Steven C. Voorhees
TRUIST FINANCIALAbout Steven C. Voorhees
Steven C. Voorhees is an independent director of Truist Financial Corporation (TFC), serving since 2018; he is age 70 and sits on the Audit and Executive Committees and chairs the Compensation and Human Capital Committee . He is deemed independent by the Board and qualifies as an SEC “audit committee financial expert,” with attendance above 75% in 2024 and participation in a Board that met 13 times; all directors attended the 2024 annual meeting . Prior to retirement in March 2021, he was President and CEO and a director of WestRock (and earlier CEO/director of RockTenn); earlier he held operations and executive roles at Sonat, Inc. He is a trustee of the UVA Darden School Foundation and a director of 3DE by Junior Achievement .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| WestRock Company | President & CEO; Director | Retired March 2021 (exact start not disclosed) | Led large public company; extensive M&A and growth experience applied to TFC oversight |
| RockTenn Company (predecessor to WestRock) | CEO; Director | Not disclosed | Broad management and financial leadership relevant to compensation oversight |
| Sonat, Inc. | Operations and executive roles | Not disclosed | Diversified energy operations experience; informs risk/compliance perspective |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| UVA Darden School Foundation | Trustee | Non-profit | Governance and educational oversight; network to academic community |
| 3DE by Junior Achievement | Director | Non-profit | Community engagement; youth career pathways |
| WestRock Company (now Smurfit Westrock plc) | Past Director | Public | Prior public company board service; potential industry network interlocks |
Board Governance
- Committee assignments: Audit (member), Compensation and Human Capital (Chair), Executive (member) .
- Meeting cadence: Audit Committee held 15 meetings; Compensation and Human Capital held 10; Executive held 2 in 2024 .
- Independence and expertise: Board determined Voorhees is independent and an “audit committee financial expert” under SEC rules; Audit, Compensation, and Nominating Committees are composed entirely of independent directors .
- Attendance and engagement: Each director attended >75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors |
| Committee Chair retainer (Comp & Human Capital) | $30,000 | Chair fee level |
| Audit Committee member retainer | $15,000 | Non-chair member fee |
| Total fees earned in cash (reported) | $145,000 | Sum equals reported fees |
| Equity grant (RSUs) – reported fair value | $172,138 | 5,160 RSUs granted Feb 2024 at $33.36 grant-date fair value; vested Dec 31, 2024 |
| Other compensation | $5,000 | Matching contribution to charity associated with PAC donation |
| Equity program design | $180,000 per year (RSUs) | For 2024 and 2025; 100% vest at year-end; change of control accelerates |
RSU grant details:
| Grant Date | RSUs Granted | Grant-Date Fair Value/Unit | Vesting | Terms |
|---|---|---|---|---|
| Feb 2024 | 5,160 | $33.36 | 100% on Dec 31, 2024 | Unvested RSUs vest on disability/death; forfeited on termination (other reasons); accelerate on change of control |
Stock ownership guideline: Minimum 5x annual cash retainer; all current directors either met or were within time allowed as of Dec 31, 2024 .
Performance Compensation
| Element | Performance Metric | Measurement Window | Payout/Terms |
|---|---|---|---|
| Director RSUs | None (time-based) | Annual grant; vest at year-end | Equity vests based on service; accelerated vesting on change of control; forfeiture on termination (except disability/death) |
Deferred compensation: Non-Employee Directors’ Deferred Compensation Plan permits deferral of 50% or 100% of cash retainer and 100% of equity awards; cash deferrals paid post-service in cash; deferred equity paid in shares post-service .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Notes |
|---|---|---|
| WestRock Company (now Smurfit Westrock plc) | Past Director | No related-party transactions disclosed with Voorhees; Board reviews potential conflicts under policy |
| UVA Darden Foundation; 3DE by Junior Achievement | Trustee/Director | Charitable contributions subject to oversight; no related-person transactions disclosed |
Service on other boards policy: Non-employee directors may serve on no more than three other public company boards; Audit members limited to no more than three audit committees unless approved; prior approval required for additional public boards .
Expertise & Qualifications
- Senior leadership: Former CEO and CFO-level experience at large public manufacturer; >20 years growing companies and executing M&A .
- Financial/audit: Determined to be an audit committee financial expert; sits on Audit Committee .
- Human capital/compensation: Chairs Compensation and Human Capital Committee overseeing philosophy, incentive plans, and clawbacks .
- Strategic oversight: Executive Committee member authorized to act between Board meetings .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially owned common shares | 60,873 | As of Jan 31, 2025 |
| Percentage of outstanding shares | ~0.0047% | 60,873 / 1,305,390,708 shares outstanding on Feb 20, 2025 |
| Shares subject to right to acquire (60-day) | 0 | As of Jan 31, 2025 |
| Phantom shares (cash-settled) | 11,889 | Deferred director awards |
| Phantom shares (stock-settled) | 14,825 | Deferred director awards |
| Pledging/hedging of TFC stock | Prohibited; none held subject to pledges/hedges | Applies to directors and executives |
Ownership guideline compliance: Directors expected to hold ≥5x cash retainer within five years or by accumulating TFC RSUs; current directors either met or are within timeline .
Governance Assessment
- Strengths: Independent director; audit financial expert; chairs compensation with robust clawback and risk-aligned incentive oversight; strong attendance; comprehensive committee engagement; hedging/pledging prohibited; director equity aligned via annual RSUs and ownership guidelines .
- Potential risks/flags: Director RSUs accelerate on change of control (standard practice but can be scrutinized by some investors); otherwise, no related-party transactions involving Voorhees disclosed since Jan 1, 2024; each Board member exceeded 75% attendance, and all directors attended the annual meeting .
- Oversight signals: As Comp & Human Capital Chair, Voorhees endorsed enhanced clawback and incentive risk adjustments; committee report formally recommended inclusion of CD&A in filings, indicating active governance of pay programs .
Overall, Voorhees’ independent status, committee leadership (especially on pay and human capital), financial expertise, and ownership alignment support investor confidence, with limited conflict exposure based on disclosed related-party reviews .