Michael B. Maguire
TRUIST FINANCIALAbout Michael B. Maguire
Michael B. Maguire is Senior Executive Vice President and Chief Financial Officer (CFO) of Truist Financial, serving as CFO since September 2022; prior roles included Chief National Consumer Finance Services & Payments Officer (September 2021–September 2022) and Head of National Consumer Finance & Payments (December 2019–August 2021), with 22 years of combined service at Truist/SunTrust and age 46 as disclosed in Truist’s 2024 Form 10-K . In 2024, under his leadership, the Finance team executed major strategic initiatives including the sale of Truist Insurance Holdings (TIH), balance sheet repositioning, creating a Capital Adequacy & Resolution Planning team, and strengthening financial risk management—leading to a one-time retention “Leadership Award” in PSUs reflecting his critical role and marketability . For 2022–2024 long-term incentives (PSUs/LTIP), Truist determined payouts at 104.6% of target, reflecting Relative ROATCE and ROACE performance weighting and committee adjustments tied to the TIH sale’s capital impact . Following the January 2025 COO resignation, Maguire’s scope expanded to oversee enterprise operational services, corporate services, strategy/transformation/performance, and governance & controls—heightening his execution influence on value creation and risk outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Truist Financial | Chief National Consumer Finance Services & Payments Officer | Sep 2021 – Sep 2022 | Oversaw consumer finance and payments franchise, a core fee and capital-efficient growth vector |
| Truist Financial | Head of National Consumer Finance & Payments | Dec 2019 – Aug 2021 | Led national consumer finance/payments platform build-out |
| SunTrust | Enterprise Partnerships & Investments Executive | Prior to Dec 2019 | Corporate development/partnerships experience (foundation for strategic execution at Truist) |
External Roles
No public company directorships or external board roles disclosed for Maguire in the cited filings. Skip if not disclosed.
Fixed Compensation
Multi-year Summary Compensation (NEO SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 576,705 | 700,000 | 700,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 983,282 | 1,796,711 | 5,789,664 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Compensation ($) | 1,227,361 | 899,677 | 1,746,972 |
| Change in Pension Value & NQDC Earnings ($) | — | 183,568 | 31,318 |
| All Other Compensation ($) | 99,821 | 115,642 | 89,081 |
| Total ($) | 2,887,169 | 3,695,598 | 8,357,035 |
Perquisites are limited (residential security, executive physicals, occasional sports tickets, spousal participation at events, limited personal use of aircraft/driver), consistent with Truist’s program . Truist provides broad-based pension participation; Maguire’s 2024 pension present values: Pension Plan $144,695 and Non-Qualified Plan $437,353 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcome
| Name | Base Salary ($) | Target AIP (% of Base) | AIP Award (% of Target) | AIP Award ($) |
|---|---|---|---|---|
| Michael B. Maguire | 700,000 | 180 | 101.45 | 1,278,309 |
Committee adjusted AIP based on corporate results, individual goals, and risk management execution; Maguire’s funding was “limited” versus peers to emphasize shared oversight of risk processes .
Long-Term Incentive Awards Granted in 2024 (Target values)
| Award Type | Grant Date Fair Value at Target ($) |
|---|---|
| Performance Share Units (PSUs) | 5,014,776 |
| Long-Term Incentive Plan (LTIP – cash-settled) | 665,000 |
| Restricted Stock Units (RSUs) | 774,888 |
| Target Total Long-Term Incentive (% of Base Salary) | 380% |
General LTI design for 2024–2026: PSUs (40%) and LTIP (25%) share performance measures/weighting with three-year cliff vesting and payout range 0–150%; RSUs (35%) time-based, vest 0% after year one then one-third in years two, three, and four; all awards subject to forfeiture on annual operating loss or significant negative risk outcome .
One-time Leadership Award (Retention) – 2024
| Detail | Value |
|---|---|
| Award Type | PSUs |
| Performance Period | Sep 1, 2024 – Aug 31, 2027 |
| Grant Date Fair Value | $4,500,000 |
| PSUs Granted (#) | 101,763 |
| Metrics | Minimum capital requirements; TSR relative to KBW Nasdaq Bank Index (modifier 75–125%) |
| Committee Discretion | May decrease payouts for business factors/negative risk outcomes |
| Rationale | Mitigate flight risk; reinforce commitment; critical leadership during TIH sale and strategic repositioning |
Realized Equity – 2024
| Name | Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|
| Michael B. Maguire | 12,845 | 447,777 |
PSU/LTIP Performance (2022–2024 cycle) – Payout Determination
| Metric | Weighting | Periods Considered | Performance/Payout |
|---|---|---|---|
| Relative ROATCE | 50% | Q1 2022–Q1 2024 (75%); Q2 2024–Q4 2024 (25%) | 22.19% or 98th percentile; 75% weighted; remainder assumed target; calculated 106.14% |
| Relative ROACE | 50% | Q1 2022–Q1 2024 (75%); Q2 2024–Q4 2024 (25%) | 10.11% or 31st percentile; 31.14% weighted; remainder assumed target; calculated 79.60% |
| Total Calculated Payout | — | — | 104.60% of target |
| Vesting | Three-year cliff post performance determination |
Equity Ownership & Alignment
Beneficial Ownership (as of Jan 31, 2025)
| Holder | Common Shares Beneficially Owned | Shares Subject to Right to Acquire (vest within 60 days) | Total | % of Common Stock |
|---|---|---|---|---|
| Michael B. Maguire | 75,319 | 21,332 | 96,651 | <1% |
Truist requires executive officers to hold common stock equal to at least 3x base salary, to be met within five years of appointment or by continuously holding granted RSUs; as of December 31, 2024 all executive officers met requirements or remained within the grace period . Hedging and pledging of Truist securities by directors and executive officers is prohibited, and currently none hold pledged or hedged shares .
Outstanding Equity Awards at FY2024 Year-End (Maguire)
No stock options outstanding; Truist does not grant new option-like awards .
PSUs Unvested by Grant:
| Grant Date | Performance Period | PSUs Unvested (#) |
|---|---|---|
| Feb 22, 2022 | Jan 1, 2022 – Dec 31, 2024 | 9,714 |
| Feb 27, 2023 | Jan 1, 2023 – Dec 31, 2025 | 11,285 |
| Feb 26, 2024 | Jan 1, 2024 – Dec 31, 2026 | 46,219 |
| Sep 3, 2024 (Leadership Award) | Sep 1, 2024 – Aug 31, 2027 | 76,322 |
RSU Vesting Schedule (Remaining Units):
| Grant Date | 2025-03-15 | 2026-03-15 | 2027-03-15 | 2028-03-15 |
|---|---|---|---|---|
| Feb 22, 2021 | 2,304 | — | — | — |
| Feb 22, 2022 | 2,730 | 2,729 | — | — |
| Feb 27, 2023 | 6,584 | 6,583 | 6,582 | — |
| Feb 26, 2024 | — | 8,988 | 8,987 | 8,987 |
Performance criteria for RSUs: vesting contingent on absence of annual operating loss and no significant negative risk outcome; Committee determined 2024 criteria met . Dividends are not paid on unvested awards .
Employment Terms
- No individual employment agreements for executive officers .
- Severance Plan applies to NEOs; non-competition and non-solicitation conditions generally prerequisite to receiving termination payments .
- Clawback provisions authorized under the 2022 Incentive Plan and award agreements to comply with applicable law and Truist policies .
- Insider trading policy enforces blackout windows and prohibits hedging/pledging; corporate trading policy also limits company-level transactions outside Rule 10b5-1 plans .
Potential Payments to Michael B. Maguire (estimated at Dec 31, 2024):
| Scenario | Severance ($) | Pro-Rata Bonus ($) | LTIP ($) | PSUs ($) | RSUs ($) | Welfare Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death/Disability | — | 1,278,309 | 1,133,664 | 7,151,670 | 2,363,082 | 30,961 | 11,926,725 |
| Other than Cause or for Good Reason | 3,920,000 | 1,278,309 | 1,133,664 | 7,151,670 | 2,363,082 | 30,961 | 15,877,686 |
| Qualifying Termination following Change of Control | 3,920,000 | 1,278,309 | 1,133,664 | 7,151,670 | 2,363,082 | 30,961 | 15,877,686 |
Performance & Track Record
- 2024 execution highlights: Finance-led TIH sale, balance sheet repositioning, investor engagement, capital adequacy/resolution planning team establishment, and strengthened financial risk management—driving retention awards targeted at Maguire .
- Expanded remit post-COO resignation (Jan 2025): enterprise operational services, corporate services, strategy/transformation/performance office, and governance & controls transitioned to Maguire .
- LTI cycle payout (2022–2024): 104.6% of target; committee applied target-level assumptions for last three quarters due to TIH sale’s capital impact .
Equity Ownership & Alignment
- Stock ownership guideline for executive officers: 3x base salary; compliance met or within grace period as of Dec 31, 2024 .
- Hedging/pledging prohibited; none currently hedged or pledged .
- No stock options granted or repricing practices; option-like awards not part of program .
Compensation Structure Analysis
- Mix: High performance-based pay—88% of average target annual compensation for NEOs is performance-linked; Truist does not grant options and does not provide excise tax gross-ups .
- Shift/retention: 2024 included a one-time $4.5M PSU Leadership Award to address flight risk and strengthen holding power for Maguire; awards emphasize capital adequacy and TSR vs KBW Nasdaq Bank Index with downward discretion for risk outcomes .
- RSU vesting structure (four-year, back-weighted) and significant unvested PSUs/RSUs create multi-year retention and alignment effects .
Say-on-Pay & Shareholder Practices
- Truist highlights pay-for-performance design, multiple metrics, and robust stock ownership/anti-hedging policies; separate compensation consultant retained; clawbacks reinforced .
Expertise & Qualifications
- CFO certifications and signatory on Form 10-K (2023, 2024), reflecting responsibility for disclosure controls and ICFR .
- Long-tenured financial services leadership across consumer finance, payments, partnerships, and enterprise finance execution .
Investment Implications
- Retention and alignment: The $4.5M PSU Leadership Award with 3-year performance period (Sep 2024–Aug 2027) signals board-level confidence in Maguire’s role in capital optimization and shareholder value creation; payout depends on meeting minimum capital and relative TSR, with committee discretion to reduce payouts—reducing risk of misaligned incentives while addressing retention .
- Near-term selling pressure: Material RSU vesting tranches occur in March 2025–2028 (e.g., 2025: 2,304 + 2,730 + 6,584 units), which may create periodic supply but are subject to blackout windows and anti-hedging policies; however, strong ownership guidelines and prohibited pledging mitigate adverse alignment concerns .
- Change-of-control economics: Double-trigger severance design with meaningful equity acceleration under CoC scenarios provides standard market protection without excise tax gross-ups; clawbacks and risk-outcome forfeitures temper windfalls and support prudence .
- Execution risk and value creation: 2024 initiatives (TIH sale, balance sheet repositioning) and expanded enterprise scope in 2025 elevate Maguire’s leverage on capital efficiency, fee growth, and risk management—material drivers for Truist’s PPNR and TSR benchmarks embedded in incentive structures .