Thomas E. Skains
TRUIST FINANCIALAbout Thomas E. Skains
Independent Lead Director at Truist Financial Corporation (TFC); age 68; Board service since 2009; retired Chairman, President, and CEO of Piedmont Natural Gas Company, Inc. (2003–2016). The Board cites his leadership in a highly regulated industry, governance and risk management expertise, and environmental regulatory knowledge; term as Lead Director extended through March 12, 2026 . He serves as a counterbalance to the Chairman/CEO and engages with regulators and major shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Natural Gas Company, Inc. | Chairman, President & CEO | 2003–2016 | Led a major SE natural gas utility; deep governance, risk and environmental regulation experience applicable to a regulated bank |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Director | Current | Not disclosed in proxy |
| National Fuel Gas Company | Director | Current | Not disclosed in proxy |
Board Governance
- Committee assignments: Compensation & Human Capital (member), Executive (member), Nominating & Governance (member) .
- Lead Independent Director: chairs executive sessions of non-management directors after each regular Board meeting; approves Board agendas and materials; may meet directly with major shareholders; leads executive succession oversight .
- Independence and attendance: Board affirmed his independence; all directors attended the 2024 annual meeting; each director attended >75% of Board and committee meetings; Board held 13 meetings in 2024 .
- Lead Director selection/term: appointed by majority of independent directors; initial two-year term; subsequent one-year renewals; extended to March 12, 2026 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director base retainer |
| Lead Director retainer | $50,000 | Additional cash retainer for Lead Director |
| 2024 cash fees (actual) | $154,673 | Reported fees earned in 2024 |
| Committee chair fees | $30,000 (Comp & N&G); $45,000 (Audit/Risk/Tech) | Applies to chairs; Skains not shown as chair of these committees |
| Audit/Risk non-chair member fee | $15,000 | Only for Audit/Risk non-chairs; Skains not on Audit/Risk |
| Other compensation | $5,000 | Matching contribution tied to donation to Company-sponsored PAC |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Feb 2024 | 5,160 | $172,138 | 100% on Dec 31, 2024 | Grant-date per-unit FV $33.36; no outstanding RSUs at 12/31/2024 |
| Director equity policy | — | — | $180,000 | 100% in grant year | 2024 and 2025 approved level; change-of-control single-trigger acceleration; disability/death accelerate |
| Deferral elections | — | — | — | — | Directors may defer 50–100% of cash retainers and 100% of equity; payable post-service |
Performance metrics: Director equity is time-based (no performance metrics); RSUs accelerate on change-of-control; optional deferral supports alignment .
Other Directorships & Interlocks
- Current public boards: Duke Energy Corporation; National Fuel Gas Company .
- Interlocks: TFC’s Compensation & Human Capital Committee disclosed no interlocks with other companies’ compensation committees; none of the committee members, including Skains, were TFC officers or had relationships requiring disclosure .
- Service limits: non-employee directors may serve on no more than three other public company boards; Audit Committee members have separate audit-committee limits; all external service requires N&G Committee review .
Expertise & Qualifications
- Executive leadership: former Chairman/CEO of a regulated utility; strong strategic planning and leadership credentials .
- Governance and risk: extensive experience in corporate governance, risk management, and environmental regulation; valuable in a heavily regulated financial-services context .
- Lead Director effectiveness: formal responsibilities include agenda approval, materials oversight, executive session leadership, shareholder/regulator engagement, and succession oversight .
Equity Ownership
| Holder | Shares Owned | Derivatives/RSUs within 60 days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Thomas E. Skains | 31,891 | — | 31,891 | <1% |
| Ownership details | Includes 29,391 jointly with spouse; 2,500 in IRA | — | — | — |
| Phantom shares (deferred) | — | 14,825 | 14,825 (settled in stock at separation) | Not counted as beneficial ownership |
| Hedging/pledging | Prohibited for directors and executive officers; currently none hold pledged or hedged shares | — | — | — |
| Director ownership guideline | 5x annual cash retainer; all current directors met or are within compliance period (as of 12/31/2024) | — | — | — |
As of Dec 31, 2024, non-employee directors held no outstanding RSUs (annual RSUs vested year-end) .
Governance Assessment
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Strengths
- Independent Lead Director with robust authorities enhances board oversight and shareholder engagement; term stability through March 2026 .
- Documented independence; attendance standards met; board cadence (13 meetings) supports oversight; executive sessions after each regular board meeting chaired by Lead Director .
- Clear director ownership guidelines and hedging/pledging prohibitions align incentives and mitigate misalignment risks .
- No related-person transactions requiring disclosure; formal policy and review process in place .
-
Potential red flags to monitor
- Single-trigger acceleration of director RSUs upon change-of-control may draw governance scrutiny from some investors despite being common in director programs .
- Matching contributions linked to PAC donations (up to $5,000) could be viewed unfavorably by certain shareholders focused on political spending neutrality .
- Multiple external board commitments (two current) are within policy limits but warrant ongoing monitoring for time/attention, especially amid sector volatility .
-
Shareholder signals
- Say-on-pay support ~89% in 2024 indicates shareholder acceptance of overall compensation program design and governance framework .
- Formal shareholder engagement includes Lead Director participation for larger holders (>1% ownership), reinforcing accountability .
Appendix: Committee & Fee Structure Reference
| Position | Annual Retainer |
|---|---|
| Non-employee director | $100,000 |
| Lead Director | $50,000 |
| Chair – Audit, Risk, Technology | $45,000 |
| Chair – Compensation & Human Capital; Nominating & Governance | $30,000 |
| Chair – Truist Bank Trust Committee | $20,000 |
| Non-chair member – Audit & Risk | $15,000 |
Lead Director responsibilities include convening and chairing executive sessions, agenda/materials approval, independent director meeting authority, CEO feedback, succession oversight, schedule approval, and shareholder access on request .