Scott A. Stengel
TRUIST FINANCIALAbout Scott A. Stengel
Senior Executive Vice President, Chief Legal Officer (CLO), Head of Government Affairs, and Corporate Secretary at Truist (TFC). He joined Truist in December 2023 after serving as General Counsel at Ally Financial Inc. (2016–2023). Age 53; 1 year of service as of FY2024 . During his tenure in 2024, Truist delivered adjusted EPS of $3.81, pre-provision net revenue (PPNR) of $8,811 million, CET1 capital ratio of 11.5%, TBVPS plus dividend growth of 47.0%, and One-Year TSR of 23.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ally Financial Inc. | General Counsel | 2016–2023 | Senior legal leadership at a large financial institution |
| Truist Financial Corporation | Senior EVP, CLO; Corporate Secretary | 2023–present | Chief legal officer and corporate governance; designated proxy signatory for annual meetings |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
- Base salary, target bonus %, and actual bonus for Stengel are not disclosed (he is not listed among NEOs in the proxy tables) .
- Executive pay framework emphasizes pay-for-performance; for executive officers, approximately 88% of average target annual compensation is performance-based; no employment agreements; no stock options; no excise tax gross-ups; limited perquisites .
- RSUs vest over 4 years (one-third each March 15, beginning after the second anniversary of grant) .
Performance Compensation
Annual Incentive Performance (AIP) program design and 2024 corporate outcomes
- Structured scorecard with key financial and strategic measures; corporate AIP funded at 107.5% of target for 2024 .
| Measure | 2023 Results | 2024 Original Plan | 2024 Final Plan | 2024 Results | Peer Ranking | Committee Assessment |
|---|---|---|---|---|---|---|
| EPS ($, adjusted)* | $3.81 | $3.44 | $3.61 | $3.81 | 4 | Exceeded (110–150%) |
| PPNR ($mm, cont. ops)* | $8,868 | $9,163 | $8,943 | $8,811 | 2 | At (90–110%) |
| TBVPS + Dividend Growth (%) | 32.5% | 22.5% | 53.5% | 47.0% | 1 | At (90–110%) |
| NIE ($mm, cont. ops)* | $11,374 | $14,100 | $11,462 | $11,330 | 3 | Exceeded (110–150%) |
| CET1 Capital Ratio (%) | 10.1% | 10.6% | 11.8% | 11.5% | 5 | Exceeded (110–150%) |
| One-Year TSR (%) | (8.5%) | — | — | 23.7% | 10 | Below (70–90%) |
| *Represents non-GAAP measures per proxy Annex A . |
Long-Term Incentive (PSU/LTIP) design
| Component | Metric | Weighting / Modifier | Performance Period | Conditions |
|---|---|---|---|---|
| PSUs | Absolute adjusted diluted EPS growth | 75% | 3 years (2024–2026) | Subject to minimum CET1 capital requirement; TSR modifier ±20% |
| PSUs | Relative adjusted diluted EPS growth | 25% | 3 years (2024–2026) | Subject to minimum CET1 capital requirement; TSR modifier ±20% |
| LTIP | Cash/equity based on multi-year goals | — | 3-year cycles | Subject to forfeiture on operating loss or significant negative risk outcome |
Equity Ownership & Alignment
- Initial Form 3 filed January 4, 2024 stated “No securities are beneficially owned” as of the event date (12/26/2023) .
- Executives are subject to stock ownership requirements: CEO 6x salary; other executive officers 3x salary .
- Hedging and pledging of Truist securities by directors and executive officers is prohibited .
- Clawback: Executive awards (cash and equity, other than base salary) are subject to recoupment under the 2022 Incentive Plan and related policies .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Company discloses it does not enter employment agreements with executive officers |
| Severance plan coverage | Amended and Restated Management Change of Control, Severance and Noncompetition Plan covers executive officers ; Stengel is disclosed as an executive officer |
| Cash severance | Lump sum equal to 2x (base salary + target annual cash bonus) upon qualifying termination other than for Cause or for Good Reason, including if within 24 months following a Change of Control, subject to release and offsets for garden leave |
| Benefits | Lump sum COBRA-equivalent for medical/dental/vision; vesting of PSUs/RSUs/LTIP per plan terms; best efforts to accelerate vesting upon death/disability to extent permitted |
| Non-compete | 12 months post-termination for Section 16 Officers; prohibits working for direct competitors in the U.S. |
| Non-solicit | 12 months post-termination; prohibits solicitation of clients and inducing teammates to leave |
| Garden leave | 3-month garden leave required for resignations (with or without Good Reason) with continued employment and notice |
| 280G cutback | Payments reduced to avoid excess parachute payments if beneficial to the executive after-tax; no excise tax gross-ups |
| Clawback | Awards subject to recoupment per policy and plan terms |
Performance & Track Record
- 2024 strategic execution highlights: Closed sale of Truist Insurance Holdings on May 6, 2024; repositioned ~$39.4B of securities; CET1 +230 bps; TBVPS +33%; authorized up to $5B share repurchase; returned $3.8B to shareholders (76% of adjusted net income) .
- AIP funding at 107.5% reflected strong financial performance and progress on strategic priorities .
Investment Implications
- Alignment: Strong governance features—ownership requirements (3x salary for executive officers), clawbacks, and prohibition on hedging/pledging—support alignment with shareholders .
- Retention risk management: No employment contracts, but robust Severance Plan provides standardized 2x salary+bonus economics, 12‑month non-compete/non-solicit, and 3‑month garden leave—mitigating abrupt departures while limiting buyout inflation .
- Incentive quality: Long-term PSUs linked to absolute/relative EPS growth with TSR modifier and capital thresholds, plus disciplined AIP scorecard, tie pay to value creation and risk outcomes—reducing low-quality earnings incentives .
- Trading pressure: Initial Form 3 showed no beneficial holdings at appointment, and insider pledging/hedging is prohibited—limiting near-term selling pressure signals from the CLO; blackout and trading policies further constrain opportunistic transactions .