approval or SEC disclosure reported for directors since Jan 1, 2024; Haynesworth’s external boards disclosed, but Board affirmed independence and immateriality of relevant transactions assessed .
- Signals: Continued service in cyber/tech oversight is positive for investor confidence given TFC’s technology and risk priorities; equity awards and phantom share deferrals reinforce long-term alignment; strong committee engagement and attendance support board effectiveness .